Exhibit 4.2


AMENDED AND RESTATED DECLARATION


OF TRUST


AMG CAPITAL TRUST II


DATED AS OF OCTOBER 17, 2007

















TABLE OF
CONTENTS


	
  ARTICLE I

  	
   

  	
   

  
	
  INTERPRETATION AND
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
  TRUST INDENTURE ACT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
   

  	
  Trust Indenture Act; Application

  	
   

  	
  9

  
	
   

  	
  SECTION 2.2

  	
   

  	
  Lists of Holders of Securities

  	
   

  	
  10

  
	
   

  	
  SECTION 2.3

  	
   

  	
  Reports by the Property Trustee

  	
   

  	
  10

  
	
   

  	
  SECTION 2.4

  	
   

  	
  Periodic Reports to Property Trustee

  	
   

  	
  10

  
	
   

  	
  SECTION 2.5

  	
   

  	
  Evidence of Compliance with Conditions Precedent

  	
   

  	
  11

  
	
   

  	
  SECTION 2.6

  	
   

  	
  Events of Default, Waiver

  	
   

  	
  11

  
	
   

  	
  SECTION 2.7

  	
   

  	
  Event of Default, Notice

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
  ORGANIZATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
   

  	
  Name

  	
   

  	
  13

  
	
   

  	
  SECTION 3.2

  	
   

  	
  Office

  	
   

  	
  13

  
	
   

  	
  SECTION 3.3

  	
   

  	
  Purpose

  	
   

  	
  13

  
	
   

  	
  SECTION 3.4

  	
   

  	
  Authority

  	
   

  	
  14

  
	
   

  	
  SECTION 3.5

  	
   

  	
  Title to Property of the Trust

  	
   

  	
  14

  
	
   

  	
  SECTION 3.6

  	
   

  	
  Powers and Duties of the Administrators

  	
   

  	
  14

  
	
   

  	
  SECTION 3.7

  	
   

  	
  Prohibition of Actions by the Trust, the Trustees
  and the Administrators

  	
   

  	
  18

  
	
   

  	
  SECTION 3.8

  	
   

  	
  Powers and Duties of the Property Trustee

  	
   

  	
  19

  
	
   

  	
  SECTION 3.9

  	
   

  	
  Certain Duties and Responsibilities of the Property
  Trustee

  	
   

  	
  21

  
	
   

  	
  SECTION 3.10

  	
   

  	
  Certain Rights of Property Trustee

  	
   

  	
  23

  
	
   

  	
  SECTION 3.11

  	
   

  	
  Delaware Trustee

  	
   

  	
  26

  
	
   

  	
  SECTION 3.12

  	
   

  	
  Execution of Documents

  	
   

  	
  26

  
	
   

  	
  SECTION 3.13

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  26

  
	
   

  	
  SECTION 3.14

  	
   

  	
  Duration of Trust

  	
   

  	
  27

  
	
   

  	
  SECTION 3.15

  	
   

  	
  Mergers

  	
   

  	
  27

  
										



 



 i
 








 


 


	
  ARTICLE IV

  	
   

  	
   

  
	
  INITIAL PURCHASER OF
  COMMON SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1

  	
   

  	
  Purchase of Common Securities by Initial Purchaser

  	
   

  	
  29

  
	
   

  	
  SECTION 4.2

  	
   

  	
  Responsibilities of the Initial Purchaser of Common
  Securities

  	
   

  	
  29

  
	
   

  	
  SECTION 4.3

  	
   

  	
  Right to Proceed

  	
   

  	
  30

  
	
   

  	
  SECTION 4.4

  	
   

  	
  Right to Terminate Trust

  	
   

  	
  30

  
	
   

  	
  SECTION 4.5

  	
   

  	
  Obligations of the Initial Purchaser

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
  TRUSTEES AND
  ADMINISTRATORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
   

  	
  Number of Trustees and Administrators: Appointment
  of Co-Trustee

  	
   

  	
  30

  
	
   

  	
  SECTION 5.2

  	
   

  	
  Delaware Trustee

  	
   

  	
  31

  
	
   

  	
  SECTION 5.3

  	
   

  	
  Property Trustee; Eligibility

  	
   

  	
  31

  
	
   

  	
  SECTION 5.4

  	
   

  	
  Certain Qualifications of Administrators and
  Delaware Trustee Generally

  	
   

  	
  32

  
	
   

  	
  SECTION 5.5

  	
   

  	
  Administrators

  	
   

  	
  32

  
	
   

  	
  SECTION 5.6

  	
   

  	
  Delaware Trustee

  	
   

  	
  33

  
	
   

  	
  SECTION 5.7

  	
   

  	
  Appointment, Removal and Resignation of Trustees and
  Administrators

  	
   

  	
  33

  
	
   

  	
  SECTION 5.8

  	
   

  	
  Vacancies Among Trustees

  	
   

  	
  35

  
	
   

  	
  SECTION 5.9

  	
   

  	
  Effect of Vacancies

  	
   

  	
  35

  
	
   

  	
  SECTION 5.10

  	
   

  	
  Meetings

  	
   

  	
  36

  
	
   

  	
  SECTION 5.11

  	
   

  	
  Delegation of Power

  	
   

  	
  36

  
	
   

  	
  SECTION 5.12

  	
   

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
  DISTRIBUTIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
  ISSUANCE OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.1

  	
   

  	
  General Provisions Regarding Securities

  	
   

  	
  37

  
	
   

  	
  SECTION 7.2

  	
   

  	
  Execution and Authentication

  	
   

  	
  39

  
	
   

  	
  SECTION 7.3

  	
   

  	
  Form and Dating

  	
   

  	
  40

  
	
   

  	
  SECTION 7.4

  	
   

  	
  Registrar, Paying Agent, Conversion Agent and
  Exchange Agent

  	
   

  	
  42

  
	
   

  	
  SECTION 7.5

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  42

  
	
   

  	
  SECTION 7.6

  	
   

  	
  Replacement Securities

  	
   

  	
  43

  



 



 ii
 








 


	
   

  	
  SECTION 7.7

  	
   

  	
  Outstanding
  Preferred Securities

  	
   

  	
  43

  
	
   

  	
  SECTION 7.8

  	
   

  	
  Preferred Securities in Treasury

  	
   

  	
  43

  
	
   

  	
  SECTION 7.9

  	
   

  	
  Temporary Securities

  	
   

  	
  43

  
	
   

  	
  SECTION 7.10

  	
   

  	
  Cancellation

  	
   

  	
  44

  
	
   

  	
  SECTION 7.11

  	
   

  	
  CUSIP Numbers

  	
   

  	
  44

  
	
   

  	
  SECTION 7.12

  	
   

  	
  Payment

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
  TERMINATION OF TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.1

  	
   

  	
  Termination of Trust

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
  TRANSFER OF INTERESTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1

  	
   

  	
  Transfer of Securities

  	
   

  	
  46

  
	
   

  	
  SECTION 9.2

  	
   

  	
  Transfer Procedures and Restrictions

  	
   

  	
  47

  
	
   

  	
  SECTION 9.3

  	
   

  	
  Deemed Security Holders

  	
   

  	
  52

  
	
   

  	
  SECTION 9.4

  	
   

  	
  Book-Entry Interests

  	
   

  	
  53

  
	
   

  	
  SECTION 9.5

  	
   

  	
  Notices to Clearing Agency

  	
   

  	
  53

  
	
   

  	
  SECTION 9.6

  	
   

  	
  Appointment of Successor Clearing Agency

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
  LIMITATION OF LIABILITY
  OF HOLDERS OF SECURITIES, TRUSTEES, 

  ADMINISTRATORS OR OTHERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.1

  	
   

  	
  Liability

  	
   

  	
  54

  
	
   

  	
  SECTION 10.2

  	
   

  	
  Exculpation

  	
   

  	
  54

  
	
   

  	
  SECTION 10.3

  	
   

  	
  Fiduciary Duty

  	
   

  	
  55

  
	
   

  	
  SECTION 10.4

  	
   

  	
  Indemnification

  	
   

  	
  55

  
	
   

  	
  SECTION 10.5

  	
   

  	
  Outside Businesses

  	
   

  	
  58

  
	
   

  	
  SECTION 10.6

  	
   

  	
  Compensation; Fees

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
  ACCOUNTING

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.1

  	
   

  	
  Fiscal Year

  	
   

  	
  59

  
	
   

  	
  SECTION 11.2

  	
   

  	
  Certain Accounting Matters

  	
   

  	
  59

  
	
   

  	
  SECTION 11.3

  	
   

  	
  Banking

  	
   

  	
  60

  
	
   

  	
  SECTION 11.4

  	
   

  	
  Withholding

  	
   

  	
  60

  



 



 iii
 








 


	
  ARTICLE XII

  	
   

  	
   

  
	
  AMENDMENTS AND MEETINGS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.1

  	
   

  	
  Amendments

  	
   

  	
  60

  
	
   

  	
  SECTION 12.2

  	
   

  	
  Meetings of the Holders; Action by Written Consent

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
   

  
	
  REPRESENTATIONS OF
  PROPERTY TRUSTEE, DELAWARE TRUSTEE AND 

  INSTITUTIONAL ADMINISTRATOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 13.1

  	
   

  	
  Representations and Warranties of Property Trustee

  	
   

  	
  63

  
	
   

  	
  SECTION 13.2

  	
   

  	
  Representations and Warranties of Delaware Trustee

  	
   

  	
  64

  
	
   

  	
  SECTION 13.3

  	
   

  	
  Representations and Warranties of Institutional
  Administrator

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
   

  
	
  REGISTRATION RIGHTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 14.1

  	
   

  	
  Registration Rights

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 15.1

  	
   

  	
  Notices

  	
   

  	
  65

  
	
   

  	
  SECTION 15.2

  	
   

  	
  Governing Law

  	
   

  	
  67

  
	
   

  	
  SECTION 15.3

  	
   

  	
  Intention of the Parties

  	
   

  	
  67

  
	
   

  	
  SECTION 15.4

  	
   

  	
  Headings

  	
   

  	
  67

  
	
   

  	
  SECTION 15.5

  	
   

  	
  Successors and Assigns

  	
   

  	
  67

  
	
   

  	
  SECTION 15.6

  	
   

  	
  Partial Enforceability

  	
   

  	
  67

  
	
   

  	
  SECTION 15.7

  	
   

  	
  Counterparts

  	
   

  	
  67

  



 


	
  ANNEX I

  	
  TERMS OF SECURITIES

  	
  A-I-1

  
	
  EXHIBIT A-1

  	
  FORM OF PREFERRED SECURITY CERTIFICATE

  	
  A-1-1

  
	
  EXHIBIT A-2

  	
  FORM OF COMMON SECURITY CERTIFICATE

  	
  A-2-1

  
	
  EXHIBIT A-3

  	
  PROJECTED PAYMENT SCHEDULE

  	
  A-3-1

  



 



 iv
 








CROSS-REFERENCE TABLE


	
  Trust
  Indenture Act 

  Section

  	
   

  	
  Declaration of Trust

  Section

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
  5.3

  
	
   

  	
  (a)(2)

  	
   

  	
  5.3

  
	
   

  	
  (a)(3)

  	
   

  	
  5.1

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  5.3(a)

  
	
   

  	
  (b)

  	
   

  	
  5.3(c)

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 311

  	
  (a)

  	
   

  	
  2.2(b)

  
	
   

  	
  (b)

  	
   

  	
  2.2(b)

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
  2.2(a)

  
	
   

  	
  (b)

  	
   

  	
  2.2(b)

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 313

  	
  (a)

  	
   

  	
  2.3

  
	
   

  	
  (b)

  	
   

  	
  2.3

  
	
   

  	
  (c)

  	
   

  	
  2.3, 15.1

  
	
   

  	
  (d)

  	
   

  	
  2.3

  
	
  Section 314

  	
  (a)

  	
   

  	
  2.4, 3.6(k)

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  2.5

  
	
   

  	
  (c)(2)

  	
   

  	
  2.5

  
	
   

  	
  (c)(3)

  	
   

  	
  2.5

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  2.5

  
	
   

  	
  (f)

  	
   

  	
  Not Applicable

  
	
  Section 315

  	
  (a)

  	
   

  	
  3.9, 3.10(a)

  
	
   

  	
  (b)

  	
   

  	
  2.7, 15.1

  
	
   

  	
  (c)

  	
   

  	
  3.9(a)

  
	
   

  	
  (d)

  	
   

  	
  3.9(b)

  
	
   

  	
  (e)

  	
   

  	
  Not Applicable

  
	
  Section 316

  	
  (a)

  	
   

  	
  7.8

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  2.6(c)

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  2.6(b), 2.6(c), 2.6(d)

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  12.1(c)

  
	
   

  	
  (c)

  	
   

  	
  3.6(e)

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  3.8(h)

  
	
   

  	
  (a)(2)

  	
   

  	
  3.8(h)

  
	
   

  	
  (b)

  	
   

  	
  3.8(i), 7.5

  
	
  Section318 

  	
  (a)

  	
   

  	
  2.1(b)

  



 





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



 v














AMENDED AND RESTATED


DECLARATION OF TRUST


OF


AMG CAPITAL TRUST II


OCTOBER 17, 2007


AMENDED AND RESTATED DECLARATION OF TRUST (“Declaration”),
dated and effective as of October 17, 2007, by the Trustees (as defined
herein), the Administrators (as defined herein), the Initial Purchaser of
Common Securities (as defined herein), the Debenture Issuer (as defined herein)
and by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;


WHEREAS, the Initial Purchaser of Common Securities,
the Delaware Trustee and the Initial Administrator established AMG Capital
Trust II (the “Trust”), a statutory trust formed under the Delaware Statutory
Trust Act pursuant to a Declaration of Trust dated as of October 11, 2007 (the “Original
Declaration”), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on October 11, 2007 (the “Certificate of Trust”), for the
sole purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain Debentures of the Debenture Issuer (each as hereinafter
defined), and engaging in only those other activities necessary, advisable or
incidental thereto;


WHEREAS, as of the date hereof, no interests in the
Trust have been issued;


WHEREAS, all of the Trustees, Administrators and the
Initial Purchaser of Common Securities, by this Declaration, amend and restate
each and every term and provision of the Original Declaration in its entirety;
and


WHEREAS, the Initial Purchaser of Common Securities
and the Debenture Issuer shall have rights and obligations under this
Declaration as set forth herein.


NOW, THEREFORE, it being the intention of the parties
hereto to continue the Trust as a statutory trust under the Delaware Statutory
Trust Act and that this Declaration constitute the governing instrument of such
statutory trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration, and the
parties hereto hereby amend and restate in its entirety the Original
Declaration as follows:












ARTICLE I

INTERPRETATION AND DEFINITIONS


SECTION 1.1                       Definitions.


Unless the context otherwise requires:


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


(b)                                 a
term defined anywhere in this Declaration has the same meaning throughout;


(c)                                  all
references to “the Declaration” or “this Declaration” are to this Declaration
as modified, supplemented or amended from time to time;


(d)                                 all
references in this Declaration to Articles and Sections and Annexes and
Exhibits are to Articles and Sections of and Annexes and Exhibits to this
Declaration unless otherwise specified;


(e)                                  a
term defined in the Trust Indenture Act has the same meaning when used in this
Declaration unless otherwise defined in this Declaration or unless the context
otherwise requires; and


(f)                                    a
reference to the singular includes the plural and vice versa.


“Additional Sums” has the meaning set forth in the Indenture.


“Administrator” has the meaning set forth in Section
5.1.


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


“Agent” means any Paying Agent or Registrar.


“Associate” has the same meaning as given to that term
in Rule 405 under the Securities Act or any successor rule thereunder.


“Authorized Officer” of a Person means any other
Person that is authorized to legally bind such former Person.


“Book-Entry Interest” means a beneficial interest in a
global certificate registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.


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



 2
 








“Certificated Preferred Securities” shall have the meaning
set forth in Section 7.3(c).


“Change in Control” has the meaning set forth in the
Indenture.


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


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


“Closing Price” has the meaning set forth in the
Indenture.


“Closing Time” means the “Closing Time” under the
Purchase Agreement.


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


“Commission” means the United States Securities and
Exchange Commission as from time to time constituted, or if at any time after
the execution of this Declaration such Commission is not existing and
performing the duties now assigned to it under applicable federal securities
laws, then the body performing such duties at such time.


“Common Securities” has the meaning specified in
Section 7.1(a).


“Common Securities Certificate” means the certificate
evidencing the Common Securities, in the form of Exhibit A-2 hereof.


“Common Stock” has the meaning set forth in the
Indenture.


“Company Indemnified Person” means (a) any
Administrator (other than the Institutional Administrator); (b) any Affiliate
of any Administrator (other than the Institutional Administrator); (c) any
officers, directors, stockholders, members, partners, employees,
representatives or agents of any Administrator (other than the Institutional
Administrator); or (d) any officer, employee or agent of the Trust or its
Affiliates.


“Compounded Interest” has the meaning set forth in the
Indenture.


“Contingent Distribution” means a distribution payable
in accordance with the provisions of Section 2(d) of Annex I.


“Contingent Distribution Payment Date” shall have the
meaning set forth in paragraph 2(d) of Annex I.


“Contingent Interest” has the meaning set forth in the
Indenture.



 3
 








“Conversion Agent” has the meaning set forth in
Section 7.4.


“Conversion Date” has the meaning set forth in Annex
I.


“Conversion Price” has the meaning set forth in the
Indenture.


“Conversion Rate” has the
meaning set forth in the Indenture.


“Conversion Preference
Period” has the meaning set forth in the Indenture.


“Conversion Request” has
the meaning set forth in Annex I.


“Conversion Value” has the meaning set forth in the
Indenture.


“Corporate Trust Office” means the office of the
Property Trustee at which the corporate trust business of the Property Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 540 West Madison Street,
Suite 2500, Chicago, Illinois 60661, Attn: CDO Trust Services Group - AMG
Capital Trust II.


“Coupon Rate” has the meaning set forth in Annex I.


“Covered Person” means: (a) any officer, director,
stockholder, partner, member, representative, employee or agent of (i) the Trust
or (ii) the Trust’s Affiliates; and (b) any Holder of Securities.


“CPDI Regulations” has the meaning set forth in
Section 4.5.


“Debenture Issuer” means Affiliated Managers Group,
Inc., a Delaware corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer
of the Debentures under the Indenture.


“Debenture Trustee” means LaSalle Bank National
Association, a national banking association, as trustee under the Indenture until
a successor is appointed thereunder, and thereafter means such successor
trustee.


“Debentures” means, the 5.15% Junior Subordinated
Convertible Debentures due October 15, 2037 of the Debenture Issuer issued
pursuant to the Indenture.


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


“Delaware Trustee” has the meaning set forth in
Section 5.1.


“Direct Action” has the meaning set forth in Annex I.


“Disclosure Package” has the meaning set forth in the
Purchase Agreement.


“Distribution” means a distribution payable to Holders
in accordance with Article VI.



 4
 








“Distribution Date” has the meaning set forth in Annex
I.


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


“ERISA” has the meaning set forth in Section 7.1(f).


“Event of Default” in respect of the Securities has
the meaning set forth in Section 2.6(a).


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


“Exchange Agent” has the meaning set forth in Section
7.4.


“Extension Period” has the meaning set forth in Annex
I.


 “Fiduciary
Indemnified Person” has the meaning set forth in Section 10.4(b).


“Fiscal Year” has the meaning set forth in Section 11.1.


“Global Preferred Security” has the meaning set forth
in Section 7.3(a).


“Holder” means a Person in whose name a Security or
Successor Security is registered on the register maintained by or on behalf of
the Registrar, such Person being a beneficial owner of the Trust within the
meaning of the Statutory Trust Act.


“Indemnified Person” means a Company Indemnified
Person or a Fiduciary Indemnified Person.


“Indenture” means the Indenture dated as of October
17, 2007, between the Debenture Issuer and the Debenture Trustee, as amended
from time to time.


“Initial Administrator” has the meaning set forth in
the Original Declaration.


“Initial Purchasers” has the meaning set forth in the
Purchase Agreement.


“Initial Purchaser of Common Securities” means Affiliated
Managers Group, Inc., a Delaware corporation, or any successor entity resulting
from any merger, consolidation, amalgamation or other business combination.


“Institutional Administrator” means LaSalle Bank
National Association, not in its individual capacity but solely in its capacity
as an Administrator under this Declaration, and any Successor Administrator
thereto that is not a natural person.


“Interest” has the meaning set forth in the Indenture.


“Investment Company” means an investment company as defined
in the Investment Company Act.



 5
 








“Investment Company Act” means the Investment Company
Act of 1940, as amended from time to time, or any successor legislation.


“Investment Company Event” has the meaning set forth
in Annex I.


“IRS” means the United States Internal Revenue
Service.


“Legal Action” has the meaning set forth in Section
3.6(g).


“Like Amount” has the meaning set forth in Annex I.


“Liquidated Damages” has the meaning set forth in the
Indenture.


“Liquidation Amount” has the meaning set forth in
Annex I.


“Liquidation Distribution” has the meaning set forth
in Annex I.


“List of Holders” has the meaning set forth in Section
2.2(a).


“Majority in liquidation amount” means, with respect
to the Trust Securities, except as provided in the terms of the Preferred
Securities or by the Trust Indenture Act, Holder(s) of outstanding Trust
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount of all outstanding Trust Securities of
the relevant class.


“Offering Memorandum” means, the offering memorandum,
dated October 12, 2007, relating to the offering and sale by the Trust of the
Preferred Securities.


“Officers’ Certificate” means, with respect to any
Person, a certificate signed by any two of the following: the chairman of the
board of directors, a vice chairman, the chief executive officer, the president,
an executive vice president, a senior vice president, a vice president, the
chief financial officer, the secretary or an assistant secretary, the treasurer
or an assistant treasurer of the Guarantor. Any Officers’ Certificate delivered
by the Trust shall be signed by the Initial Purchaser of Common Securities or
by an Administrator on behalf of the Trust. Any Officers’ Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Declaration shall include:


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


(b)                                 a
brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Officers’ Certificate;


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



 6
 








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


“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of the Initial Purchaser of Common Securities,
and who shall be reasonably acceptable to the Property Trustee.  Any Opinion of Counsel pertaining to federal
income tax matters may rely on published rulings of the Internal Revenue
Service.


“Original Declaration” has the meaning set forth in
the second paragraph of the preamble hereto.


“Paying Agent” has the meaning specified in Section
7.4.


“Payment Amount” has the meaning specified in Section
6.1.


“Person” means a legal person, including 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.


“Plan” has the meaning set forth in Section 7.1(f).


“PORTAL” has the meaning set forth in Section
3.6(b)(iii).


“Preferred Securities” has the meaning specified in
Section 7.1(a).


“Preferred Securities Certificate” means a certificate
evidencing the Preferred Securities, in the form attached as Exhibit A-1
hereto.


“Property Trustee” has the meaning set forth in
Section 5.3(a).


“Property Trustee Account” has the meaning set forth
in Section 3.8(c)(i).


“Pro Rata” has the meaning set forth in Annex I.


“Purchase Agreement” has the meaning set forth in
Section 7.3.


“QIBs” has the meaning set forth in Section 3.6(b)(i).


“Quarterly Period” shall have the meaning set forth in
Section 15.1 hereof.


“Quorum” means, at any time that there are more than
two Administrators, a majority of the Administrators and, in all other cases,
all of the Administrators.


“Redemption/Distribution Notice” has the meaning set
forth in Annex I.


“Redemption Price” has the meaning set forth in Annex
I.


“Registrar” has the meaning set forth in Section 7.4.



 7
 








“Registration Rights Agreement” has the meaning set
forth in the Purchase Agreement.


“Registration Statement” has the meaning set forth in
Section 3.6(b)(i).


“Related Party” means, with respect to the Initial
Purchaser of Common Securities, any direct or indirect wholly owned subsidiary
of the Initial Purchaser of Common Securities or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Initial Purchaser of Common Securities.


“Repurchase Date” has the meaning set forth in the
Indenture.


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


“Restricted Preferred Security” has the meaning
specified in Section 9.2(a).


“Restricted Securities Legend” means the legend
specified in Section 9.2(c)(i).


“Rule 3a-5” means Rule 3a-5 under the Investment
Company Act, or any successor rule or regulation.


“Securities” or “Trust Securities” means the Common
Securities and the Preferred Securities.


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


“Securities Guarantee” means the Guarantee Agreement
dated as of October 17, 2007 of the Initial Purchaser of Common Securities in
respect of the Trust Securities.


“Special Event” has the meaning set forth in Section
4(d) of Annex I.


“Statutory Trust Act” means Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. §§ 3801 et seq., as it may be amended from time
to time, or any successor legislation.


“Successor Administrator” has the meaning set forth in
Section 5.7(b)(iii).


“Successor Delaware Trustee” has the meaning set forth
in Section 5.7(b)(ii).


“Successor Entity” has the meaning set forth in
Section 3.15(b)(i).


“Successor Property Trustee” has the meaning set forth
in Section 3.8(f)(ii).


“Successor Securities” has the meaning set forth in
Section 3.15(b)(i)(B).


“Super Majority” has the meaning set forth in Section
2.6(b)(ii).



 8
 








“25% in liquidation amount” means, with respect to the
Trust Securities, except as provided in the terms of the Preferred Securities
or by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of 25% or more of the
aggregate liquidation amount of all outstanding Securities of the relevant
class.


“Tax Event” has the meaning set forth in Annex I.


“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.


“Trading Day” has the meaning set forth in the
Indenture.


“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” means the Trust Indenture Act of
1939, as amended from time to time, or any successor legislation.


“Trust Securities” or “Securities” means the Common
Securities together with the Preferred Securities.


“Trustee” or “Trustees” means each Person who has
signed this Declaration as a trustee, so long as such Person shall continue as
a trustee in accordance with the terms hereof, and all other Persons who may
from time to time be duly appointed, qualified and serving as trustees in accordance
with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.


“Unrestricted Global Preferred Security” has the
meaning set forth in Section 9.2(b).


ARTICLE
II

TRUST INDENTURE ACT


SECTION 2.1                       Trust
Indenture Act; Application.


This Declaration is subject to the provisions of the
Trust Indenture Act that are required to be part of this Declaration in order
for this Declaration to be qualified under the Trust Indenture Act and shall,
to the extent applicable, be governed by such provisions.


(a)                                  The
Property Trustee shall be the only Trustee which is a trustee for the purposes
of the Trust Indenture Act.



 9
 








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


(c)                                  The
application of the Trust Indenture Act to this Declaration shall not affect the
nature of the Securities as equity securities representing undivided beneficial
interests in the assets of the Trust.


SECTION 2.2                       Lists of
Holders of Securities.


(a)                                  The
Registrar on behalf of the Trust shall provide the Property Trustee, unless the
Property Trustee is Registrar for the Securities, (i) within 14 days after each
record date for payment of Distributions a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the Holders (“List
of Holders”) as of such record date, provided that the Registrar on behalf of
the Trust shall not be obligated to provide such List of Holders at any time
that the List of Holders does not differ from the most recent List of Holders
given to the Property Trustee by the Registrar on behalf of the Trust, and (ii)
at any other time, within 30 days of receipt by the Trust of a written request
for a List of Holders as of a date no more than 14 days before such List of
Holders is given to the Property Trustee. The Property Trustee shall preserve,
in as current a form as is reasonably practicable, all information contained in
the List of Holders given to it or which it receives in the capacity as Paying
Agent (if acting in such capacity), provided that the Property Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.


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


SECTION 2.3                       Reports
by the Property Trustee.


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


SECTION 2.4                       Periodic
Reports to Property Trustee.


The Initial Purchaser of Common Securities, and either
the Initial Purchaser of Common Securities or the Administrators on behalf of
the Trust, shall provide to the Property Trustee such documents, reports and
information as are required by Section 314 of the Trust Indenture Act (if any)
and shall provide to the Property Trustee the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act, such compliance
certificate to be delivered annually on or before 120 days after the end of
each fiscal year of the Initial Purchaser of Common Securities. Delivery of
such documents, reports and information to the Property Trustee is for
informational purposes only and the Property Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including 



 10
 








compliance by the Initial
Purchaser of Common Securities with any of its covenants hereunder (as to which
the Property Trustee is entitled to rely exclusively on Officer’s
Certificates).


SECTION 2.5                       Evidence
of Compliance with Conditions Precedent.


The Initial Purchaser of
Common Securities, and either the Initial Purchaser of Common Securities or the
Administrators on behalf of the Trust, shall provide to the Property Trustee
such evidence of compliance with any conditions precedent provided for in this
Declaration that relate to any of the matters set forth in Section 314(c) of
the Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given
in the form of an Officers’ Certificate.


SECTION 2.6                       Events
of Default, Waiver.


(a)                                  An
Event of Default in respect of the Trust Securities means an Event of Default
(as defined in the Indenture) that has occurred and is continuing in respect of
the Debentures.


(b)                                 The
Holders of a Majority in liquidation amount of Preferred Securities may, by
vote, on behalf of the Holders of all of the Preferred Securities, waive any
past Event of Default in respect of the Preferred Securities and its
consequences, provided that, if the underlying event of default under the
Indenture:


(i)  is not waivable under the
Indenture, the Event of Default under the Declaration shall also not be
waivable; or


(ii)  requires the consent or
vote of greater than a majority in aggregate principal amount of the holders of
the Debentures (a “Super Majority”) to be waived under the Indenture, the Event
of Default under the Declaration may only be waived by the vote of the Holders
of at least the proportion in aggregate liquidation amount of the Preferred
Securities that the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding.


The foregoing provisions of this Section 2.6(b) shall
be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act. Upon
such waiver, any such default shall cease to exist, and any Event of Default
with respect to the Preferred Securities arising therefrom shall be deemed to
have been cured, for every purpose of this Declaration, but no such waiver
shall extend to any subsequent or other default or an Event of Default with
respect to the Preferred Securities or impair any right consequent thereon. Any
waiver by the Holders of the Preferred Securities of an Event of Default with
respect to the Preferred Securities shall also be deemed to constitute a waiver
by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote, or consent of the Holders of the Common Securities.


(c)                                  The
Holders of a Majority in liquidation amount of the Common Securities may, by
vote, on behalf of the Holders of all of the Common Securities, waive 



 11
 








any past Event
of Default with respect to the Common Securities and its consequences, provided
that, if the underlying Event of Default under the Indenture:


(i)  is not waivable under the
Indenture, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in this
Section 2.6(c), the Event of Default under the Declaration shall also not be
waivable; or


(ii)  requires the consent or
vote of a Super Majority to be waived, except where the Holders of the Common
Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(c), the Event of Default
under the Declaration may only be waived by the vote of the Holders of at least
the proportion in aggregate liquidation amount of the Common Securities that
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding;


provided further, the Holders of Common Securities
will be deemed to have waived any such Event of Default and all Events of
Default with respect to the Common Securities and their consequences if all
Events of Default with respect to the Preferred Securities have been cured,
waived or otherwise eliminated, and until such Events of Default have been so
cured, waived or otherwise eliminated, the Property Trustee will be deemed to
be acting solely on behalf of the Holders of the Preferred Securities and only
the Holders of the Preferred Securities will have the right to direct the
Property Trustee in accordance with the terms of the Securities. The foregoing
provisions of this Section 2.6(c) shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act.
Subject to the foregoing provisions of this Section 2.6(c), upon such waiver,
any such default shall cease to exist and any Event of Default with respect to
the Common Securities arising therefrom shall be deemed to have been cured for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.


(d)                                 A
waiver of an Event of Default under the Indenture by the Property Trustee, at
the direction of the Holders of the Preferred Securities, constitutes a waiver
of the corresponding Event of Default under this Declaration. The foregoing
provisions of this Section 2.6(d) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture
Act is hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.


SECTION 2.7                       Event of
Default, Notice.


(a)                                  The
Property Trustee shall, within ten Business Days after the Property Trustee has
actual knowledge that an Event of Default has occurred, (i) transmit by mail,
first-class postage prepaid, to the Holders of the Securities and (ii) transmit
by any means provided in this Declaration to the Administrators and the Initial
Purchaser of Common Securities, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
unless such defaults have been cured or 



 12
 








waived before
the giving of such notice (the term “defaults” for the purposes of this Section
2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of or Interest (as defined in
the Indenture), the Property Trustee shall be protected in withholding such
notice if and so long as a Responsible Officer of the Property Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders.


(b)                                 The
Property Trustee shall not be deemed to have knowledge of any default except:


(i)  a default under Sections
5.01(a) (other than the payment or non-payment of Compounded Interest,
Liquidated Damages, Additional Sums and Contingent Interest) and 5.01(b) of the
Indenture; or


(ii)  any default as to which the
Property Trustee shall have received written notice or of which a Responsible
Officer charged with the administration of the Declaration shall have actual
knowledge.


(c)                                  The
Debenture Issuer, and either the Debenture Issuer or the Administrators on
behalf of the Trust, shall file annually with the Property Trustee a
certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Declaration.


ARTICLE III


ORGANIZATION


SECTION 3.1                       Name.


The Trust continued
hereby is named “AMG Capital Trust II” as such name may be modified from time
to time by the Administrators following written notice to the Delaware Trustee,
the Property Trustee and the Holders. The Trust’s activities may be conducted
under the name of the Trust or any other name deemed advisable by the
Administrators.


SECTION 3.2                       Office.


The address of the
principal office of the Trust is c/o LaSalle Bank National Association, 540
West Madison Street, Suite 2500, Chicago, Illinois 60661, Attn: CDO Trust
Services Group — AMG Capital Trust II. On ten Business Days’ written notice to
the Delaware Trustee, the Property Trustee and the Holders of Securities, the
Administrators may designate another principal office, provided that such
designation does not cause the Trust to become subject to state or local tax.


SECTION 3.3                       Purpose.


The exclusive purposes and functions of the Trust are
(a) to issue and sell the Preferred Securities; (b) to issue and sell the
Common Securities to the Initial Purchaser of Common 



 13
 








Securities in a total
liquidation amount equal to $10,000; (c) to use the proceeds from the sale of
the Securities to acquire the Debentures and (d) except as otherwise limited
herein, to engage in only those other activities necessary, advisable or
incidental thereto, including, without limitation, those activities specified
in Sections 3.6, 3.8, 3.9, 3.10, 3.11 and/or 3.12. The Trust shall not acquire
any investments, sell or assign Trust property, borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its
assets, take or consent to any action that would result in the placement of a
lien on any of the Trust property, issue any securities other than the
Preferred Securities or Common Securities or otherwise undertake (or permit to
be undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.


SECTION 3.4                       Authority.


The Trust shall have the
power and authority and is hereby authorized to undertake the actions set forth
above and to own property and conduct its business as contemplated herein.  Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the
Administrators shall have exclusive and complete authority to carry out the
purposes of the Trust. An action taken by the Administrators in accordance with
their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust.  In dealing with Trustees or Administrators
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees and Administrators to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees and Administrators as set forth in this Declaration.


SECTION 3.5                       Title to
Property of the Trust.


Except as provided in
Section 3.8 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.


SECTION 3.6                       Powers
and Duties of the Administrators.


The Administrators, acting individually or together,
shall have the exclusive power, duty and authority, and are hereby authorized
and directed, to cause the Trust to engage in the following activities:


(a)                                  to
issue and sell the Securities in accordance with this Declaration; provided,
however, (i) the Trust may issue no more than one series of Preferred
Securities and no more than one series of Common Securities, (ii) there shall
be no interests in the Trust other than the Securities, and (iii) the issuance
of Securities shall be limited to a simultaneous issuance of both Preferred
Securities and Common Securities at the Closing Time;


(b)                                 in
connection with the issue and sale of the Preferred Securities at the direction
of the Initial Purchaser of Common Securities, to:



 14
 








(i)  assist in the preparation of
the Offering Memorandum and the Disclosure Package, in each case prepared by
the Initial Purchaser of Common Securities, in relation to the offering and
sale of the Preferred Securities to “qualified institutional buyers” (as
defined in Section 144A of the Securities Act) (“QIBs”) in reliance on Rule
144A under the Securities Act and to execute and file with the Commission, at
such time as determined by the Initial Purchaser of Common Securities, a
registration statement (the “Registration Statement”) prepared by the Initial
Purchaser of Common Securities, including any amendments thereto, covering (a)
resales by the holders of all Preferred Securities (including the Guarantee
Agreement), (b) resales by the holders of all Debentures, and (c) resales by
holders of the Common Stock issuable upon conversion of Preferred Securities by
the holder thereof, and take all other actions as directed by the Initial
Purchaser of Common Securities in connection with the Registration Rights
Agreement;


(ii)  execute and file any
documents prepared by the Initial Purchaser of Common Securities, or take any
acts as determined by the Initial Purchaser of Common Securities to be
necessary in order to qualify or register all or part of the Preferred
Securities in any state or foreign jurisdiction in which the Initial Purchaser
of Common Securities has determined to qualify or register such Preferred
Securities for sale;


(iii)  execute and file an
application, prepared by the Initial Purchaser of Common Securities, to the
Private Offerings, Resale and Trading through Automated Linkages (“PORTAL”)
Market and, at such time, if any, as determined by the Initial Purchaser of
Common Securities to the New York Stock Exchange, Inc. or any other national
stock exchange for listing upon notice of issuance of any Preferred Securities,
but if and only if the Initial Purchaser of Common Securities has authorized
the Administrators to make such filing;


(iv)  execute and deliver
letters, documents, or instruments with DTC and other Clearing Agencies
relating to the Preferred Securities;


(v)  execute and file with the
Commission a registration statement on Form 8-A, including any amendments
thereto, prepared by the Initial Purchaser of Common Securities relating to the
registration of the Preferred Securities under Section 12 of the Exchange Act,
but if and only if the Initial Purchaser of Common Securities has authorized
the Administrators to make such filing;


(vi)  execute and enter into the Purchase
Agreement providing for the sale of the Preferred Securites;


(vii)  execute and enter into the
Registration Rights Agreement and pursuant thereto execute and file with the
Commission a registration statement on Form S-1 or Form S-3,
including any amendments thereto, prepared by the Initial Purchaser of Common
Securities relating to the registration of the Preferred Securities under the
Securities Act; and



 15
 








(viii)  execute and file any
agreement, certificate or other document which such Administrator deems
necessary or appropriate in connection with the issuance and sale of the
Preferred Securities;


(c)                                  to
acquire the Debentures with the proceeds of the sale of the Preferred
Securities and the Common Securities; provided, however, that the
Administrators shall cause legal title to the Debentures to be held of record
in the name of the Property Trustee for the benefit of the Holders of Preferred
Securities and Holders of Common Securities;


(d)                                 to
give the Initial Purchaser of Common Securities and the Property Trustee prompt
written notice of the occurrence of a Special Event;


(e)                                  to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including and with respect to, for the
purposes of Section 316(c) of the Trust Indenture Act, Distributions (subject
to Section 2(d) of Annex I and Section 15.2 hereof), voting rights, redemptions
and exchanges, and to issue relevant notices to the Holders of Preferred
Securities and Holders of Common Securities as to such actions and applicable
record dates, except as such duty has expressly been accorded to the Property
Trustee under the terms hereof (including Annex I);


(f)                                    to
take all actions and perform such duties as may be required of the
Administrators pursuant to the terms of the Securities;


(g)                                 to
bring or defend, pay, collect, compromise, arbitrate, resort to legal action,
or otherwise adjust claims or demands of or against the Trust (“Legal Action”),
unless pursuant to Section 3.8(e), the Property Trustee has the exclusive power
to bring such Legal Action;


(h)                                 to
defend all claims and demands of all Persons at any time claiming any liens on
any of the Trust property adverse to the interest of the Trust or the Holders
in their capacity as Holders;


(i)                                     to
employ or otherwise engage employees and agents (who may be designated as
officers with titles) and managers, contractors, advisors, and consultants and
pay reasonable compensation for such services;


(j)                                     to
cause the Trust to comply with the Trust’s obligations under the Trust
Indenture Act;


(k)                                  to
give the certificate required by Section 314(a)(4) of the Trust Indenture Act
to the Property Trustee, which certificate may be executed by any
Administrator;


(l)                                     to
incur expenses that are necessary or incidental to carry out any of the
purposes of the Trust;


(m)                               to
act as, or appoint another Person to act as, Registrar, Conversion Agent or
Exchange Agent for the Securities or to appoint a Paying Agent for the
Securities as 



 16
 








provided in
Section 7.4, except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;


(n)                                 to
take all action that may be necessary or appropriate for the preservation and
the continuation of the Trust’s valid existence, rights, franchises and
privileges as a statutory trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the
limited liability of the Holders or to enable the Trust to effect the purposes
for which the Trust was created;


(o)                                 to
take any action, not inconsistent with this Declaration, the Certificate of
Trust or with applicable law, that the Administrators determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:


(i)  causing the Trust not to be
deemed to be an Investment Company under the Investment Company Act;


(ii)  causing the Trust to be
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation or partnership; and


(iii)  cooperating with the
Debenture Issuer to ensure that the Debentures will be treated as indebtedness
of the Debenture Issuer for United States federal income tax purposes;


provided that any such
action does not materially adversely affect the interests of the Holders of the
Preferred Securities or cause the trust to be treated as other than a grantor
trust for United States federal income tax purposes;


(p)                                 to
take all action necessary to cause all applicable tax returns and tax
information reports that are required to be filed with respect to the Trust to
be duly prepared and filed by the Administrators, on behalf of the Trust; and


(q)                                 to
execute all documents or instruments, perform all duties and powers, and do all
things for and on behalf of the Trust in all matters necessary or incidental to
the foregoing.


The Administrators must exercise the powers set forth
in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrators shall not
take any action that is inconsistent with the purposes and functions of the
Trust set forth in Section 3.3.


Subject to this Section 3.6, the Administrators shall
have none of the powers or the authority of the Property Trustee set forth in
Section 3.8.


Any expenses incurred by the Administrators pursuant
to this Section 3.6 shall be reimbursed by the Debenture Issuer.



 17
 








Notwithstanding any
provision to the contrary in this Declaration (including, without limitation,
this Article III), Annex I, any Exhibit hereto, any Securities, the Indenture,
the Securities Guarantee, or any other agreement or document contemplated by
any of the foregoing, and to the fullest extent permitted by law, the
Institutional Administrator (i) is agreed by the parties to be acting pursuant
to Section 3806(b)(7) of the Statutory Trust Act and shall have no duty (including,
without limitation, fiduciary duty) whatsoever to act hereunder, whether
separately as Administrator or on behalf of the Trust, until it receives
written direction reasonably satisfactory to it from the Initial Purchaser of
Common Securities, and until it receives payment or assurances of payment
reasonably satisfactory to it of expenses from the Debenture Issuer; (ii) shall
have no liability to any Person (including, without limitation, to the Trust,
any Holder or any Trustee) for any acts or omissions taken or omitted to be
taken by it pursuant to and in accordance with such written direction from the
Initial Purchaser of Common Securities, and such acts and omissions by the
Institutional Administrator shall be deemed not to constitute negligence, gross
negligence, bad faith or willful misconduct (it being understood that any such
liability shall be that of the Debenture Issuer insofar as having directed such
action); (iii) shall be entitled, in addition to the protections, benefits,
indemnities and immunities granted to it hereunder, to all of the protections,
benefits, indemnities and immunities granted to the Property Trustee hereunder;
and (iv) shall have the right to resign as Administrator by delivery to the
Initial Purchaser of the Common Securities of a written notice of resignation
not less than 10 Business Days prior to the time the resignation is to take
effect, and such resignation shall be effective as provided in the notice of
resignation whether or not a Successor Administrator shall have been appointed.


SECTION 3.7                       Prohibition
of Actions by the Trust, the Trustees and the Administrators.


(a)                                  The
Trust shall not, and the Trustees (including the Property Trustee and the
Delaware Trustee) and Administrators shall not, engage in any business, activities
or transactions except as expressly provided herein or contemplated hereby. In
particular, the Trust shall not and the Administrators shall cause the Trust
not to:


(i)  invest any proceeds received
by the Trust from holding the Debentures, but shall distribute all such
proceeds to Holders pursuant to the terms of this Declaration and of the
Securities;


(ii)  acquire any investments or
assets other than as expressly provided herein, or engage in any activities not
authorized by this Declaration;


(iii)  sell, assign, transfer,
exchange, pledge, set-off or otherwise dispose of any of the Trust property or
interests therein, including to the Holders, except as expressly provided
herein;


(iv)  take any action or fail to
take any action that would cause the Trust to fail or cease to qualify as a
grantor trust for United States federal income tax purposes;


(v)  possess Trust property for
other than a Trust purpose;


(vi)  make any loans or incur any
indebtedness;



 18
 








(vii)  have any power to, or
consent to any action that would vary the investment (within the meaning of
Treasury Regulation section 301.7701-4(c)) of the Trust or of the Holders;


(viii)  issue any securities or
other evidences of beneficial ownership of, or beneficial interest in, the
Trust other than the Securities;


(ix)  execute mortgages, pledge,
otherwise encumber any of the Trust’s assets or take or consent to any action
that would result in the placement of a lien on any of the Trust property; or


(x)  revoke any action previously
authorized or approved by a vote of the Holders of the Preferred Securities,
except by subsequent vote of such Holders.


(b)                                 So
long as the Property Trustee holds any Debentures, the Trustees and the
Administrators may not, without obtaining the prior consent of the Holders of a
Majority in liquidation amount of all outstanding Preferred Securities: (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or execute any trust or power conferred on
the Debenture Trustee with respect to the Debentures; (ii) revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities except by subsequent vote of such Holders; (iii) waive any past
default that is waivable under Section 5.07 of the Indenture; (iv) exercise any
right to rescind or annul a declaration accelerating the maturity of the
principal of the Debentures; or (v) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be
required; provided further, where a consent under the Indenture would require
the consent of Holders of a Super Majority of the aggregate principal amount of
Debentures affected thereby, only the Holders of the percentage of that
aggregate stated liquidation amount of the Preferred Securities which is at
least equal to the percentage required under the Indenture may direct the
Property Trustee to give such consent. In addition to obtaining the approval of
the Holders of the Preferred Securities, the Property Trustee shall be under no
obligation to take any of the actions described in clause (iii), (iv) or (v)
unless the Property Trustee has obtained an Opinion of Counsel experienced in
such matters to the effect that the Trust will not fail to be classified as a
grantor trust for federal income tax purposes after taking the action into
account and each Holder will be treated as owning an undivided beneficial
interest in the Debentures. The foregoing provisions of this Section 3.7(b) are
subject to Section 7.8 hereof.


SECTION 3.8                       Powers
and Duties of the Property Trustee.


(a)                                  The
legal title to the Debentures shall be owned by and held of record in the name
of the Property Trustee in trust for the benefit of the Holders. The right,
title and interest of the Property Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Property Trustee
in accordance with Section 5.7. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures
have been executed and delivered.



 19
 








(b)                                 The
Property Trustee shall not transfer its right, title and interest in the
Debentures to the Administrators (in its capacity as such to the extent that
the Person serving as Property Trustee is also an Administrator) or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).


(c)                                  The
Property Trustee shall:


(i)  establish and maintain a
segregated non-interest bearing trust account (the “Property Trustee Account”)
in the name of and under the exclusive control of the Property Trustee on
behalf of the Holders and, upon the receipt of payments of funds made in
respect of the Debentures held by the Property Trustee, deposit such funds into
the Property Trustee Account and make payments or cause the Paying Agent to
make payments to the Holders from the Property Trustee Account in accordance
with Section 6.1. Funds in the Property Trustee Account shall be held
uninvested until disbursed in accordance with this Declaration. The Property
Trustee Account shall be an account that is maintained with a banking
institution the rating on whose long-term unsecured indebtedness by a “nationally
recognized statistical rating organization,” as that term is defined for purposes
of Rule 436(g)(2) under the Securities Act, is at least investment grade;


(ii)  engage in such ministerial
activities as shall be necessary or appropriate to effect the redemption of the
Trust Securities to the extent the Debentures are redeemed or mature; and


(iii)  upon written notice of
distribution issued by the Administrators in accordance with the terms of the
Securities, engage in such ministerial activities as shall be necessary or
appropriate to effect the distribution of the Debentures to Holders upon the
occurrence of certain events.


(d)                                 The
Property Trustee shall take all actions and perform such duties as may be
specifically required of the Property Trustee pursuant to the terms of this
Declaration and the Securities.


(e)                                  Subject
to Section 3.9(a), the Property Trustee shall take any Legal Action which
arises out of or in connection with an Event of Default (of which a Responsible
Officer has actual knowledge), including in respect of enforcing rights under
the Indenture and the Debentures in respect of an event of default thereunder,
or the Property Trustee’s duties and obligations under this Declaration or the
Trust Indenture Act.


(f)                                    The
Property Trustee shall not resign as a Trustee unless either:


(i)  the Trust has been
completely liquidated and the proceeds of the liquidation distributed to the
Holders pursuant to the terms of the Securities; or


(ii)  a successor Property
Trustee has been appointed and has accepted that appointment in accordance with
Section 5.7 (a “Successor Property Trustee”).



 20
 








(g)                                 The
Property Trustee shall have the legal power to exercise all of the rights,
powers and privileges of a holder of Debentures under the Indenture and, if an
Event of Default actually known to a Responsible Officer occurs and is
continuing, the Property Trustee shall, for the benefit of Holders, enforce its
rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of this Declaration and the Securities.


(h)                                 The
Property Trustee shall be authorized to undertake any actions set forth in
Section 317(a) of the Trust Indenture Act.


(i)                                     For
such time as the Property Trustee is the Paying Agent, the Property Trustee may
authorize one or more Persons, acceptable to the Administrators and the Holder
of Common Securities, to act as additional Paying Agents and to pay
Distributions, redemption payments or liquidation payments on behalf of the
Trust with respect to all Securities and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act. Any such additional Paying
Agent may be removed by the Property Trustee at any time the Property Trustee
remains as Paying Agent and a successor Paying Agent or additional Paying
Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is so acting as Paying Agent.


(j)                                     The
Property Trustee shall give prompt written notice to Holders of any notice
received from the Debenture Issuer of its election to defer payments of
interest on the Debentures by extending the interest payment period under the
Indenture.


(k)                                  Subject
to this Section 3.8, the Property Trustee shall have none of the duties,
liabilities, powers or the authority of the Administrators set forth in Section
3.6.


Notwithstanding anything
expressed or implied to the contrary in this Declaration or any Annex or
Exhibit hereto, (i) the Property Trustee must exercise the powers set forth in
this Section 3.8 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and (ii) the Property Trustee shall not
take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.3.


SECTION 3.9                       Certain
Duties and Responsibilities of the Property Trustee.


(a)                                  The
Property Trustee, before the occurrence of any Event of Default and after the
curing or waiving of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and in the Securities and no implied covenants or obligations shall
be read into this Declaration against the Property Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6) of which a Responsible Officer has actual knowledge, the Property Trustee
shall exercise such of the rights and powers vested in it by this Declaration,
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. If no such Event of Default exists and the Property Trustee is
required to decide between alternative courses of action or to construe



 21














ambiguous
provisions in this Declaration or is unsure of the application of any provision
of this Declaration, and the matter is not one on which Holders of the
Preferred Securities or the Common Securities are entitled under this
Declaration to vote, then the Property Trustee shall take such action as
directed by the Holder of Common Securities and, if not directed, shall take
such action as it deems advisable and in the best interests of the Holders of
Preferred Securities and will have no liability, except for its own bad faith,
negligence or willful misconduct.


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


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


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


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


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


(iii)  the Property Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of not less than a
majority in liquidation amount of the Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the Property Trustee
under this Declaration;



 22
 








(iv)  no provision of this
Declaration shall require the Property 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 shall have
reasonable grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Declaration or
indemnity reasonably satisfactory to the Property Trustee against such risk or
liability is not reasonably assured to it;


(v)  the Property Trustee’s sole
duty with respect to the custody, safe keeping and physical preservation of the
Debentures and the Property Trustee Account shall be to deal with such property
in a similar manner as the Property Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded
to the Property Trustee under this Declaration and the Trust Indenture Act;


(vi)  the Property Trustee shall
have no duty or liability for or with respect to the value, genuineness,
existence or sufficiency of the Debentures or the payment of any taxes or
assessments levied thereon or in connection therewith;


(vii)  the Property Trustee shall
not be liable for any interest on any money received by it. Money held by the
Property Trustee need not be segregated from other funds held by it except in
relation to the Property Trustee Account maintained by the Property Trustee
pursuant to Section 3.8(c)(i) and except to the extent otherwise required by
law;


(viii)  the Property Trustee
shall not be responsible for monitoring the compliance by the Administrators or
the Initial Purchaser of Common Securities with their respective duties under
this Declaration, nor shall the Property Trustee be liable for any default or misconduct
of the Administrators (other than to the extent that the Property Trustee also
serves as an Administrator) or the Initial Purchaser of Common Securities; and


(ix)  the Property Trustee shall
not be deemed to have notice of any Event of Default unless a Responsible
Officer of the Property Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Property
Trustee at the Corporate Trust Office of the Property Trustee, and such notice
references the Securities and this Indenture, except as set forth in Section
2.7(b).


SECTION 3.10   Certain
Rights of Property Trustee.


(a)           Subject
to the provisions of Section 3.9:


(i)  the Property Trustee may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document 



 23
 








believed by it
to be genuine and to have been signed, sent or presented by the proper party or
parties;


(ii)  any direction or act of the
Initial Purchaser of Common Securities or the Administrators contemplated by
this Declaration may be sufficiently evidenced by an Officers’ Certificate;


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


(iv)  the Property Trustee shall
have no duty to see to any recording, filing or registration of any instrument
(including any financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or re-registration thereof;


(v)  the Property Trustee may
consult with counsel or other experts of its selection and the advice or
opinion of such counsel and experts with respect to legal matters or advice
within the scope of such experts’ area of expertise shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with such advice or
opinion, such counsel may be counsel to the Initial Purchaser of Common
Securities or any of its Affiliates, and may include any of its employees. The
Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;


(vi)  the Property Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Declaration at the request or direction of any Holder, unless such Holder
shall have provided to the Property Trustee security and indemnity, reasonably
satisfactory to the Property Trustee, against the costs, expenses (including
reasonable attorneys’ fees and expenses and the expenses of the Property
Trustee’s agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Property Trustee provided, that,
nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Declaration;


(vii)  the Property Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Property 



 24
 








Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit;


(viii)  the Property Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, custodians, nominees or attorneys and
the Property Trustee shall not be responsible for any misconduct or negligence
on the part of any such agent, custodian, nominee or attorney appointed with
due care by it hereunder;


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


(x)  whenever in the
administration of this Declaration the Property Trustee shall deem it desirable
to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Property Trustee (i) may request instructions
from the Holders which instructions may only be given by the Holders of the
same proportion in liquidation amount of the Securities as would be entitled to
direct the Property Trustee under the terms of the Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in accordance
with such instructions;


(xi)  except as otherwise
expressly provided by this Declaration, the Property Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of
this Declaration;


(xii)  the Property Trustee shall
not be liable for any action taken, suffered, or omitted to be taken by it in
good faith, without negligence, and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Declaration;


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


(xiv)  the Property Trustee may
request that the Initial Purchaser of Common Securities 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 Declaration,
which Officers’ Certificate may be signed by any 



 25
 








person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded;
and


(xv)  The permissive rights of
the Property Trustee to do things enumerated in this Declaration shall not be
construed as duties.


(b)           No
provision of this Declaration shall be deemed to impose any duty or obligation
on the Property Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.  In the exercise
of its discretion, the Property Trustee shall take no action or fail to take
any action that, to the actual knowledge of a Responsible Officer of the
Property Trustee, would cause the Trust to be treated as other than a grantor
trust for U.S. federal income tax purposes, provided, however, that the
Property Trustee, at the expense of the Initial Purchaser of Common Securities,
shall consult with legal tax counsel experienced in such matters in the event
of an Event of Default.


SECTION 3.11  Delaware Trustee.


Notwithstanding any other provision of this
Declaration other than Section 5.2, the Delaware Trustee shall not be entitled
to exercise any powers, nor shall the Delaware Trustee have any of the duties
and responsibilities of the Administrators or the Property Trustee described in
this Declaration. Except as set forth in Section 5.2, the Delaware Trustee
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Statutory Trust Act. In the event the
Delaware Trustee shall at any time be required to take any action or perform
any duty hereunder, the Delaware Trustee shall be entitled to the benefits of
Section 3.9(b)(ii) to (viii), inclusive, and Section 3.10. No implied covenants
or obligations shall be read into this Declaration against the Delaware
Trustee.


SECTION 3.12  Execution of Documents.


Unless otherwise determined by the Administrators, and
except as otherwise required by the Statutory Trust Act, a majority of the
Administrators or, if there are only two, any Administrator or, if there is
only one, such Administrator is authorized to execute and deliver on behalf of
the Trust any documents that the Administrators have the power and authority to
execute pursuant to Section 3.6; provided that the Registration Statement
referred to in Section 3.6(b)(i), including any amendments thereto, shall, to
the extent required by applicable law, 
be signed by (or on behalf of) all of the Administrators.


SECTION 3.13  Not Responsible for Recitals or Issuance
of Securities.


The recitals contained in this Declaration and the
Securities shall be taken as the statements of the Initial Purchaser of Common
Securities, and the Trustees and Administrators do not assume any
responsibility for their correctness. The Trustees and Administrators make no 



 26
 








representations as to the
value or condition of the property of the Trust or any part thereof. The
Trustees and Administrators make no representations as to the validity or
sufficiency of this Declaration or the Securities.


SECTION 3.14  Duration of Trust.


The Trust, unless terminated pursuant to the
provisions of Article VIII hereof, shall have existence up to October 17, 2042.


SECTION 3.15  Mergers.


(a)           The
Trust may not merge with or into, consolidate, amalgamate, or be replaced by,
or convey, transfer or lease all or substantially all of its properties and
assets to any Person, except as described in Section 3.15(b) and (c) and except
with respect to the distribution of Debentures to Holders pursuant to Section
8.1(a)(iii) of this Declaration or Section 3 of Annex I.


(b)           The
Trust may, at the request of the Holder of Common Securities, with the consent
of the Administrators or, if there are more than two, a majority of the
Administrators and without the consent of the Holders, the Delaware Trustee or
the Property Trustee, merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease all or substantially all of its properties
and assets to, a trust organized as such under the laws of any State; provided
that:


(i)  such successor entity (if
not the original Trust) (the “Successor Entity”) either:


(A)  expressly assumes all of the
obligations of the Trust under the Securities; or


(B)  substitutes for the
Securities other securities having substantially the same terms as the
Securities (the “Successor Securities”) so long as the Successor Securities
rank the same as the Securities rank with respect to Distributions and payments
upon liquidation, redemption and otherwise, provided, however that the
Administrator first obtains the opinion of counsel of the Trust experienced in
such matters, to the effect that such substitution would not vary the
investment (within the meaning of Treasury Regulation Section 301.7701-4(c)) of
the Trust or of the Holders;


(ii)  the Holder of Common
Securities expressly appoints a trustee of any Successor Entity that possesses
the same powers and duties as the Property Trustee as the holder of the
Debentures;


(iii)  any such preferred
Successor Securities are listed or quoted, or any such preferred Successor
Securities will be listed or quoted upon notification of issuance, on any
national securities exchange or with another organization on which the
Preferred Securities are then listed or quoted, if any;



 27
 








(iv)  if the Preferred Securities
(including any Successor Securities) or the Debentures are rated by any
nationally recognized statistical rating organization prior to such
transaction, such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause either the Preferred Securities (including any
Successor Securities), or the Debentures to have a lower rating by any
nationally recognized statistical rating organization;


(v)  such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders (including the
holders of any Successor Securities) in any material respect or cause the Trust
or the successor entity to be treated as other than a grantor trust for United
States federal income tax purposes;


(vi)  any Successor Entity has a
purpose substantially identical to that of the Trust;


(vii)  prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, each
of the Holder of Common Securities and the Property Trustee has received an
opinion of independent counsel to the Trust experienced in such matters to the
effect that:


(A)  such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders (including the
holders of any Successor Securities) in any material respect;


(B)  following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor the Successor Entity will be an Investment Company; and


(C)  following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Trust continues to be, and any Successor Entity will be, classified as a
grantor trust for United States federal income tax purposes;


(viii)  the Holder of Common
Securities or any permitted successor or assignee owns all of the common
securities of any Successor Entity and guarantees the obligations of such
Successor Entity under any Successor Securities at least to the extent provided
by the Guarantee Agreement; and


(ix)  there shall have been
furnished to the Property Trustee an Officer’s Certificate and an Opinion of
Counsel, each to the effect that all conditions precedent in this Declaration
to such transaction have been satisfied.


(c)           Notwithstanding
Section 3.15(b), the Trust shall not, except with the consent of Holders of
100% in liquidation amount of the Securities, consolidate, amalgamate, merge
with or into, or be replaced by, or convey, transfer or lease all or
substantially all of its properties and assets to any other 



 28
 








Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the Successor Entity not
to be classified as a grantor trust for United States federal income tax
purposes or would cause any holder of the Preferred Securities or the Successor
Securities not to be treated as owning an undivided beneficial interest in the
Debentures.


ARTICLE
IV

INITIAL PURCHASER OF COMMON SECURITIES


SECTION 4.1  Purchase of Common Securities by Initial
Purchaser.


At the Closing Time, the Initial Purchaser of Common
Securities will purchase all of the Common Securities then issued by the Trust,
the aggregate liquidation amount of which shall at such date equal $10,000.


SECTION 4.2  Responsibilities of the Initial Purchaser
of Common Securities.


In connection with the issue and sale of the Preferred
Securities, the Initial Purchaser of Common Securities shall have the exclusive
right and responsibility to engage in the following activities:


(a)           to
prepare the Disclosure Package and the Offering Memorandum and to prepare for
filing by the Trust with the Commission the Registration Statement, including
any amendments thereto;


(b)           to
determine the states and foreign jurisdictions in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents to be executed and filed by the Trust, as the Initial
Purchaser of Common Securities deems necessary or advisable in order to comply
with the applicable laws of any such states and foreign jurisdictions;


(c)           if
so determined by the Initial Purchaser of Common Securities, to prepare for
filing by the Trust an application to PORTAL;


(d)           to
prepare for filing by the Trust with the Commission a registration statement on
Form 8-A relating to the registration of the Preferred Securities under Section
12 of the Exchange Act, including any amendments thereto, if the Initial
Purchaser of Common Securities in its sole discretion determines such a filing
is necessary or appropriate;


(e)           to
negotiate the terms of the Purchase Agreement, the Registration Rights
Agreement and other related agreements providing for the sale of the Preferred
Securities; and



 29
 








(f)            to
execute all documents or instruments, perform all duties and powers, and do all
things for and on behalf of the Trust in all matters necessary or incidental to
the foregoing.


SECTION 4.3  Right to Proceed.


The Initial Purchaser of Common Securities
acknowledges the rights of the Holders of Preferred Securities, in the event
that a failure of the Trust to pay Distributions on the Preferred Securities is
attributable to the failure of the Debenture Issuer to pay Interest or
principal on the Debentures and the rights of the Holders to institute a
proceeding directly against the Debenture Issuer for enforcement of its payment
obligations on the Debentures.


SECTION 4.4  Right to Terminate Trust.


The Holder of Common Securities will have the right at
any time to terminate the Trust and, after satisfaction of liabilities to
creditors of the Trust as required by applicable law, to cause the Debentures
to be distributed to the Holders of the Trust Securities in liquidation of the
Trust.


SECTION 4.5  Obligations of the Initial Purchaser.


The Initial Purchaser of Common Securities agrees to
take the position, for United States federal and state income tax purposes,
that (i) the Trust is a grantor trust and not a partnership or an association
taxable as a corporation, and (ii) the Debentures constitute indebtedness of the
Company that is subject to the Treasury Regulations governing contingent
payment debt instruments (“CPDI Regulations”).


ARTICLE V

TRUSTEES AND ADMINISTRATORS


SECTION 5.1  Number of Trustees and Administrators:
Appointment of Co-Trustee.


The combined number of Trustees and Administrators
initially shall be three, consisting of one Administrator, the Delaware Trustee
and the Property Trustee, and:


(a)           at
any time before the issuance of any Securities, the Initial Purchaser of Common
Securities may, by written instrument, increase or decrease the number of
Trustees or the number of Administrators; and


(b)           after
the issuance of any Securities, the number of Trustees or the number of
Administrators may be increased or decreased by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities;



 30
 








provided, however, that, the combined number of
Trustees and Administrators shall in no event be less than three (3); provided
further that (1) one Trustee, in the case of a natural person, shall be a
person who is a resident of the State of Delaware or that, if not a natural
person, is an entity which has its principal place of business in the State of
Delaware (the “Delaware Trustee”); (2) there shall be at least one
Administrator to perform ministerial functions (including the Initial
Administrator, each, an “Administrator”) and any Administrator may but is not
required to be an employee or officer of, or affiliated with, the Initial Purchaser
of Common Securities; and (3) one Trustee shall be the Property Trustee for so
long as this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets
the applicable requirements.  The term “Administrators”
as used herein shall not include any Trustees but shall include all Persons who
accept appointment as Administrator of the Trust, or if there shall be only one
Administrator, then such term shall be deemed to refer to such Administrator.
Notwithstanding the above, unless an Event of Default shall have occurred and
be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any
part of the Trust’s property may at the time be located, the Holders of a
Majority in liquidation amount of the Common Securities acting as a class at a
meeting of the Holders of the Common Securities, and the Administrators shall
have power to appoint one or more Persons either to act as a co-trustee,
jointly with the Property Trustee, of all or any part of the Trust’s property,
or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
Person or Persons in such capacity any property, title, right or power deemed
necessary or desirable, subject to the provisions of this Declaration. In case
an Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make any such appointment of a co-trustee.


SECTION 5.2  Delaware Trustee.


If required by the Statutory Trust Act, the Delaware
Trustee shall be:


(a)           a
natural person who is a resident of the State of Delaware; or


(b)           if
not a natural person, an entity which has its principal place of business in
the State of Delaware, and otherwise meets the requirements of applicable law,


provided that, if the Property Trustee has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the Property Trustee shall also be the
Delaware Trustee and Section 3.11 shall have no application.


SECTION 5.3  Property Trustee; Eligibility.


(a)           There
shall at all times be one Trustee (the “Property Trustee”) which shall act as
Property Trustee which shall:


(i)  not be an Affiliate of the
Initial Purchaser of Common Securities; and


(ii)  be a corporation or
national banking association organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District
of Columbia, or a corporation or Person permitted by the 



 31
 








Commission to
act as an institutional trustee under the Trust Indenture Act, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then for the
purposes of this Section 5.3(a)(ii), 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.


(b)           If
at any time the Property Trustee shall cease to be eligible to so act under
Section 5.3(a), the Property Trustee shall immediately resign in the manner and
with the effect set forth in Section 5.7(c).


(c)           If
the Property Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and
the Holder of the Common Securities (as if it were the obligor referred to in
Section 310(b) of the Trust Indenture Act) shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


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


(e)           The
initial Property Trustee shall be:


LaSalle Bank National
Association

540 West Madison Street, Suite 2500

Chicago, Illinois 60661

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust II


SECTION 5.4  Certain Qualifications of Administrators
and Delaware Trustee Generally.


Each Administrator and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.


SECTION 5.5  Administrators.


(a)           The
Initial Administrator shall resign as Administrator effective as of the
delivery of this Declaration by all parties hereto.


The successor Administrator shall be:


The Institutional Administrator



 32
 








LaSalle Bank National Association

540 West Madison Street, Suite 2500

Chicago, Illinois 60661

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust II


(b)           To
the extent that, at any time or from time to time, there is more than one
Administrator,


(i)  except as expressly set
forth in this Declaration and except if a meeting of the Administrators is
called with respect to any matter over which the Administrators have power to
act, any power of the Administrators may be exercised by, or with the consent
of, any one such Administrator; and


(ii)  unless otherwise determined
by the Administrators, and except as otherwise required by the Statutory Trust
Act or applicable law, any Administrator is authorized to execute on behalf of
the Trust any documents which the Administrators have the power and authority
to cause the Trust to execute pursuant to Section 3.6, provided, that, any
Registration Statement referred to in Section 3.6, including any amendments
thereto, shall, to the extent required by applicable law, be signed by all of
the Administrators.


SECTION 5.6  Delaware Trustee.


The initial Delaware Trustee shall be:


LaSalle National
Trust Delaware


1201 North Orange
Street


Suite 1000


Wilmington, DE
19801


Fax: (302)
427-1414


Telephone: (302) 427-1401


SECTION 5.7  Appointment, Removal and Resignation of Trustees
and Administrators.


(a)           Except
as provided otherwise in this Section 5.7 and in Annex I hereto Trustees and
Administrator may be appointed or removed without cause at any time:


(i)  until the issuance of any
Securities, by written instrument executed by the Initial Purchaser of Common
Securities;


(ii)  after the issuance of any
Securities:


(A)  unless an Event of Default
shall have occurred and be continuing, by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities, or without a meeting by the written
consent of the 



 33
 








Holders of a
Majority in liquidation amount of the Common Securities; and


(B)  if an Event of Default shall
have occurred and be continuing, in which event the Property Trustee or the
Delaware Trustee may be removed only by the vote of Holders of a Majority in
liquidation amount of the Preferred Securities voting as a class at a meeting
of Holders of the Preferred Securities, or without a meeting by the written
consent of the Holders of a Majority in liquidation amount of the Preferred
Securities.


(b)           (i)  The Trustee that acts as Property Trustee
shall not be removed in accordance with Section 5.7(a) until a Successor
Property Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the removed Property Trustee, the remaining Trustees, the Administrators and
the Initial Purchaser of Common Securities; and


(ii)  The Trustee that acts as
Delaware Trustee shall not be removed in accordance with Section 5.7(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the removed Property Trustee, the
remaining Trustees and the Administrators and the Initial Purchaser of Common
Securities.


(iii)  The Institutional
Administrator shall not be removed in accordance with Section 5.7(a) unless and
until at least one other Administrator shall have been appointed and shall have
accepted such appointment to act as an Administrator hereunder (a “Successor Administrator”)
by written instrument executed by such Successor Administrator and delivered to
the Initial Purchaser of Common Securities.


(c)           A
Trustee or Administrator appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee or Administrator may resign from office (without need for prior or
subsequent accounting) by an instrument in writing signed by the Trustee or
Administrator and delivered to the other Trustees and Administrators, the
Initial Purchaser of Common Securities and the Trust, which resignation shall
take effect upon such delivery or upon such later date as is specified therein;
provided, however, that:


(i)  No such resignation of the
Trustee or Administrator that acts as the Property Trustee or the Institutional
Administrator shall be effective:


(A)  except as otherwise provided
in Section 3.6, until a Successor Property Trustee or Successor Administrator,
as the case may be, has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee or Successor
Administrator, as the case may be, and delivered to the Trust, the Delaware
Trustee, the Initial 



 34
 








Purchaser of
Common Securities, the resigning Property Trustee and/or the resigning
Administrator, as applicable; or


(B)  until the assets of the
Trust have been completely liquidated and the proceeds thereof distributed to
the Holders; and


(ii)  No such resignation of the
Trustee that acts as the Delaware Trustee shall be effective until a Successor
Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Property Trustee, the Administrator, the Initial Purchaser of Common
Securities and the resigning Delaware Trustee.


(d)           The
Holders of the Common Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.


(e)           If
no Successor Property Trustee or Successor Delaware Trustee shall have been
appointed and accepted appointment as provided in this Section 5.7 within 60
days after delivery of an instrument of resignation or removal, the Property
Trustee or Delaware Trustee resigning or being removed, as applicable, at the
expense of the Initial Purchaser of Common Securities, may petition any court
of competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper and prescribe, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.


(f)            No
Property Trustee, Delaware Trustee or Administrator shall be liable for the
acts or omissions to act of any Successor Property Trustee, Successor Delaware
Trustee or Successor Administrator, as the case may be.


(g)           At
the time of resignation or removal of the Property Trustee, the Delaware
Trustee or the Institutional Administrator, the Debenture Issuer shall pay to
such Trustee any amounts that may be owed to such Trustee pursuant to Section
10.4.


SECTION 5.8  Vacancies Among Trustees and Administrators.


If a Trustee or Administrator ceases to hold office
for any reason and the number of Trustees or Administrators, as the case may
be, is not reduced pursuant to Section 5.1, or if the number of Trustees or
Administrators, as the case may be, is increased pursuant to Section 5.1, a
vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrators or, if there are more than two, a majority of the
Administrators shall be conclusive evidence of the existence of such vacancy.
The vacancy shall be filled with a Trustee or Administrator, as the case may
be, appointed in accordance with Section 5.7.


SECTION 5.9  Effect of Vacancies.


The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not operate to dissolve, 



 35
 








terminate or annul the
Trust. Whenever a vacancy in the number of Administrators shall occur, until
such vacancy is filled by the appointment of an Administrator in accordance
with Section 5.7, the Administrators in office, regardless of their number,
shall have all the powers granted to the Administrators and shall discharge all
the duties imposed upon the Administrators by this Declaration.


SECTION 5.10  Meetings.


If there is more than one Administrator, meetings of
the Administrators shall be held from time to time upon the call of any
Administrator. Regular meetings of the Administrators may be held at a time and
place fixed by resolution of the Administrators. Notice of any in-person
meetings of the Administrators shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before such meeting. Notice of any telephonic meetings of
the Administrators or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrator
at a meeting shall constitute a waiver of notice of such meeting except where
an Administrator attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Administrators may be taken at a meeting by vote of a majority of
the Administrators present (whether in person or by telephone), provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Administrators. In the event there is only one Administrator, any and all
action of such Administrator shall be evidenced by a written consent of such
Administrator.


SECTION 5.11  Delegation of Power.


(a)           Any
Administrator may, by power of attorney consistent with applicable law,
delegate to any other Person his, her or its power for the purpose of executing
any documents contemplated in Section 3.6, including any registration statement
or amendment thereto filed with the Commission, or making any other
governmental filing; and


(b)           The
Administrators shall have power to delegate from time to time to such of their
number or to officers of the Trust the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Administrators or otherwise as the Administrators may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of this Declaration.


SECTION 5.12  Merger, Conversion, Consolidation or
Succession to Business.


If the Property Trustee, the Delaware Trustee or any
Administrator that is not a natural person, as the case may be, is merged,
converted or consolidated into another Person, or any such Trustee or
Administrator is a party to a merger, conversion or consolidation that results
in a new entity, or any Person succeeds to all or substantially all the corporate
trust business of the 



 36
 








Property Trustee, the
Delaware Trustee or any Administrator that is not a natural person, as the case
may be, the new entity shall be the successor of the Property Trustee, the
Delaware Trustee or the Administrator, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided such Person shall be otherwise qualified and
eligible.


ARTICLE
VI

DISTRIBUTIONS


Holders shall receive Distributions in accordance with
the applicable terms of the relevant Holder’s Securities.  If and to the extent that the Debenture
Issuer makes a payment of Interest (including Compounded Interest, Liquidated
Damages, Additional Sums and Contingent Interest) or principal on the
Debentures held by the Property Trustee, or other amounts payable thereunder
with respect to overdue installments of principal or Interest, or any other
payments with respect to the Debentures held by the Property Trustee (the
amount of any such payment being a “Payment Amount”), the Property Trustee
shall and is directed, to the extent funds are available for that purpose, to
make a distribution (a “Distribution”) of the Payment Amount to Holders.


ARTICLE
VII

ISSUANCE OF SECURITIES


SECTION 7.1  General Provisions Regarding Securities.


(a)           The
Trust shall issue one class of convertible trust preferred securities
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Annex I (the “Preferred Securities”) and one
class of common securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the “Common
Securities”). The Trust shall issue no securities or other interests in the
assets of the Trust other than the Preferred Securities and the Common
Securities.


(b)           The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute
a loan to the Trust.


(c)           Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and non-assessable.


(d)           Each
Holder or beneficial owner of any Preferred Security agrees, for U.S. federal
income tax purposes:


(i)  to treat the Trust as a
grantor trust and not as a partnership or an association taxable as a
corporation;


(ii)  to the treatment of such
Holder or beneficial owner as a grantor owner of an undivided interest in the
Debentures;



 37
 








(iii)  to treat the Debentures as
indebtedness of the Initial Purchaser of Common Securities subject to the CPDI
Regulations;


(iv)  to accrue in gross income
such Holder’s or beneficial owner’s pro rata share of the interest income
accruing on the Debentures (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)
attached as Exhibit A-3 hereto, determined by the Initial Purchaser of Common
Securities; and


(v)  to treat such comparable
yield and projected payment schedule determined by the Initial Purchaser of
Common Securities as “reasonable” for the purposes of the CPDI Regulations.


(e)           Each
Preferred Security certificate evidencing the Global Preferred Securities and
any Certificated Preferred Securities (and all Preferred Securities issued in
exchange therefor or substitution thereof) shall bear legends in substantially
the following form:


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 LIQUIDATION 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 DEBENTURE ISSUER 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
DEBENTURE ISSUER AS “REASONABLE” FOR PURPOSES OF TREASURY REGULATION SECTION
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


(f)            On
each day from the date on which the Holder acquires the Preferred Securities
through and including the date on which the Holder disposes of its interests in
such Preferred Securities:  (a) such
Holder is not an employee benefit plan or other similar retirement plan or
arrangement, whether or not subject to the Employee 



 38
 








Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of 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 (each, a “Plan”)
and no part of the assets to be used by such Holder to acquire and/or hold the
Preferred Securities or any interest therein constitutes plan assets of any
Plan or (b) the acquisition, holding, and, if applicable, conversion of the
Preferred Securities by such Holder will not constitute a non-exempt prohibited
transaction under the 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; and


(g)           Each
Preferred Security Certificate will bear the following legend:


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


(h)           Every
Person, by virtue of having become a Holder or a beneficial owner in any Global
Preferred Security in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Declaration.


SECTION 7.2  Execution and Authentication.


(a)           The
Securities shall be signed on behalf of the Trust by an Administrator. In case
any Administrator of the Trust who shall have signed any of the Securities
shall cease to be such Administrator before the Securities so signed shall be
delivered by the Trust, such Securities nevertheless may be delivered as though
the person who signed such Securities had not ceased to be such Administrator;
and any Securities may be signed on behalf of the Trust by such persons who, at
the actual date of execution of such Security, shall be the Administrators of
the Trust, although at the date of the execution and delivery of the
Declaration any such person was not an Administrator.



 39
 








(b)           One
Administrator shall sign the Securities for the Trust by manual or facsimile
signature.


A Preferred Security shall not be valid until
authenticated by the manual signature of an authorized signatory of the
Property Trustee. The signature shall be conclusive evidence that the Preferred
Security has been authenticated under this Declaration.


Upon a written order of the Trust signed by the
Initial Holder of Common Securities, the Property Trustee shall authenticate
the Preferred Securities for original issue. The aggregate number of Preferred
Securities outstanding at any time shall not exceed the number set forth in the
Terms in Annex I hereto except as provided in Section 7.6.


The Property Trustee may appoint an authenticating
agent acceptable to the Trust to authenticate Preferred Securities. An
authenticating agent may authenticate Preferred Securities whenever the
Property Trustee may do so. Each reference in this Declaration to
authentication by the Property Trustee includes authentication by such agent.
An authenticating agent has the same rights as the Property Trustee to deal
with the Initial Purchaser of Common Securities or an Affiliate.


SECTION 7.3  Form and Dating.


The Preferred Securities shall be evidenced by one or
more certificates substantially in the form of Exhibit A-1 and the Common
Securities shall be evidenced by one or more certificates substantially in the
form of Exhibit A-2, each of which is hereby incorporated in and expressly made
a part of this Declaration. The Property Trustee’s certificate of
authentication shall be substantially in the form set forth in Exhibit A-1.
Certificates representing the Securities may be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrators, as evidenced by their execution thereof. The Securities may
have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange rule, agreements to which the Trust is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Trust). The Trust at the direction of the Initial Purchaser of Common
Securities shall furnish any such legend not contained in Exhibit A-1 to the
Property Trustee and, if applicable, the Institutional Administrator in writing.
Each Security shall be dated the date of its authentication. The terms and
provisions of the Securities set forth in Annex I and the forms of Securities
set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and
to the extent applicable, the Property Trustee and the Initial Purchaser of
Common Securities, by their execution and delivery of this Declaration,
expressly agree to such terms and provisions and to be bound thereby.


The Preferred Securities are being offered and sold by
the Trust pursuant to a Purchase Agreement relating to the Preferred
Securities, dated October 11, 2007, among the Trust, the Initial Purchaser of
Common Securities and the Initial Purchasers named therein (the “Purchase
Agreement”).


(a)           Global
Securities. Preferred Securities offered and sold to QIBs as provided in
the Purchase Agreement shall initially be issued in the form of one or more 



 40
 








permanent
Global Certificates in definitive, fully registered form without distribution
coupons as set forth in Exhibit A-1 hereto (a “Global Preferred Security”),
which shall be deposited on behalf of the purchasers of the Global Preferred
Securities represented thereby with the Property Trustee, at its Corporate
Trust Office, as custodian for the Clearing Agency, and registered in the name
of the Clearing Agency or a nominee of the Clearing Agency, duly executed by
the Trust and authenticated by the Property Trustee as hereinafter provided.
The number of Preferred Securities represented by a Global Preferred Security
may from time to time be increased or decreased by adjustments made on the
records of the Property Trustee and the Clearing Agency or its nominee as
hereinafter provided. Except as provided in Section 9.2(g), owners of
beneficial interests in a Global Preferred Security will not be entitled to
receive Certificated Preferred Securities.


(b)           Book-Entry
Provisions. This Section 7.3(b) shall apply only to the Global Preferred
Securities and such other Preferred Securities in global form as may be
authorized by the Trust to be deposited with or on behalf of the Clearing
Agency.


An Administrator shall execute and the Property
Trustee shall, in accordance with this Section 7.3, authenticate and make
available for delivery initially one or more Global Preferred Securities that
(i) shall be registered in the name of Cede & Co. or other nominee of a
Clearing Agency and (ii) shall be delivered by the Property Trustee to such
Clearing Agency or pursuant to such Clearing Agency’s written instructions or,
if no such written instructions are received by the Property Trustee, held by
the Property Trustee as custodian for the Clearing Agency.


Clearing Agency Participants shall have no rights
under this Declaration with respect to any Global Preferred Security held on
their behalf by the Clearing Agency or by the Property Trustee as the custodian
of the Clearing Agency or under such Global Preferred Security, and the
Clearing Agency may be treated by the Trust, the Property Trustee and any agent
of the Trust or the Property Trustee as the absolute owner of such Global
Preferred Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Trust, the Property Trustee or any agent of
the Trust or the Property Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Clearing Agency or
impair, as between the Clearing Agency and its Participants, the operation of
customary practices of such Clearing Agency governing the exercise of the
rights of a holder of a beneficial interest in any Global Preferred Security.


(c)           Certificated
Preferred Securities. Except as provided in Section 9.2(e), owners of
definitive, fully registered certificated Preferred Securities (“Certificated
Preferred Securities”) will not be entitled to receive beneficial interests in
a Global Preferred Security.


(d)           Authorized
Denominations. The Preferred Securities are issuable only in denominations
of $50.00 and any integral multiple thereof.



 41
 








SECTION 7.4  Registrar, Paying Agent, Conversion Agent
and Exchange Agent.


The Trust shall maintain (i) an office or agency where
Preferred Securities may be presented for registration of transfer (“Registrar”),
(ii) an office or agency where Preferred Securities may be presented for
payment (“Paying Agent”), (iii) an office or agency where Preferred Securities
may be presented for conversion (“Conversion Agent”) and (iv) an office or
agency where Preferred Securities may be presented for repurchase upon the
occurrence of a Change In Control (“Exchange Agent”). The Registrar shall keep
a register of the Preferred Securities and of their transfer. The
Administrators may appoint the Registrar, the Paying Agent, the Conversion
Agent and the Exchange Agent and may appoint one or more co-Registrars, one
or more additional paying agents, one or more additional conversion agents and
one or more additional exchange agents in such other locations as it shall
determine. The term “Registrar” includes any additional registrar, “Paying
Agent” includes any additional paying agent, “Conversion Agent” includes any
additional conversion agent and “Exchange Agent” includes any additional
exchange agent. The Administrators may change any Registrar, Paying Agent,
Conversion Agent or Exchange Agent without prior notice to any Holder. Any
Paying Agent, Conversion Agent or Exchange Agent may be removed by the
Administrators at any time and a successor Paying Agent or Conversion Agent or
Exchange Agent or additional Paying Agent, Conversion Agent or Exchange Agent
may be appointed at any time by the Administrators. The Paying Agent, the
Conversion Agent and the Exchange Agent may resign upon 30 days written notice
to the Administrators. The Administrators shall notify the Property Trustee of
the name and address of any Agent not a party to this Declaration. If the
Administrators fail to appoint or maintain another entity as Registrar, Paying
Agent, Conversion Agent or Exchange Agent, the Property Trustee shall act as
such. The Trust shall act as Paying Agent and Registrar for the Common
Securities.


The Trust initially appoints the Property Trustee, at
its Corporate Trust Office, as Registrar, Paying Agent, Conversion Agent and
Exchange Agent for the Preferred Securities.


SECTION 7.5  Paying Agent to Hold Money in Trust.


The Trust shall require each Paying Agent other than
the Property Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Property Trustee all money held by the
Paying Agent for the payment of liquidation amounts or Distributions, and will
notify the Property Trustee if there are insufficient funds for such purpose.
While any such insufficiency continues, the Property Trustee may require a
Paying Agent to pay all money held by it to the Property Trustee. The Trust at
any time may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to the
Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of
the Trust) shall have no further liability for the money. If the Trust or the
Initial Purchaser of Common Securities or an Affiliate of the Trust or the
Initial Purchaser of Common Securities acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.



 42















SECTION 7.6  Replacement Securities.


If a Holder claims that a Security owned by it has
been lost, destroyed or wrongfully taken or if such Security is mutilated and
is surrendered to the Trust or in the case of the Preferred Securities to the
Property Trustee, the Trust shall issue and the Property Trustee shall, upon
written order of the Trust, authenticate a replacement Security if the Property
Trustee’s and the Trust’s requirements, as the case may be, are met. An
indemnity bond must be provided by the Holder which, in the judgment of the
Property Trustee and the Initial Purchaser of Common Securities, is sufficient
to protect the Trustees and Administrators, the Initial Purchaser of Common
Securities, the Trust or any authenticating agent from any loss which any of
them may suffer if a Security is replaced. The Trust may charge such Holder for
its expenses in replacing a Security.


SECTION 7.7  Outstanding Preferred Securities.


The Preferred Securities outstanding at any time are
all the Preferred Securities authenticated by the Property Trustee except for
those cancelled by it, those delivered to it for cancellation, and those
described in this Section as not outstanding.


If a Preferred Security is replaced pursuant to
Section 7.6 hereof, it ceases to be outstanding unless the Property Trustee
receives proof satisfactory to it that the replaced Preferred Security is held
by a bona fide purchaser.


If Preferred Securities are considered paid in
accordance with the terms of this Declaration, including upon conversion
thereof into Common Stock, they cease to be outstanding and Distributions on
them shall cease to accumulate, subject, in the case of Preferred Securities
which have been converted, to the rights of Holders as of a record date with
respect to the Distribution to be paid on the applicable Distribution Payment
Date.


A Preferred Security does not cease to be outstanding
because one of the Trust, the Initial Purchaser of Common Securities or an
Affiliate of the Initial Purchaser of Common Securities holds the Security.


SECTION 7.8  Preferred Securities in Treasury.


In determining whether the Holders of the required
amount of Securities have concurred in any direction, waiver or consent,
Preferred Securities owned by the Trust, a Trustee, the Initial Purchaser of
Common Securities or an Affiliate of the Initial Purchaser of Common
Securities, as the case may be, shall be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Property
Trustee shall be fully protected in relying on any such direction, waiver or
consent, only Securities which a Responsible Officer of the Property Trustee
actually knows are so owned shall be so disregarded.


SECTION 7.9  Temporary Securities.


Until definitive Securities are ready for delivery,
the Trust may prepare and, in the case of the Preferred Securities, the
Property Trustee shall, upon receipt of a written order of the Trust,
authenticate temporary Securities. Temporary Securities shall be substantially
in the form 



 43
 









of definitive Securities
but may have variations that the Trust considers appropriate for temporary
Securities. Without unreasonable delay, the Trust shall prepare and, in the
case of the Preferred Securities, the Property Trustee shall, upon receipt of a
written order of the Trust, authenticate, definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Declaration as definitive
Securities.


SECTION 7.10  Cancellation.


The Trust at any time may deliver Preferred Securities
to the Property Trustee for cancellation. The Registrar, Paying Agent,
Conversion Agent and Exchange Agent shall forward to the Property Trustee any
Preferred Securities surrendered to them for registration of transfer,
redemption, conversion, exchange or payment (including payment following a
Change in Control). The Property Trustee shall promptly cancel all Preferred
Securities, surrendered for registration of transfer, redemption, conversion,
exchange, payment, replacement or cancellation and shall dispose of cancelled
Preferred Securities in accordance with its customary procedures unless the
Trust otherwise directs. The Trust may not issue new Preferred Securities to
replace Preferred Securities that it has paid or that have been delivered to
the Property Trustee for cancellation or that any Holder has converted or
presented for repayment following a Change in Control.


SECTION 7.11  CUSIP Numbers.


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


SECTION 7.12  Payment.


Payments in respect of the Global Preferred Securities
shall be made to the Clearing Agency or its nominee, and the Clearing Agency
shall credit the relevant accounts at the Clearing Agency. Payments on the
Securities issued in certificated form may be made at the option of the Trust
(i) by check mailed to the Holder at such address set forth on the books and
records of the Trust or the Registrar or (ii) by transfer to an account
maintained by the Holder entitled thereto, provided that proper transfer
instructions have been received in writing by the relevant record date.



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ARTICLE
VIII

TERMINATION OF TRUST


SECTION 8.1  Termination of Trust.


(a)           The
Trust shall automatically dissolve:


(i)  upon the bankruptcy of the
Debenture Issuer;


(ii)  upon the filing of a
certificate of dissolution or liquidation or its equivalent with respect to the
Debenture Issuer;


(iii)  following the distribution
of all of the Debentures to the Holders, provided that, the Property Trustee
has received written notice from the Holder of Common Securities directing the
Property Trustee to terminate the Trust (which direction is optional, and
except as otherwise expressly provided below, within the discretion of the
Holder of Common Securities);


(iv)  upon the entry of a decree
of judicial dissolution of the Trust by a court of competent jurisdiction;


(v)  when all of the Securities
shall have been called for redemption and the amounts necessary for redemption
thereof shall have been paid to the Holders in accordance with the terms of the
Securities;


(vi)  upon the redemption or
repayment of the Debentures at Maturity;


(vii)  the expiration of the term
of the Trust provided in Section 3.14;


(viii)  when all of the Preferred
Securities shall have been converted into shares of Common Stock of the Initial
Purchaser of Common Securities; or


(ix)  when all Preferred
Securities shall have been presented for repurchase following a Change in
Control and a Like Amount of Debentures shall have been repurchased upon such
Change in Control by the Debenture Issuer.


(b)           As
soon as is practicable following the occurrence of an event referred to in
Section 8.1(a), the Administrators shall wind up the Trust in accordance with
Section 3808(e) of the Statutory Trust Act and upon its completion terminate
the Trust by filing a certificate of cancellation with the Secretary of State
of the State of Delaware in accordance with the Statutory Trust Act.


(c)           The
provisions of Section 3.9 and Article X shall survive the termination of the
Trust.



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ARTICLE
IX

TRANSFER OF INTERESTS


SECTION 9.1  Transfer of Securities.


(a)           Securities
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the Securities.
Any transfer or purported transfer of any Security not made in accordance with
this Declaration shall be null and void.


(b)           For
so long as the Trust Securities remain outstanding, the Initial Purchaser of
Common Securities will covenant (i) to maintain, directly or indirectly, 100%
ownership of the Common Securities, provided that any successor of the Initial
Purchaser of Common Securities permitted hereunder or under the Indenture may
succeed to the Initial Purchaser’s of Common Securities ownership of such
Common Securities, (ii) not to cause, as Initial Purchaser of Common Securities
of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up, liquidation or termination of the Trust, except in
connection with a distribution of the Debentures as provided in the
Declaration, the redemption or repurchase of all of the Trust Securities and in
connection with certain mergers, consolidations or amalgamations in each case,
as permitted by this Declaration, (iii) to use commercially reasonable efforts
to cause the Trust to remain a statutory trust, (iv) to take all actions (or
refrain from any action), consistent with the terms and provisions of this
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, (v) to treat the Debentures as indebtedness of the
Initial Purchaser of Common Securities subject to the CPDI Regulations; (vi) to
treat the comparable yield and projected payment schedule (attached as Exhibit
A-3 hereto) as “reasonable” for purposes of the CPDI Regulations; and (vii) to
use its reasonable efforts to ensure that the Trust will not be an “investment
company” for purposes of the Investment Company Act of 1940.


(c)           The
Administrators shall provide for the registration of Securities and of the
transfer of Securities, which will be effected without charge but only upon
payment (with such indemnity as the Administrators may require) in respect of
any tax or other governmental charges that may be imposed in connection with
any transfer or exchange. Upon surrender for registration of transfer of any
Securities, the Administrators shall cause one or more new Securities to be
issued in the name of the designated transferee or transferees. Every Security
surrendered for registration of transfer shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrators duly executed
by the Holder or such Holder’s attorney duly authorized in writing. Each
Security surrendered for registration of transfer shall be canceled by the
Property Trustee (in the case of Preferred Securities) or the Trust (in the
case of Common Securities). A transferee of a Security shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Security. By acceptance of a Security, each transferee
shall be deemed to have agreed to be bound by this Declaration.



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SECTION 9.2  Transfer Procedures and Restrictions.


(a)           General.
Each Preferred Security that bears or is required to bear the Restricted
Securities Legend set forth in Section 9.2(c) is referred to herein as a “Restricted
Preferred Security” and shall be subject to the restrictions on transfer set
forth in Section 9.2(c). Subject to Sections 9.2(b) and 9.2(c)(ii), if
Preferred Securities are issued upon the transfer, exchange or replacement of
Preferred Securities bearing the Restricted Securities Legend, or if a request
is made to remove such Restricted Securities Legend on Preferred Securities, the
Preferred Securities so issued shall bear the Restricted Securities Legend, or
the Restricted Securities Legend shall not be removed, as the case may be,
unless there is delivered to the Trust and the Property Trustee such
satisfactory evidence, which may include an Opinion of Counsel, as may be
reasonably required by the Initial Purchaser of Common Securities, that (i)
neither the legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A under the Securities Act or any other available exemption from the
registration requirements of the Securities Act or (ii) that such Securities
may be sold pursuant to the provisions of Rule 144(k) under the Securities Act.
Upon provision of such satisfactory evidence, the Property Trustee, at the
written direction of an Administrator on behalf of the Trust, shall
authenticate and deliver Preferred Securities that do not bear the Restricted
Securities Legend.


(b)           Transfers
After Effectiveness of Registration Statement. After a transfer of
Preferred Securities pursuant to an effective Registration Statement, all
requirements pertaining to Restricted Securities Legends on any Preferred
Security included within such Registration Statement will cease to apply, and
beneficial interests in a Preferred Security in global form without Restricted
Securities Legends will be available to transferees of such Preferred
Securities. After the effectiveness of the Registration Statement, the
Administrators shall execute and deliver and the Property Trustee shall, upon
receipt of a written order of the Trust, authenticate a Preferred Security in
global form without the Restricted Securities Legend (the “Unrestricted Global
Preferred Security”) to deposit with the Clearing Agency to evidence transfers
of beneficial interests from the Global Preferred Security.


(c)           Restricted
Securities Legend. Except as permitted by the last paragraph of this
Section 9.2(c), each Preferred Security certificate evidencing the Global
Preferred Securities and any Certificated Preferred Securities (and all
Preferred Securities issued in exchange therefor or substitution thereof) shall
bear a legend in substantially the following form (the “Restricted Securities
Legend”):


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 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 



 47
 









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 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
PROPERTY 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
PROPERTY 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.


Upon any sale or transfer of a Restricted Preferred
Security (including any Restricted Preferred Security represented by a Global
Preferred Security) pursuant to an available exemption from the registration
requirements of the Securities Act and compliance with the last two sentences
of Section 9.2(a) or an effective registration statement under the Securities
Act the Registrar shall permit the Holder thereof to exchange such Restricted
Preferred Security for an interest in the Unrestricted Global Preferred
Security.



 48
 









(d)           Transfer
and Exchange of Certificated Preferred Securities. When Certificated
Preferred Securities are presented to the Registrar or co-Registrar


(x)            to
register the transfer of such Certificated Preferred Securities; or


(y)           to
exchange such Certificated Preferred Securities which became mutilated,
destroyed, defaced, stolen or lost, for an equal number of Certificated
Preferred Securities,


the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its reasonable requirements for
such transaction are met; provided, however, that the Certificated Preferred
Securities surrendered for transfer or exchange


(i)  shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Trust and the Registrar or co-Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing; and


(ii)  in the case of Certificated
Preferred Securities that are Restricted Preferred Securities, and are being
transferred or exchanged, such transfer or exchange shall be (x) pursuant to an
effective registration statement under the Securities Act or (y) pursuant to,
and in compliance with, clause (A), (B) or (C) below:


(A)  if such Restricted Preferred
Securities are being delivered to the Registrar by a Holder for registration in
the name of such Holder, without transfer, such Holder shall deliver a
certification to that effect (in the form set forth on the reverse of the
Preferred Security);


(B)  such Restricted Preferred
Securities are being transferred to the Initial Purchaser of Common Securities
or a subsidiary thereof; or


(C)  if such Restricted Preferred
Securities are being transferred pursuant to an exemption from registration in
accordance with Rule 144A under the Securities Act or an available exemption
from the registration requirements of the Securities Act, such Holder shall
deliver: (i) a certification to that effect (in the form set forth on the reverse
of the Preferred Security) and (ii) if the Trust or Registrar so requests,
evidence reasonably satisfactory to them as to the compliance with the
restrictions set forth in the Restricted Securities Legend.


(e)           [Reserved].


(f)            Transfer
and Exchange of Global Preferred Securities. The transfer and exchange of
Global Preferred Securities or beneficial interests therein shall be effected
through the Clearing Agency, in accordance with this Declaration (including
applicable restrictions on transfer set forth herein, if any) and the
procedures of the Clearing Agency therefor.



 49
 









Notwithstanding any other provisions of this
Declaration (other than subsection (g) of this Section 9.2), a Global Preferred
Security may not be transferred as a whole except by the Clearing Agency to a
nominee of the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor Clearing Agency or a
nominee of such successor Clearing Agency.


(g)           Restrictions
on Transfer of a Beneficial Interest in a Global Preferred Security for a
Certificated Preferred Security. Except as provided below, holders of
beneficial interests in a Global Preferred Security shall not be entitled to
have certificates registered in their names and will not receive physical
delivery of certificates in definitive form.


(i)  A Global Preferred Security
deposited with the Clearing Agency or with the Property Trustee as custodian
for the Clearing Agency pursuant to Section 7.3 shall be transferred to the
beneficial owners thereof in the form of Certificated Preferred Securities only
if (a) the Clearing Agency notifies the Initial Purchaser of Common Securities
that it is unwilling or unable to continue as Clearing Agency for such Global
Preferred Security or if at any time such Clearing Agency ceases to be a “clearing
agency” registered under the Exchange Act and a clearing agency is not
appointed by the Initial Purchaser of Common Securities within 90 days of such
notice, (b) a Default or an Event of Default has occurred and is continuing or
(c) the Trust at its sole discretion elects to cause the issuance of
Certificated Preferred Securities.


(ii)  Any Global Preferred
Security that is transferable to the beneficial owners thereof in the form of
Certificated Preferred Securities pursuant to this Section 9.2 shall be
surrendered by the Clearing Agency to the Property Trustee, to be so
transferred, in whole or from time to time in part, without charge, and the
Property Trustee shall authenticate and make available for delivery, upon such
transfer of each portion of such Global Preferred Security, an equal aggregate
liquidation amount of Preferred Securities of authorized denominations in the
form of Certificated Preferred Securities. Any portion of a Global Preferred
Security transferred pursuant to this Section shall be registered in such names
and in such authorized denominations as the Clearing Agency, pursuant to
instructions from its Clearing Agency Participants or otherwise, shall instruct
the Property Trustee in writing. The Property Trustee shall deliver such
Preferred Securities to the Persons in whose names such Preferred Securities
are so registered in accordance with such instructions of the Clearing Agency.
Any Preferred Security in the form of Certificated Preferred Securities
delivered in exchange for an interest in the Restricted Global Preferred
Security shall, except as otherwise provided in this Section 9.2, bear the
Restricted Securities Legend.


(iii)  In the event of the
occurrence of any event specified in Section 9.2(g)(i), the Trust will promptly
make available to the Property Trustee a reasonable supply of Certificated
Preferred Securities in fully registered form without distribution coupons.



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(h)           Cancellation
or Adjustment of Global Preferred Security. At such time as all beneficial
interests in a Global Preferred Security have either been exchanged for
Certificated Preferred Securities to the extent permitted by this Declaration
or redeemed, repurchased or canceled in accordance with the terms of this
Declaration, such Global Preferred Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At
any time prior to such cancellation, if any beneficial interest in a Global
Preferred Security is exchanged for Certificated Preferred Securities,
Preferred Securities represented by such Global Preferred Security shall be
reduced and an adjustment shall be made on the books and records of the
Clearing Agency and the Registrar, to reflect such reduction.


(i)            Legend
on Global Securities. Any Preferred Security in global form may be endorsed
with or have incorporated in the text thereof such legends or recitals or
changes not inconsistent with the provisions of this Declaration as may be
required by the Clearing Agency or by the Financial Industry Regulatory
Authority, Inc. in order for the Preferred Securities to be tradable on The
PORTAL Market or as may be required for the Preferred Securities to be tradable
on any other market developed for trading of securities pursuant to Rule 144A
or required to comply with any applicable law or any regulation thereunder or
with the rules and regulations of any securities exchange or automated
quotation system upon which the Preferred Securities may be listed or traded or
to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Securities are subject.


(j)            Obligations
with Respect to Transfers of Preferred Securities.  (i)  To
permit registrations of transfer, the Trust shall execute and the Property
Trustee shall authenticate Global Preferred Securities at the Registrar’s or co-Registrar’s
request in accordance with the terms of this Declaration.


(ii)  Registrations of transfer
will be effected without charge, but only upon payment (with such indemnity as
the Trust or the Initial Purchaser of Common Securities may require) in respect
of any tax or other governmental charge that may be imposed in relation to it.


(iii)  The Registrar or co-Registrar
shall not be required to: (a) issue, register the transfer of or exchange
Preferred 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 Preferred Securities for redemption and ending at the close of
business on the day of such mailing; or (b) register the transfer or exchange
of any Preferred Security selected for redemption, in whole or in part except,
in the case of any Preferred Security being redeemed in part, any portion
thereof not to be redeemed.


(iv)  Prior to the due
presentation for registration of transfer of any Preferred Security, the Trust,
the Property Trustee, the Paying Agent, the Registrar or any co-Registrar
may deem and treat the Person in whose name a Preferred Security is registered
as the absolute owner of such Preferred Security for the purpose of receiving
Distributions on such Preferred Security and for all other 



 51
 









purposes
whatsoever, and none of the Trust, the Property Trustee, the Paying Agent, the
Registrar or any co- Registrar shall be affected by notice to the
contrary.


(v)  All Preferred Securities
issued upon any transfer or exchange pursuant to the terms of this Declaration
shall evidence the same security and shall be entitled to the same benefits
under this Declaration as the Preferred Securities surrendered upon such
transfer or exchange.


(k)           No
Obligation of the Property Trustee. (i)  
The Property Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Preferred Security, a Clearing Agency Participant
in the Clearing Agency or other Person with respect to the accuracy of the
records of the Clearing Agency or its nominee or of any Clearing Agency
Participant thereof, with respect to any ownership interest in the Preferred
Securities or with respect to the delivery to any Clearing Agency Participant,
beneficial owner or other Person (other than the Clearing Agency) of any notice
(including any notice of redemption) or the payment of any amount, under or
with respect to such Preferred Securities. All notices and communications to be
given to the Holders and all payments to be made to Holders under the Preferred
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Clearing Agency or its nominee in the case of a
Global Preferred Security). The rights of beneficial owners in any Global
Preferred Security shall be exercised only through the Clearing Agency subject
to the applicable rules and procedures of the Clearing Agency. The Property
Trustee may conclusively rely and shall be fully protected in relying upon
information furnished by the Clearing Agency or any agent thereof with respect
to its Clearing Agency Participants and any beneficial owners.


(ii)  The Property Trustee and
the Registrar shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this
Declaration or under applicable law with respect to any transfer of any
interest in any Preferred Security (including any transfers between or among
Clearing Agency Participants or beneficial owners in any Global Preferred
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 Declaration, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


SECTION 9.3  Deemed Security Holders.


The Trustees and Administrators may treat the Person
in whose name any Security shall be registered on the books and records of the
Trust as the sole owner of such Security for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Security on the part of any Person, whether or not the Trust shall have actual
or other notice thereof.



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SECTION 9.4  Book-Entry Interests.


Global Preferred Securities shall initially be
registered on the books and records of the Trust in the name of Cede & Co.,
the nominee of the Clearing Agency and shall be in the form of a global
certificate (the “Global Certificate”), and no beneficial owner in any Global
Preferred Security will receive a Certificated Preferred Security representing
such beneficial owner’s interests in such Global Preferred Securities, except
as provided in Section 9.2. Unless and until definitive, fully registered
Certificated Preferred Securities have been issued to the beneficial owners in
any Global Preferred Security pursuant to Section 9.2:


(a)           the
provisions of this Section 9.4 shall be in full force and effect;


(b)           the
Trust, the Trustees, and the Administrators shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration in respect of Global
Preferred Securities (including the payment of Distributions on the Global
Preferred Securities and receiving approvals, votes or consents hereunder) as
the Holder of the Preferred Securities and the sole holder of the Global
Certificate and shall have no obligation to the beneficial owners in any Global
Preferred Security;


(c)           to
the extent that the provisions of this Section 9.4 conflict with any other
provisions of this Declaration, the provisions of this Section 9.4 shall
control; and


(d)           the
rights of the beneficial owners in any Global Preferred Security shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such beneficial owners in any Global
Preferred Security and the Clearing Agency and/or the Clearing Agency
Participants and receive and transmit payments of Distributions on the Global
Certificate to such Clearing Agency Participants. DTC will make book-entry
transfers among the Clearing Agency Participants.


SECTION 9.5  Notices to Clearing Agency.


Whenever a notice or other communication to the
Preferred Security Holders is required to be given by a Trustee under this
Declaration, such Trustee shall give all such notices and communications
specified herein to be given to the Holders of Global Preferred Securities to
the Clearing Agency, and shall have no notice obligations to the beneficial
owners in any Global Preferred Security.


SECTION 9.6  Appointment of Successor Clearing Agency.


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



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ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES, 

ADMINISTRATORS OR OTHERS


SECTION 10.1  Liability.


(a)           Except
as expressly set forth in this Declaration, the Securities Guarantee and the
terms of the Securities, the Initial Purchaser of Common Securities shall not
be:


(i)  personally liable for the
return of any portion of the capital contributions (or any return thereon) of
the Holders which shall be made solely from assets of the Trust; or


(ii)  required to pay to the
Trust or to any Holder any deficit upon dissolution of the Trust or otherwise.


(b)           The
Debenture Issuer, in its capacity as such, shall be liable for all of the debts
and obligations of the Trust (other than in respect of the Securities) as
provided in the Indenture.


(c)           Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holders shall be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.


SECTION 10.2  Exculpation.


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


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



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SECTION 10.3  Fiduciary Duty.


(a)           To
the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or
to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions
of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.


(b)           Unless
otherwise expressly provided herein:


(i)  whenever a conflict of
interest exists or arises between any Covered Persons; or


(ii)  whenever this Declaration
or any other agreement contemplated herein or therein provides that an
Indemnified Person shall act in a manner that is, or provides terms that are,
fair and reasonable to the Trust or any Holder of Securities, the Indemnified
Person shall resolve such conflict of interest, take such action or provide
such terms, considering in each case the relative interest of each party
(including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any
customary or accepted industry practices, and any applicable U.S. generally
accepted accounting practices or principles. In the absence of bad faith by the
Indemnified Person, the resolution, action or term so made, taken or provided
by the Indemnified Person shall not constitute a breach of this Declaration or
any other agreement contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.


(c)           Whenever
in this Declaration an Indemnified Person is permitted or required to make a
decision:


(i)  in its “discretion” or under
a grant of similar authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires, including its own interests,
and shall have no duty or obligation to give any consideration to any interest
of or factors affecting the Trust or any other Person; or


(ii)  in its “good faith” or
under another express standard, the Indemnified Person shall act under such
express standard and shall not be subject to any other or different standard
imposed by this Declaration.


SECTION 10.4  Indemnification.


(a)           (i)   The Debenture Issuer shall indemnify, to the
full extent permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made 



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a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Trust) by reason of the fact that he is or was a Company
Indemnified Person, against expenses (including attorneys’ fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Company Indemnified Person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.


(ii)  The Debenture Issuer shall
indemnify, to the full extent permitted by law, any Company Indemnified Person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Trust to procure
a judgment in its favor by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys’ fees and expenses)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust
and except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such Person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.


(iii)  To the extent that a
Company Indemnified Person shall be successful on the merits or otherwise
(including dismissal of an action without prejudice or the settlement of an
action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or
in defense of any claim, issue or matter therein, he shall be indemnified, to the
full extent permitted by law, against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection therewith.


(iv)  Any indemnification under
paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court)
shall be made by the Debenture Issuer only as authorized in the specific case
upon a determination that indemnification of the Company Indemnified Person is
proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (i) and (ii). Such determination shall be made
by the Common Security Holder of the Trust.



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(v)  Expenses (including
attorneys’ fees and expenses) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall
be paid by the Debenture Issuer in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such Company Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Debenture Issuer as
authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance
shall be made by the Debenture Issuer if a determination is reasonably and
promptly made by the Common Security Holder of the Trust, that, based upon the
facts known to the Common Security Holder at the time such determination is
made, such Company Indemnified Person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of
the Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the Common
Security Holder reasonably determine that such person deliberately breached his
duty to the Trust or its Common or Preferred Security Holders.


(vi)  The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other
rights to which those seeking indemnification and advancement of expenses may
be entitled under any agreement, vote of stockholders or disinterested
directors of the Debenture Issuer or Preferred Security Holders of the Trust or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. All rights to indemnification under
this Section 10.4(a) shall be deemed to be provided by a contract between the
Debenture Issuer and each Company Indemnified Person who serves in such
capacity at any time while this Section 10.4(a) is in effect. Any repeal or
modification of this Section 10.4(a) shall not affect any rights or obligations
then existing.


(vii)  The Debenture Issuer or
the Trust may purchase and maintain insurance on behalf of any person who is or
was a Company Indemnified Person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Debenture Issuer would have the power to indemnify him
against such liability under the provisions of this Section 10.4(a).


(viii)  For purposes of this
Section 10.4(a), references to the “Trust” shall include, in addition to the
resulting or surviving entity, any constituent entity (including any
constituent of a constituent) absorbed in a consolidation or merger, so that
any person who is or was a director, trustee, officer or employee of such
constituent entity, or is or was serving at the request of such constituent
entity as a director, trustee, officer, employee or agent of another entity,
shall stand in the same position under the provisions of this Section 10.4(a)
with respect to the 



 57
 









resulting or
surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.


(ix)  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Section
10.4(a) shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a Company Indemnified Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person.


(b)           The
Debenture Issuer agrees to indemnify (i) the Property Trustee, (ii) the
Delaware Trustee, (iii) the Institutional Administrator, (iv) any Affiliate of
the Property Trustee, the Delaware Trustee or the Institutional Administrator,
and (v) any officers, directors, stockholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee, the
Delaware Trustee or the Institutional Administrator (each of the Persons in (i)
through (v), including the Institutional Administrator, the Property Trustee
and the Delaware Trustee in their respective individual capacities, being
referred to as a “Fiduciary Indemnified Person”) for, and to hold each
Fiduciary Indemnified Person harmless against, any and all loss, liability, damage,
claim or expense including taxes (other than taxes based on the income of such
Fiduciary Indemnified Person) incurred without negligence or bad faith on the
part of such Fiduciary Indemnified Person, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including
the advancement of funds to cover the costs and expenses (including reasonable
legal fees and expenses) of defending against or investigating any claim or
liability in connection with the exercise or performance of any of the powers
or duties of such Fiduciary Indemnified Person hereunder. The obligation to
indemnify and advance as set forth in this Section 10.4(b) shall survive the
resignation or removal of the Property Trustee, the Delaware Trustee or the
Institutional Administrator and the satisfaction and discharge of this
Declaration.


SECTION 10.5  Outside Businesses.


Any Covered Person, the Initial Purchaser of Common
Securities, the Delaware Trustee, the Property Trustee and the Institutional
Administrator may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders shall
have no rights by virtue of this Declaration in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any
such venture, even if competitive with the business of the Trust, shall not be
deemed wrongful or improper. No Covered Person, the Initial Purchaser of Common
Securities, the Delaware Trustee, the Property Trustee or the Institutional
Administrator shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person,
the Initial Purchaser of Common Securities, the Delaware Trustee, the Property
Trustee and the Institutional Administrator shall have the right to take for
its own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Covered Person,
the Delaware Trustee, the Property Trustee and the Institutional Administrator
may engage or be interested in any financial or other transaction with the
Initial Purchaser of Common Securities or any Affiliate of the Initial 



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Purchaser of Common
Securities, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Initial
Purchaser of Common Securities or its Affiliates.


SECTION 10.6  Compensation; Fees.


The Debenture Issuer agrees:


(a)           to
pay to the Trustees and Administrators from time to time such compensation for
all services rendered by them hereunder as the parties shall agree in writing
from time to time (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust); and


(b)           except
as otherwise expressly provided herein, to reimburse the Trustees and
Administrators upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustees and Administrators in accordance with
any provision of this Declaration (including the reasonable compensation and
the expenses and disbursements of their respective agents and counsel), except
any such expense, disbursement or advance as may be attributable to its
negligence or bad faith.


The provisions of this Section 10.6 shall survive the
dissolution of the Trust and the termination of this Declaration and the
removal or resignation of any Trustee or Administrator.


No Trustee or Administrator may claim any lien or
charge on any property of the Trust as a result of any amount due pursuant to
this Section 10.6.


ARTICLE
XI

ACCOUNTING


SECTION 11.1  Fiscal Year.


The fiscal year (“Fiscal Year”) of the Trust shall be
the calendar year, or such other year as is required by the Code.


SECTION 11.2  Certain Accounting Matters.


(a)           At
all times during the existence of the Trust, the Administrators shall keep, or
cause to be kept, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust. The
books of account shall be maintained on the accrual method of accounting, in
accordance with U.S. generally accepted accounting principles, consistently
applied. The Trust shall use the accrual method of accounting for United States
federal income tax purposes. The books of account and the records of the Trust
shall be examined by and reported upon as of the end of each Fiscal Year of the
Trust by a firm of independent certified public accountants selected by the
Administrators.


(b)           The
Administrators shall cause to be duly prepared and delivered to each of the
Holders, any annual United States federal income tax information statement, 



 59
 









required by
the Code, containing such information with regard to the Securities held by
each Holder as is required by the Code and the Treasury Regulations.
Notwithstanding any right under the Code to deliver any such statement at a
later date, the Administrators shall endeavor to deliver all such information
statements within 30 days after the end of each Fiscal Year of the Trust.


(c)           The
Administrators shall cause to be duly prepared and filed with the appropriate
taxing authority, an annual United States federal income tax return, on an IRS
Form 1041 or such other form required by United States federal income tax law,
and any other annual income tax returns required to be filed by the Administrators
on behalf of the Trust with any state or local taxing authority.


SECTION 11.3  Banking.


The Trust may maintain one or more bank accounts in
the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property Trustee Account and no other funds of
the Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Administrators;
provided, however, that the Property Trustee shall designate the signatories
for the Property Trustee Account.


SECTION 11.4  Withholding.


The Trust and the Paying Agent shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably
be requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrators shall cause to be
filed required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any
authority with respect to Distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder. In the event of any claim of excess withholding,
Holders shall be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions made,
the Trust may reduce subsequent Distributions by the amount of such
withholding.


ARTICLE
XII

AMENDMENTS AND MEETINGS


SECTION 12.1  Amendments.


(a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may be amended from time to time by the Initial
Purchaser of Common Securities, the Property Trustee and the Administrators,
without the consent of the Holders of the Securities (i) to provide for the
acceptance of appointment by a successor trustee as permitted hereby, (ii) to
cure any ambiguity, 



 60
 









correct or
supplement any provision in the Declaration that may be defective or
inconsistent with any other provision, or to make any other provisions with
respect to matters or questions arising under the Declaration, which shall not
be inconsistent with the other provisions of the Declaration, (iii) to modify,
eliminate or add to any provisions of the Declaration to such extent as shall
be necessary to ensure that at all times any Preferred Securities are
outstanding, the Trust will be classified as a grantor trust for United States
federal income tax purposes or to ensure that the Trust will not be an “investment
company” under the Investment Company Act, or (iv) add to the covenants,
restrictions or obligations of the Initial Purchaser of Common Securities;
provided, however, that such action shall not adversely affect in any material
respect the interests of any Holders of the Securities and any such amendments
of the Declaration shall become effective when notice thereof is given to the
Holders of the Securities.


(b)           Except
as provided in (c) below, and the terms of the Securities, this Declaration may
be amended by the Trustees, the Administrators and the Initial Purchaser of
Common Securities with the consent of Holders representing not less than a
Majority in liquidation amount of the outstanding Securities; provided that, if
any amendment would adversely affect only the holders of the Preferred
Securities or the Common Securities, then only the affected class shall be
entitled to vote on such amendment and such amendment shall not be effective
except with the approval of not less than a Majority in liquidation amount of
such class of securities affected thereby.


(c)           Without
the consent of each Holder of Securities, the Declaration may not be amended to
(i) change the amount or timing of any Distribution on the Securities or
otherwise adversely affect the amount of any Distribution required to be made
in respect of the Securities as of a specified date, (ii) change the conversion
rate of the Preferred Securities except as provided in the Indenture or
otherwise change the right to convert the Preferred Securities in a manner that
would be adverse to the Holders, (iii) change any of the redemption provisions
or (iv) restrict the right of a Holder of Securities to institute suit for the
enforcement of any payment on or after the specified date.


(d)           Any
amendment to the Declaration in accordance with the provisions of this Section
12.1 shall be conditioned upon the receipt by the Trustees and Administrators
of an Opinion of Counsel experienced in such matters to the effect that such
amendment or the exercise of any power granted to the Trustees and
Administrators in accordance with such amendment will not affect the Trust’s
status as a grantor trust for United States federal income tax purposes or the
Trust’s exemption from status as an “investment company” under the Investment
Company Act.


SECTION 12.2  Meetings of the Holders; Action by Written
Consent.


(a)           Meetings
of the Holders of any class of Securities may be called at any time by the
Administrators (or as provided in the terms of the Securities) to consider and
act on any matter on which Holders of such class of Securities are entitled to
act under the terms of this Declaration, the terms of the Securities or the
rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading. The Administrators shall call a meeting of the Holders of
such class if directed to do so by the 



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Holders of at
least 25% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Administrators one or more notices in
writing stating that the signing Holders wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called. Any
Holders calling a meeting shall specify in writing the Security Certificates
held by the Holders exercising the right to call a meeting and only those
Securities specified shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.


(b)           Except
to the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders:


(i)  the Property Trustee will
cause a notice to be given of any such meeting to all the Holders having a
right to vote thereat at least seven days and not more than 60 days before the
date of such meeting. Whenever a vote, consent or approval of the Holders is
permitted or required under this Declaration or the rules of any stock exchange
on which the Preferred Securities are listed or admitted for trading, such
vote, consent or approval may be given at a meeting of the Holders. Any action
that may be taken at a meeting of the Holders may be taken without a meeting if
a consent in writing setting forth the action so taken is signed by the Holders
owning not less than the minimum amount of Securities in liquidation an amount
that would be necessary to authorize or take such action at a meeting at which
all Holders having a right to vote thereon were present and voting. Prompt
notice of the taking of action without a meeting shall be given to the Holders
entitled to vote who have not consented in writing. The Trustees and
Administrators may specify that any written ballot submitted to the Security
Holder for the purpose of taking any action without a meeting shall be returned
to the Trust within the time specified by the Trustees and Administrators;


(ii)  each Holder may authorize
any Person to act for it by proxy on all matters in which a Holder is entitled
to participate, including waiving notice of any meeting, or voting or participating
at a meeting. No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Holder executing it. Except as otherwise
provided herein, all matters relating to the giving, voting or validity of
proxies shall be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, as if
the Trust were a Delaware corporation and the Holders were stockholders of a
Delaware corporation. The Holder of a Global Preferred Security may grant
proxies and otherwise authorize any Person, including Participants and Persons
that may hold interests through Participants, to take any action which such Holder
is entitled to take under this Declaration or the Securities;


(iii)  each meeting of the
Holders shall be conducted by the Administrators or by such other Person that
the Administrators may designate; and



 62
 









(iv)  unless the Statutory Trust
Act, this Declaration, the terms of the Securities, the Trust Indenture Act or
the listing rules of any stock exchange on which the Preferred Securities are
then listed or traded, otherwise provides, the Administrators, in their sole
discretion, shall establish all other provisions relating to meetings of
Holders, including notice of the time, place or purpose of any meeting at which
any matter is to be voted on by any Holders, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with respect to
the exercise of any such right to vote.


ARTICLE
XIII

REPRESENTATIONS OF PROPERTY TRUSTEE, DELAWARE TRUSTEE AND 

INSTITUTIONAL ADMINISTRATOR


SECTION 13.1  Representations and Warranties of Property
Trustee.


The Trustee that acts as initial Property Trustee
represents and warrants to the Trust and to the Initial Purchaser of Common
Securities at the date of this Declaration at the Closing Time and each
Successor Property Trustee represents and warrants to the Trust and the Initial
Purchaser of Common Securities at the time of the Successor Property Trustee’s
acceptance of its appointment as Property Trustee that:


(a)           The
Property Trustee is a national banking association, with corporate power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration;


(b)           The
execution, delivery and performance by the Property Trustee of this Declaration
has been duly authorized by all necessary corporate action on the part of the
Property Trustee. This Declaration has been duly executed and delivered by the
Property Trustee and constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors’ rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement
of such remedies is considered in a proceeding in equity or at law);


(c)           The
execution, delivery and performance of this Declaration by the Property Trustee
does not conflict with or constitute a breach of the charter or by-laws of the
Property Trustee;


(d)           No
consent, approval or authorization of, or registration with or notice to, any
state or federal banking or other regulatory authority is required for the
execution, delivery or performance by the Property Trustee of this Declaration;
and


(e)           The
Property Trustee satisfies the eligibility requirements set forth in Section
5.3(a).



 63
 









SECTION 13.2  Representations and Warranties of Delaware
Trustee.


The Trustee that acts as initial Delaware Trustee
represents and warrants to the Trust and to the Initial Purchaser of Common
Securities at the date of this Declaration and at the Closing Time and each
Successor Delaware Trustee represents and warrants to the Trust and the Initial
Purchaser of Common Securities at the time of the Successor Delaware Trustee’s
acceptance of its appointment as Delaware Trustee that:


(a)           The
Delaware Trustee is duly organized, validly existing and in good standing under
the laws of the United States or the State of Delaware, as the case may be,
with corporate power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Declaration;


(b)           The
execution, delivery and performance by the Delaware Trustee of this Declaration
has been duly authorized by all necessary corporate action on the part of the
Delaware Trustee. This Declaration has been duly executed and delivered by the
Delaware Trustee and constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors’ rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement
of such remedies is considered in a proceeding in equity or at law);


(c)           The
execution, delivery and performance of this Declaration by the Delaware Trustee
does not conflict with or constitute a breach of the certificate of
incorporation or by-laws of the Delaware Trustee;


(d)           No
consent, approval or authorization of, or registration with or notice to, any
federal banking or other regulatory authority is required for the execution,
delivery or performance by the Delaware Trustee of this Declaration; and


(e)           The
Delaware Trustee is a natural person who is a resident of the State of Delaware
or, if not a natural person, an entity which has its principal place of
business in the State of Delaware.


SECTION 13.3  Representations and Warranties of
Institutional Administrator.


The Institutional Administrator represents and
warrants to the Trust and to the Initial Purchaser of Common Securities at the
date of this Declaration and at the Closing Time and each Successor
Administrator that is not a natural person (a “Successor Institutional
Administrator”) represents and warrants to the Trust and the Initial Purchaser
of Common Securities at the time of the Successor Institutional Administrator’s
acceptance of its appointment as Successor Institutional Administrator that:


(a)           The
Institutional Administrator is a national banking association, with corporate
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;



 64
 









(b)           The
execution, delivery and performance by the Institutional Administrator of this
Declaration has been duly authorized by all necessary corporate action on the
part of the Institutional Administrator. This Declaration has been duly
executed and delivered by the Institutional Administrator and constitutes a
legal, valid and binding obligation of the Institutional Administrator,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors’ rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);


(c)           The
execution, delivery and performance of this Declaration by the Institutional
Administrator does not conflict with or constitute a breach of the charter or
by-laws of the Institutional Administrator; and


(d)           No
consent, approval or authorization of, or registration with or notice to, any
state or federal banking or other regulatory authority is required for the
execution, delivery or performance by the Institutional Administrator of this
Declaration.


ARTICLE
XIV

REGISTRATION RIGHTS


SECTION 14.1  Registration Rights.


The Holders of the Preferred Securities, the
Debentures, the Guarantee Agreement and the shares of common stock of the
Initial Purchaser of Common Securities issuable upon conversion of the
Preferred Securities are entitled to the benefits of a Registration Rights
Agreement as set forth in the Purchase Agreement, the Registration Rights
Agreement and the Indenture.


ARTICLE
XV

MISCELLANEOUS


SECTION 15.1  Notices.


All notices provided for in this Declaration shall be
in writing, duly signed by the party giving such notice, and shall be
delivered, by facsimile or mailed by first-class mail, overnight courier
service or confirmed facsimile, as follows:


(a)           if
given to the Trust, in care of the Institutional Administrator at the mailing
address set forth below (or such other address as the Trust may give notice of
to the Property Trustee, the Delaware Trustee and the Holders):


LaSalle Bank
National Association

540 West Madison Street, Suite 2500


Chicago, Illinois 60661

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust II



 65
 









(b)           if
given to the Delaware Trustee, at the mailing address set forth below (or such
other address as Delaware Trustee may give notice of to the Holders):


LaSalle National
Trust Delaware


1201 North Orange
Street, Suite 1000


Wilmington, DE
19801


Fax: (302)
427-1414


Telephone: (302)
427-1401


Attention: Robert W. Eaddy


(c)           if
given to the Property Trustee, at the Property Trustee’s mailing address set
forth below (or such other address as the Property Trustee may give notice of
to the Holders):


LaSalle Bank
National Association

540 West Madison Street, Suite 2500


Chicago, Illinois 60661

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust II


(d)           if
given to the Holder of the Common Securities, at the mailing address of the
Initial Purchaser of Common Securities set forth below (or such other address
as the Holder of the Common Securities may give notice to the Property Trustee
and the Trust):


Affiliated Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Telecopy: (617) 747-3380

Telephone: (617) 747-3311

Attention: John Kingston, III


(e)           if
given to Initial Purchaser of Common Securities, at the mailing address of the
Initial Purchaser of Common Securities set forth below (or such other address
as the Initial Purchaser of Common Securities may give notice to the Property
Trustee and the Trust):


Affiliated Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Telecopy: (617) 747-3380

Telephone: (617) 747-3311

Attention: John Kingston, III


(f)            if
given to any other Holder, at the address set forth on the books and records of
the Trust or the Registrar, as applicable.



 66
 









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


SECTION 15.2  Governing Law.


This Declaration and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware and all rights and remedies shall be governed by such
laws without regard to principles of conflict of laws.


SECTION 15.3  Intention of the Parties.


It is the intention of the parties hereto that the
Trust be classified for United States federal income tax purposes as a grantor
trust. The provisions of this Declaration shall be interpreted to further this
intention of the parties.


SECTION 15.4  Headings.


Headings contained in this Declaration are inserted
for convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.


SECTION 15.5  Successors and Assigns.


Whenever in this Declaration any of the parties hereto
is named or referred to, the successors and assigns of such party shall be
deemed to be included, and all covenants and agreements in this Declaration by
the Initial Purchaser of Common Securities, the Trustees, and the
Administrators shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.


SECTION 15.6  Partial Enforceability.


If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Declaration, or the application of such
provision to Persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.


SECTION 15.7  Counterparts.


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


[Remainder of Page
Intentionally Left Blank]



 67















IN WITNESS WHEREOF, the undersigned has caused these
presents to be executed as of the day and year first above written.


	
   

  	
  LaSalle Bank National Association,

  not in its individual capacity but solely as 

  Institutional Administrator 

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Greg Myers

  	
   

  
	
   

  	
   

  	
  Name: Greg Myers

  
	
   

  	
   

  	
  Title: VP

  



 


Declaration of
Trust













 


	
  

  	
  LaSalle National Trust Delaware,

  as Delaware Trustee 

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Evelyn Cruz

  	
   

  
	
   

  	
   

  	
  Name: Evelyn Cruz

  
	
   

  	
   

  	
  Title: Assistant Vice-President

  



 


Declaration of
Trust













 


	
   

  	
  LaSalle Bank National Association,

  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Evelyn Cruz

  	
   

  
	
   

  	
   

  	
  Name: Evelyn Cruz

  
	
   

  	
   

  	
  Title: Assistant Vice-President

  



 


Declaration of
Trust













 


	
   

  	
  Affiliated Managers Group, Inc.,

  as Initial Purchaser of Common

  Securities and Debenture Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General

  Counsel and Secretary

  
					



 


Declaration of
Trust













 


	
   

  	
  JK Administrative
  Services LLC,

  as Resigning Initial Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Member

  



 


Declaration of Trust


















ANNEX
I


TERMS
OF

5.15% CONVERTIBLE TRUST PREFERRED SECURITIES

(LIQUIDATION AMOUNT $50.00 PER SECURITY)

AND

5.15% COMMON SECURITIES

(LIQUIDATION AMOUNT $50.00 PER SECURITY)


Pursuant to Section 7.1
of the Amended and Restated Declaration of Trust, dated as of October 17, 2007
(as amended from time to time, the “Declaration”), the designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Offering Memorandum):


1.                                       Designation
and Number.


(a)           Preferred Securities. 10,000,000
5.15% Preferred Securities of the Trust with an aggregate liquidation amount
with respect to the assets of the Trust of Five Hundred Million Dollars
($500,000,000), and with a liquidation amount with respect to the assets of the
Trust of $50.00 per security, are hereby designated for the purposes of
identification only as Preferred Securities. The certificates evidencing the
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the
rules of any exchange or quotation system on or in which the Preferred
Securities are listed, traded or quoted, if any.


(b)           Common Securities. Up to 200 5.15%
Common Securities of the Trust with an aggregate liquidation amount with
respect to the assets of the Trust of Ten Thousand Dollars ($10,000) and a
liquidation amount with respect to the assets of the Trust of $50.00 per
security, are hereby designated for the purposes of identification only as
Common Securities. The certificates evidencing the Common Securities shall be
substantially in the form of Exhibit A-2 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice.


2.                                       Distributions.


(a)           Distributions payable on each
Security will be fixed at a rate per annum of 5.15% (the “Coupon Rate”) of the
liquidation amount of $50.00 per Security (the “Liquidation Amount”), such rate
being the rate of interest payable on the Debentures to be held by the Property
Trustee.  Distributions in arrears will
bear additional distributions thereon compounded quarterly at the Coupon Rate
(to the extent permitted by applicable law). 
A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Property Trustee has funds on hand legally available therefor.



 A-I-1
 









(b)           Distributions on the Securities will
be cumulative, will accumulate from the date of their original issuance, and
will be payable quarterly in arrears on January 15, April 15, July 15 and
October 15 of each year, commencing on January 15, 2008 (each, a “Distribution
Date”), except as otherwise described below. Distributions will be computed on
the basis of a 360-day year consisting of twelve 30-day months. As long as no
default in the payment of interest on the Debentures has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest (other than Contingent Interest) by
extending the interest payment period at any time and from time to time on the
Debentures for a period not exceeding 20 consecutive quarterly periods,
including the first such quarterly period during such period (each an “Extension
Period”), during which Extension Period no interest (other than Contingent
Interest, if any) shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for
the Debentures or extend beyond the stated maturity date of the Debentures or
any redemption dated therefor. As a consequence of such deferral, Distributions
(other than Contingent Distributions, if any) will also be deferred. Despite
such deferral, Distributions (other than Contingent Distributions, if any) will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded quarterly
during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further defer payments of interest
(other than Contingent Interest) by further extending such Extension Period;
provided that such Extension Period, together with all such previous and
further extensions within such Extension Period, may not exceed 20 consecutive
quarterly periods, including the first quarterly period during such Extension
Period, or extend beyond the stated maturity date of the Debentures or any
redemption dated therefor. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements. If the Property Trustee shall
be the only holder of the Debentures, the Debenture Issuer shall give the
Administrators, the Property Trustee and the Debenture Trustee (as defined in
the Indenture) notice of its election to defer interest payments or to extend
an Extension Period at least five Business Days prior to the earlier of:  (x) the next date on which Distributions on
the Preferred Securities are payable, or (y) 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 Extension 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 distribution date. The Property Trustee will notify holders
of the Preferred Securities of the Debenture Issuer’s election to begin a new
or extend an Extension Period.


(c)           Distributions on the Securities
(other than Distributions on a redemption date and Contingent Distributions, if
any) will be payable to the Holders thereof as they appear on the books and
records of the Trust 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
Distribution Date occurs, which Distribution Dates correspond to the interest
payment dates on the Debentures. The relevant record dates for the Common
Securities shall be the same as the record dates for the Preferred Securities.
Distributions payable on any



 A-I-2
 









Securities that are not
punctually paid on any Distribution Date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, will cease to be payable
to the Holder on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered
on the special record date or other specified date determined in accordance
with the Indenture. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution 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) with the
same force and effect as if made on the originally specified date, except that
if such next succeeding Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day with the
same force and effect as if made on such date.


(d)           Holders of Securities shall be
entitled to receive Contingent Distributions to the extent that Contingent
Interest is payable on the Debentures in accordance with the provisions of the
Indenture.  Contingent Interest, if any,
will be payable on the Debentures in respect of 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. 
Contingent Distributions, if payable, shall be paid on the last day of
each Quarterly Period (each such date, a “Contingent Distribution Payment Date”)
to Holders of Securities as of the fourteenth day preceding the last day of the
applicable Quarterly Period.  Contingent
Distributions, if payable in respect of any applicable Quarterly Period, shall
equal the annual rate of 0.25% of the average of the Security Market Prices (as
such term is defined in the Indenture) for the ten Trading Days ending on the
third Trading Day immediately preceding the first day of the applicable
Quarterly Period.  Contingent
Distributions shall be calculated on the basis of a 360-day year of twelve
30-day months.


(e)           As used in this Annex I, the term “Distribution,”
unless otherwise stated, includes regular quarterly Distributions payable at
the Coupon Rate as well as Distributions payable in accordance with Article VI
of the Declaration if and to the extent that the Debenture Issuer makes a
payment of Interest on the Debentures in respect of Compounded Interest, Liquidated
Damages, Additional Sums and Contingent Interest.


(f)            In the event that there is any money
or other property held by or for the Trust that is not accounted for hereunder,
such property shall be distributed Pro Rata (as defined herein) among the Holders.


3.                                       Liquidation
Distribution Upon Termination.


In the event of any
termination of the Trust other than upon the occurrence of events specified in
Sections 8.1(a)(v), (vi), (viii) or 8.1(a)(ix) of the Declaration, or if the
Initial Purchaser of Common Securities otherwise gives notice of its election
to liquidate the Trust pursuant to Section 8.1(a)(iii) of the Declaration, the
Trust shall be liquidated by the Administrators as expeditiously as the
Administrators determine to be possible by distributing to the Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, a Like Amount (as defined below) of the Debentures, unless such
distribution is determined by



 A-I-3
 









the Property
Trustee not to be practicable, in which event such Holders will be entitled to
receive Pro Rata out of the assets of the Trust legally available for
distribution to Holders an amount in cash or immediately available funds equal
to the aggregate of the liquidation amount of $50.00 per Security plus
accumulated and unpaid Distributions thereon to the date of payment, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law (such amount being the “Liquidation Distribution”). If the Debentures are
distributed to the holders of the Preferred Securities, the Debenture Issuer
will use its reasonable efforts to cause the Debentures to be listed on the
market or exchange on which the Preferred Securities are then listed, if any.


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


If, upon any such
liquidation, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets on hand legally available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis except that if an
Event of Default shall exist under the Indenture, the Preferred Securities
shall have a priority over the Common Securities.


On and from the date
fixed by the Administrators for any distribution of Debentures and liquidation
of the Trust: (i) the Securities will no longer be deemed to be outstanding,
(ii) the Clearing Agency or its nominee (or any successor Clearing Agency or
its nominee), as the record Holder of the Preferred Securities, will receive a
registered global certificate or certificates representing the Debentures to be
delivered upon such distribution, and (iii) any certificates representing
Securities not held by the Clearing Agency or its nominee (or any successor
Clearing Agency or its nominee) will be deemed to represent beneficial
interests in a Like Amount of Debentures bearing an interest rate identical to
the distribution rate of those Preferred Securities, and bearing accrued and
unpaid interest in an amount equal to the accumulated and unpaid Distributions
on those Preferred Securities until such certificates are presented to the
Debenture Issuer or its agent for transfer or reissue.


4.                                       Redemption
and Distribution.


(a)           Upon the repayment of the Debentures
in whole or in part, at maturity or otherwise (either at the option of the
Debenture Issuer in accordance with the provisions of 4(c) below or pursuant to
a Special Event, as described below), the proceeds from such redemption shall
be simultaneously applied by the Property Trustee (subject to the Property
Trustee having received written notice no later than 45 days prior to such
redemption) to redeem a Like Amount of the Securities, at the Redemption Price
(as defined below).  If fewer than all of
the Debentures are redeemed on a redemption date, then the Property Trustee
shall allocate the proceeds of the redemption on a Pro Rata basis among the
Preferred Securities and the Common Securities unless an Event of Default shall
have occurred, in which case no proceeds shall be allocated to the Common
Securities until the Preferred Securities are paid in full.



 A-I-4
 









(b)           (i) 
The “Redemption Price,” with respect to a redemption of Securities,
shall mean an amount equal to 100% of the Liquidation Amount of Securities to
be redeemed, plus accrued and unpaid Distributions on the Securities, if any,
to the date of such redemption.


(ii) 
If fewer than all the outstanding Securities are to be so redeemed, the
Securities to be redeemed will be determined as described in paragraph 5(a)(ii)
below.


(c)           The Debenture Issuer may redeem the
Debentures, subject to conditions set forth in the Indenture, prior to maturity,
in whole or in part, on one or more occasions at any time on or after October
15, 2012 if the Closing Price (as defined in the Indenture) of Common Stock (as
defined in the Indenture) for 20 Trading Days (as defined in the Indenture) 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 (as defined in the Indenture).


(d)           If at any time an Investment Company
Event or a Tax Event (each as defined below, and each a “Special Event”)
occurs, the Debenture Issuer shall have the right (subject to the conditions
set forth in the Indenture) at any time to redeem the Debentures in whole, but
not in part, following the occurrence of such Special Event.


“Investment Company Event”
means the Initial Purchaser of Common Securities and the Trust shall have
received an opinion of independent securities counsel experienced in such
matters to the effect that, as a result of (i) any amendment to, or change
(including any announced prospective change) in, any laws or regulations of the
United States or any rules, guidelines or policies of any applicable regulatory
agency or authority; or (ii) 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 the Preferred Securities are first issued, the
Trust is, or within 90 days of the date of the opinion will be, considered an
investment company that is required to be registered under the Investment
Company Act.


A “Tax Event” shall occur
upon receipt by the Debenture Issuer 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
on the Debentures, (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not be,
deductible by the Debenture Issuer, 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.



 A-I-5
 









(e)           Upon any redemption of Debentures
upon the occurrence of a Special Event and in compliance with the Indenture,
the Trust will, simultaneous with such redemption of Debentures, cause a Like
Amount of the Securities to be redeemed by the Trust at the Redemption Price on
a Pro Rata basis.


(f)            The Trust may not redeem fewer than
all the outstanding Securities unless all accumulated and unpaid Distributions
have been paid on all Securities for all quarterly distribution periods
terminating on or before the date of redemption.


(g)           In connection with any redemption of
Securities, the Trust 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 Property 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 paragraph 4, the obligation of the Trust 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 Property
Trustee prior to the redemption date, any Securities not duly surrendered for
conversion by the Holders thereof, may, at the option of the Trust, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
Holders and (notwithstanding anything to the contrary contained in paragraph 6
of this Annex I) 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 Trust, the Property 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 Trust for the redemption of Securities. Without the Property Trustee’s
prior written consent, no arrangement between the Trust 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
Property Trustee as set forth in the Declaration, and the Debenture Issuer and
the Trust agree to indemnify the Property 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 Trust and such purchasers, including the costs and expenses
incurred by the Property 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 the Declaration. Nothing
in the preceding sentence shall be deemed to limit the rights, privileges,
immunities and protections afforded to the Property Trustee in the Declaration.
Nothing in this paragraph 4(g) shall affect the right of the Holders to receive
the full Redemption Price on the redemption date.


5.                                       Procedures
Related to Redemptions or Distributions of Securities.


(a)           The procedure with respect to
redemptions or distributions of Securities shall be as follows:



 A-I-6
 









(i) 
Notice of any redemption of, or notice of distribution of Debentures in
exchange for, the Securities (a “Redemption/Distribution Notice”) will be given
by the Trust by mail to each Holder to be redeemed or exchanged not fewer than
20 nor more than 60 days before the date fixed for redemption or exchange
thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to
this paragraph 5(a)(i), a Redemption/Distribution Notice shall be deemed to be
given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders. Each Redemption/Distribution Notice shall be addressed to
the Holders at the address of each such Holder appearing in the books and
records of the Trust. 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 or any defect in
the Redemption/Distribution Notice to the Holder of any Security designated for
redemption or exchange as a whole or in part shall not affect the validity of
the redemption or exchange proceedings with respect to any other Security.


(ii) 
Subject to paragraph 4(a) hereof, in the event that fewer than all the
outstanding Securities are to be redeemed, the particular Securities to be
redeemed shall be selected on a Pro Rata basis (based upon Liquidation Amounts)
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 Holders that would be required to hold less than 100 but
more than zero Securities as a result of such Pro Rata redemption, the Trust
shall redeem Securities of each such Holder so that after such redemption such
Holder either shall hold 100 Securities or such Holder shall no longer hold any
Securities, and shall use such method (including, without limitation, by lot)
as the Trust shall deem fair and appropriate, provided further, that any such
proration may be made on the basis of the aggregate Liquidation Amount of
Securities held by each Holder thereof and may be made by making such
adjustments as the Trust deems fair and appropriate in order that only
Securities in denominations of $50.00 or integral multiples thereof shall be
redeemed. In respect of Preferred Securities registered in the name of and held
of record by the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) or any nominee, the distribution of the proceeds of such
redemption will be made to the Clearing Agency and disbursed by such Clearing
Agency in accordance with the procedures applied by such agency or nominee.


(iii) 
If Securities are to be redeemed and the Trust gives a Redemption/
Distribution Notice (which notice will be irrevocable), then (A) with respect
to Preferred Securities issued in book-entry form, by 12:00 noon, New York City
time, on the redemption date or at such earlier time as the Trust determines,
provided that the Debenture Issuer has paid the Debenture Trustee a sufficient
amount of cash in connection with the related redemption or maturity of the
Debentures by 10:00 a.m., New York City time, on the maturity date or the date
of redemption, as the case requires, the Property Trustee will deposit
irrevocably with



 A-I-7
 









the Clearing Agency or its nominee (or successor Clearing Agency or its
nominee) funds sufficient to pay the Redemption Price with respect to such
Preferred Securities and will give the Clearing Agency irrevocable instructions
and authority to pay the Redemption Price to the relevant Clearing Agency
Participants, and (B) with respect to Preferred Securities issued in
certificated form and Common Securities, the Property Trustee will irrevocably
deposit with the Paying Agent funds sufficient to pay the Redemption Price and
will give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to Holders upon surrender of their certificates evidencing the
Preferred Securities or Common Securities, as the case may be. If a
Redemption/Distribution Notice shall have been given and funds deposited as
required, if applicable, then immediately prior to the close of business on the
redemption date, Distributions will cease to accumulate on the Securities so
called for redemption and all rights of Holders so called for redemption will
cease, except the right of the Holders of such Securities to receive the
Redemption Price, but without interest on such Redemption Price, and such
Securities shall cease to be outstanding.


(iv) 
Notwithstanding the foregoing, payment of accumulated and unpaid
Distributions (including Contingent Distributions, if any) on the Redemption
Date of the Securities will be subject to the rights of Holders on the close of
business on the relevant record date in respect of a Distribution Date (or a
Contingent Distribution Payment Date, if applicable) occurring on or prior to
such Redemption Date.


The Trust shall not be
required to: (i) issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption and ending at the close of business on the
day of such mailing or (ii) register the transfer of or exchange 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. If
any date fixed for redemption of Securities is not a Business Day, then payment
of the Redemption Price 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, 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 fixed for redemption. If payment of the Redemption
Price in respect of any Securities is improperly withheld or refused and not
paid either by the Trust or by the Debenture Issuer as guarantor pursuant to
the Guarantee Agreement, Distributions on such Securities will continue to
accumulate from the original redemption date to the actual date of payment, in
which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.


(v) 
Redemption/Distribution Notices shall be sent by the Property Trustee on
behalf of the Trust at the expense of the Initial Purchaser of Common
Securities to (A) in respect of the Preferred Securities, the Clearing Agency
or its nominee (or any successor Clearing Agency or its nominee) if the Global
Certificates have been issued or, if Certificated Preferred Security
Certificates have been issued, to



 A-I-8
 









the Holder thereof, and (B) in respect of the Common Securities to the
Holder thereof.


(vi) 
Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Initial Purchaser of
Common Securities or any of its subsidiaries may at any time and from time to
time purchase outstanding Preferred Securities by tender, in the open market or
by private agreement.


6.                                       Conversion
Rights.


The Holders of Preferred
Securities shall have the right at any time on or after the occurrence of the
events described in Section 17.01 of the Indenture and prior to 5:00 p.m., New
York City time, on the Business Day immediately preceding the date of repayment
of such Preferred Securities, whether at stated maturity or upon redemption, at
their option to cause the Conversion Agent to convert Preferred Securities, on
behalf of the converting Holders, into shares of common stock of the Debenture
Issuer, par value $0.01 per share (“Common Stock”), in the manner described
herein on and subject to the following terms and conditions:


(a)           The Preferred Securities will be
convertible at the office of the Conversion Agent into fully paid and
nonassessable shares of Common Stock pursuant to the Holder’s direction to the
Conversion Agent to exchange such Preferred Securities for a portion of the
Debentures theretofore held by the Trust on the basis of one Preferred Security
per $50.00 principal amount of Debentures, and immediately convert such amount of
Debentures 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
principal amount of Debentures, subject to adjustment as described in the
Indenture.  The Conversion Rate shall be
subject to adjustment in the manner set forth in the Indenture.  In addition, upon the occurrence of a Change
in Control prior to October 15, 2017, holders converting Debentures in
connection with such Change in Control within the meaning of the Indenture
(including Holders directing the Conversion Agent) shall, under certain
circumstances, be entitled to receive a make whole premium in the form of an
increase in the Conversion Rate, as and to the extent set forth in the
Indenture.


Upon
conversion of Debentures following the Holder’s direction to the Conversion
Agent, the Debenture Issuer shall, in accordance with the provisions of the
Indenture, have the right to deliver, in lieu of Common Stock, cash in lieu of
all or a portion of such Common Stock. The Debenture Issuer shall inform the
Property Trustee of its election to pay cash for all or a portion of the shares
in lieu of delivery of the shares of Common Stock otherwise issuable upon
conversion (and, if applicable, the percentage of each share of Common Stock
that will be paid in cash in lieu of shares of Common Stock) and the Property
Trustee shall upon receipt of such notice notify Holders who have surrendered
their Preferred Securities for conversion no later than two Business Days after
the Conversion Date.


If the Debenture Issuer
shall have elected, unilaterally and irrevocably, to settle its obligation to
deliver shares of Common Stock with respect to Debentures converted



 A-I-9
 









following such
election, in cash and, if applicable, shares of common stock (“Net Share
Settlement Election”), then upon conversion of Debentures following the Holder’s
direction to the Conversion Agent, the Debenture Issuer shall deliver to the
holder surrendering such Debentures for conversion an amount in cash equal to the
lesser of (i) the principal amount of the Debentures so converted and (ii) the
Conversion Value, determined in the manner set forth in the Indenture. If the
Conversion Value exceeds the principal amount of the Debentures on the
conversion date, the Debenture Issuer will also deliver, at its election, cash
or Common Stock or a combination of cash and Common Stock for the Conversion
Value in excess of the principal amount of the Debentures so converted.  On any day prior to the first Trading Day of
the applicable Conversion Reference Period, the Debenture Issuer may specify
the Cash Percentage (as defined in the Indenture) and the Debenture Issuer
shall notify the Property Trustee who shall forthwith and immediately notify
the Holder of such Cash Percentage.


(b)           In order to convert Preferred
Securities into Common Stock the Holder shall submit to the Conversion Agent at
the office referred to above an irrevocable request to convert Preferred
Securities on behalf of such Holder substantially in the form attached to
Exhibit A-1 to the Declaration (the “Conversion Request”), together, if the
Preferred Securities are in certificated form, with such certificates. The
Holder must furnish appropriate endorsements or transfer documents, if required
by the Conversion Agent, and pay any transfer or similar tax, if required. The
Trust shall not cause the conversion of any Debentures except pursuant to such
a Conversion Request. The Conversion Request shall (i) set forth the number of
Preferred Securities to be converted and the name or names, if other than the
Holder, in which the shares of Common Stock should be issued and (ii) direct
the Conversion Agent (a) to exchange such Preferred Securities for a portion of
the Debentures held by the Trust having a principal amount equal to the
Liquidation Amount of the Preferred Securities to be converted and (b) to
immediately convert such Debentures on behalf of such Holder, into Common Stock
at the conversion rate applicable to the Debentures at such time. The
Conversion Agent shall notify the Property Trustee of the Holder’s election to
exchange Preferred Securities for a portion of the Debentures held by the Trust
and the Property Trustee shall, upon receipt of such notice, deliver to the
Conversion Agent the appropriate principal amount of Debentures for exchange in
accordance with this paragraph 6. The Conversion Agent shall thereupon notify
the Initial Purchaser of Common Securities of the Holder’s election to convert
such Debentures into shares of Common Stock.


(c)           Except as described herein, no
distribution will be payable on Preferred Securities surrendered for conversion
with respect to any Distribution Date subsequent to the date of conversion and
neither the Trust nor the Debenture Issuer will make, or be required to make,
any payment, allowance or adjustment for accumulated and unpaid Distributions,
whether or not in arrears, on Preferred Securities surrendered for conversion.
If any Preferred 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 Distribution Date, the Preferred Securities surrendered for
conversion must be accompanied by payment from the Holder in next day funds of
an amount equal to the Distribution which the registered holder on such record
date is to receive, and such registered holder shall be entitled to receive the
Distribution payable on the subsequent



 A-I-10
 









Distribution Date on the
portion of Preferred to be converted, notwithstanding the conversion thereof
prior to such Distribution Date. The previous sentence shall not apply in the
case of Preferred Securities called for redemption on a redemption date between
a record date and a related Distribution Date and in the case of any Preferred
Securities surrendered for conversion after such Preferred Securities have been
called for redemption during an Extension Period as described in the next
sentence. If notice of redemption of Preferred Securities is mailed or
otherwise given to Holders, then, if any Holder converts any Preferred
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 Extension
Period and on or prior to the Distribution Date upon which such Extension
Period ends, such converting Holder 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 Distribution Date, all accrued and unpaid Distributions on such
Securities to such Distribution Date, or (ii) if the date of such conversion
does not fall on a date described in clause (i) above, all accrued and unpaid
Distributions on such Securities to the most recent Distribution Date prior to
the date of such conversion (even though no Distributions were paid on such
date), which Distributions shall, in either such case, be paid to such
converting Holder unless another Holder was the record owner of such Securities
as of 5:00 p.m., New York City time on the record date for which such
Distribution payment is made, in which case such Distribution payment shall be
paid to such other Holder. Except as otherwise set forth above in this
paragraph, in the case of any Security which is converted, Distributions
(including Tax Original Issue Discount) which are payable after the date of
conversion of such Preferred Security shall not be payable, and the Trust shall
not make nor be required to make any other payment, adjustment or allowance
with respect to accrued but unpaid Distributions (including Tax Original Issue
Discount) on the Securities being converted, which shall be deemed to be paid
in full through delivery of the amount owing upon conversion. If any Preferred
Security called for redemption is converted, any money deposited with the
Property Trustee or with any paying agent or so segregated and held in trust
for the redemption of such Preferred Security shall (subject to any right of
the Holder) be paid to the Trust upon a written request or, if then held by the
Trust, 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 related Conversion Request and any other required
deliverables were received (the “Conversion Date”) by the Conversion Agent from
the Holder. The Person or Persons entitled to receive the Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such Common Stock as of the Conversion Date. As promptly as
practicable on or after the Conversion Date, the Debenture Issuer shall issue
and deliver at the office of the Conversion Agent, unless otherwise directed by
the Holder in the Conversion Request, a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion, together
with the cash payment, if any, in lieu of any fraction of any share to the
Person or Persons entitled to receive the same. The Conversion Agent shall
distribute such certificate or certificates to such Person or Persons.


(d)           Subject to any right of the Holder,
the fair market value of the fixed number of shares of Common Stock into which
the Preferred Securities are convertible



 A-I-11
 









(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 Distributions
(including Tax Original Issue Discount) on such Preferred 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 liquidation amount of the portion of Preferred Securities so
converted.


(e)           Subject to the next succeeding
sentence, no fractional shares of Common Stock shall be issued as a result of
conversion, but in lieu thereof, the Debenture Issuer 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 Preferred
Securities or Debentures, 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 Holder of the Debentures so converted.  In the event that the Debenture Issuer shall
have made a Net Share Settlement Election, a Holder otherwise entitled to a
fractional share shall receive cash equal to the applicable portion of the
arithmetic average of the volume weighted average price of the Common Stock for
each of the ten consecutive Trading Days of the Conversion Reference Period.


(f)            In the event of the conversion of
any Preferred Security in part only, a new Preferred Security or Preferred
Securities for the unconverted portion thereof shall be issued in the name of
the Holder thereof upon the cancellation thereof in accordance with Section
7.10 of the Declaration.


(g)           In effecting the conversion
transactions described in this paragraph 6, the Conversion Agent shall be
acting as agent of the Holders of Preferred Securities (in the exchange of
Preferred Securities for Debentures) and as agent of the Debenture holders (in
the conversion of Debentures 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 Debentures held by the
Trust from time to time in connection with the conversion of such Preferred
Securities in accordance with this paragraph 6 and the applicable provisions of
the Indenture and (ii) to convert all or a portion of the Debentures into
Common Stock and thereupon to deliver such shares of Common Stock in accordance
with the provisions of this paragraph 6 and the applicable provisions of the
Indenture and to deliver to the Trust a new Debenture or Debentures for any
resulting unconverted principal amount.


(h)           Any certificates representing shares
of Common Stock issuable upon exchange of the Preferred Securities for
Debentures and conversion of such Debentures shall bear any legend required by
Section 2.06 of the Indenture.


(i)            The Debenture Issuer shall at all
times reserve and keep available out of its authorized and unissued Common
Stock, solely for issuance upon the conversion of the Debentures, 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 Debentures
then outstanding. Notwithstanding the foregoing, the Debenture Issuer shall



 A-I-12
 









be entitled to deliver
upon conversion of Debentures, shares of Common Stock reacquired and held in
the treasury of the Initial Purchaser of Common Securities (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 Debentures shall be duly authorized, validly issued and fully paid and
nonassessable. The Property Trustee shall deliver the shares of Common Stock
received upon conversion of the Debentures to the converting Holder free and
clear of all liens, charges, security interests and encumbrances, except for
United States withholding taxes.


7.                                       Purchase
Right Following Change In Control.


(a)           If a Change in Control occurs, each
holder of a Preferred Security will have the right to exchange any or all of
such Holder’s Preferred Securities for Debentures of a Like Amount and to
simultaneously require the Debenture Issuer to repurchase such Debentures on
the Repurchase Date (as defined in the Indenture) at a repurchase price in cash
equal to 100% of the principal amount of the Debentures that have been
exchanged for such Holder’s Preferred Securities, plus accrued and unpaid
interest (including deferred interest and contingent interest, if any) on such
Debentures to, but excluding, the Repurchase Date.


(b)           As promptly as practicable following
the date the Debenture Issuer publicly announces such transaction but in no
event less than 15 days prior to the anticipated effective date of a Change in
Control, the Debenture Issuer must give notice to each Holder of a Preferred
Security and the Property Trustee of the transaction that constitutes the
Change in Control and of the resulting repurchase right, which notice must
specify the Repurchase Date. To exercise the repurchase right, a Holder must
deliver irrevocable written notice to the Debenture Issuer, the Trust and the
Property Trustee of the Holder’s exercise of its repurchase right no later than
the second Business Day prior to the Repurchase Date. Pursuant to the Holder’s
notice to the Property Trustee, the Holder will direct the Property Trustee, in
its capacity as exchange agent (the “Exchange Agent”) to exchange such
Preferred Securities for a portion of the Debentures theretofore held by the
Trust on the basis of one Preferred Security per $50.00 principal amount of
Debentures, and immediately exercise the right in respect of such Debentures to
require the Debenture issuer to repurchase such Debentures on the Repurchase
Date for cash at a purchase price of $50.00 plus accrued and unpaid interest to
the Repurchase Date for each $50.00 principal amount of Debentures so tendered
for repurchase.


(c)           In order to exercise the right to
require the Debenture Issuer to repurchase the Holder’s Debentures following
the exchange of Preferred Securities for Debentures, the Holder shall submit to
the Exchange Agent at the office referred to above an irrevocable request to
repurchase Preferred Securities on behalf of such Holder substantially in the
form attached to Exhibit A-1 to the Declaration (the “Notice of Repurchase
Election”), together, if the Preferred Securities are in certificated form,
with such certificates. The Holder must furnish appropriate endorsements or
transfer documents, if required by the Exchange Agent, and pay any transfer or
similar tax, if required. The Trust shall not cause the repurchase of any
Debentures except pursuant to



 A-I-13
 









such a Notice of
Repurchase Election. The Notice of Repurchase Election shall (i) set forth the
number of Preferred Securities to be repurchased and (ii) direct the Exchange
Agent (a) to exchange such Preferred Securities for a portion of the Debentures
held by the Trust having a principal amount equal to the Liquidation Amount of
the Preferred Securities to be repurchased and (b) to immediately exercise the
repurchase right with respect to such Debentures on behalf of such Holder. The
Exchange Agent (if other than the Property Trustee) shall notify the Property
Trustee of the Holder’s election to exchange Preferred Securities for a portion
of the Debentures held by the Trust and the Property Trustee shall, upon
receipt of such notice, deliver to the Exchange Agent the appropriate principal
amount of Debentures for exchange in accordance with this paragraph 7. The
Exchange Agent shall thereupon notify the Debenture Issuer of the Holder’s
election to require the Debenture Issuer to repurchase such Debentures in
accordance with the provisions of the Indenture.


(d)           In the event of the exercise of the
repurchase right of any Preferred Security in part only, a new Preferred
Security or Preferred Securities for the portion thereof in respect of which
the repurchase right shall not have been exercised shall be issued in the name
of the Holder thereof upon the cancellation thereof in accordance with Section
7.10 of the Declaration.


(e)           In effecting the repurchase transactions
described in this Paragraph 7, the Exchange Agent shall be acting as agent of
the Holders of Preferred Securities (in the exchange of Preferred Securities
for Debentures) and as agent of the Debenture holders (in the exercise of the
repurchase right with respect to the Debentures), as the case may be, directing
it to effect such repurchase transactions. The Exchange Agent is hereby
authorized (i) to exchange Preferred Securities for Debentures held by the
Trust from time to time in connection with the exercise of the repurchase right
with respect to such Preferred Securities in accordance with this paragraph 7
and the applicable provisions of the Indenture and (ii) to exercise the
repurchase right with respect to all or a portion of the Debentures and thereupon
to deliver cash in accordance with the provisions of this paragraph 7 and the
applicable provisions of the Indenture and to deliver to the Trust a new
Debenture or Debentures for any principal amount of Debentures in respect of
which the repurchase right shall not have been exercised.


(f)            The Debenture Issuer will comply
with the requirements of the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with the redemption of the Preferred Securities or the repurchase
of the Debentures as a result of a Change in Control.


8.                                       Voting
Rights-Preferred Securities.


(a)           Except as provided under paragraphs
8(b), 9(b) and 10 and as otherwise required by law and the Declaration, the
Holders of the Preferred Securities will have no voting rights.


(b)           So long as the Property Trustee holds
any Debentures, the Trustees may not, without obtaining the prior consent of
the holders of a majority in liquidation amount



 A-I-14
 









of all outstanding
Preferred Securities: (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or execute any
trust or power conferred on the Debenture Trustee with respect to the
Debentures; (ii) revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities, except by subsequent vote of such
Holders; (iii) waive any past default that is waivable under Section 5.07 of
the Indenture; (iv) exercise any right to rescind or annul a declaration
accelerating the maturity of the principal of the Debentures; or (v) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required; provided, where a consent under the Indenture
would require the consent of Holders of more than a majority of the aggregate
principal amount of Debentures affected thereby, only the Holders of the
percentage of that aggregate stated liquidation amount of the Preferred
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to give such consent; provided
further, that if an event of default under the Indenture has occurred and is
continuing, then holders of 25% of the aggregate liquidation amount of the
Preferred Securities may direct the Property Trustee to declare the principal
of and interest or other required payments on the Debentures due and payable.


In addition to obtaining
the approvals of the Holders of the Preferred Securities, the Property Trustee
shall be under no obligation to take any of the foregoing actions (except with
respect to directing the time, method and place of conducting a proceeding for
a remedy) unless the Property Trustee has obtained an Opinion of Counsel experienced
in such matters to the effect that the Trust will not fail to be classified as
a grantor trust for federal income tax purposes after taking the action into
account and each Holder will be treated as owning an undivided beneficial
interest in the Debentures.  The Property
Trustee shall notify each Holder of Preferred Securities of any written notice
of default it receives with respect to the Debentures.


Any approval or direction
of Holders of Preferred Securities may be given at a separate meeting of
Holders of Preferred Securities convened for such purpose, at a meeting of all
of the Holders of Securities in the Trust or pursuant to written consent. The
Property Trustee will cause a notice of any meeting at which Holders of
Preferred Securities are entitled to vote, or of any matter upon which action
by written consent of such Holders is to be taken, to be mailed to each Holder
of record of Preferred Securities. Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of proxies or
consents.


No vote or consent of the
Holders of the Preferred Securities will be required for the Trust to redeem
and cancel Preferred Securities or to distribute the Debentures in accordance
with the Declaration and the terms of the Securities.


Notwithstanding that
Holders of Preferred Securities are entitled to vote or consent under any of
the circumstances described above, any of the Preferred Securities that are
owned by the Debenture Issuer or any Affiliate of the Debenture Issuer shall not
be entitled to vote or consent and shall, for purposes of such vote or consent,
be treated as if they were not outstanding.



 A-I-15
 









9.                                       Voting
Rights-Common Securities.


(a)           Except as provided otherwise under
paragraphs 9(b), 9(c) and 10 or as otherwise required by law and the
Declaration, the Holders of the Common Securities will have no voting rights.


(b)           Subject to the conditions set forth
in Section 5.7 of the Declaration, unless an Event of Default shall have
occurred and be continuing, any Trustee may be appointed or removed without
cause at any time by vote of the Holders of a Majority in liquidation amount of
the Common Securities voting as a class at a meeting of Holders of the Common
Securities. If an Event of Default has occurred and is continuing, the Property
Trustee and the Delaware Trustee may be removed only by the Holders of a
Majority in liquidation amount of the Preferred Securities voting as a class.
In no event will the holders of the Preferred Securities have the right to vote
to appoint, remove or replace the Administrators, which voting rights are
vested exclusively in the Initial Purchaser of Common Securities as the holder
of the Common Securities. No resignation or removal of a Trustee and no
appointment of a successor trustee shall be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Declaration.


(c)           Unless an Event of Default shall have
occurred and be continuing and so long as any Debentures are held by the
Property Trustee, the Trustees and Administrators shall not (i) direct the
time, method and place of conducting any proceeding for any remedy available to
the Debenture Trustee or executing any trust or power conferred on such
Debenture Trustee with respect to the Debentures, (ii) waive any past default
that is waivable under Section 5.07 of the Indenture, (iii) exercise any right
to rescind or annul a declaration of acceleration of the maturity of the
principal of the Debentures or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
a Majority in liquidation amount of all outstanding Common Securities;
provided, however, that where a consent under the Indenture would require the
consent of holders of more than a majority of the aggregate principal amount of
Debentures affected thereby, only the holders of the percentage of that
aggregate stated liquidation amount of the Common Securities which is at least
equal to the percentage required under the Indenture may direct the Property
Trustee to give such consent. The Trustees and Administrators shall not revoke
any action previously authorized or approved by a vote of the Holders of the
Common Securities except by subsequent vote of such Holders. The Property
Trustee shall notify each Holder of Common Securities of any written notice of
default it receives with respect to the Debentures. In addition to obtaining
the foregoing approvals of such Holders of the Common Securities prior to
taking any of the foregoing actions (except with respect to directing the time,
method and place of conducting a proceeding for a remedy), the Property Trustee
shall obtain, at the expense of the Initial Purchaser of Common Securities, an
opinion of counsel experienced in such matters to the effect that the Trust
will continue to be classified as a grantor trust for United States federal
income tax purposes on account of such action and each holder will be treated
as owning an undivided beneficial interest in the Debentures.



 A-I-16
 









If an Event of Default
under the Declaration has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
interest on the Debentures on the due date (or in the case of redemption, on
the redemption date), then a Holder of Common Securities may institute a Direct
Action for enforcement of payment to such Holder of the principal of or
interest on a Like Amount of Debentures on or after the respective due date
specified in the Debentures. In connection with such Direct Action, the rights
of the Common Securities Holder will be subordinated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Common Securities in such Direct Action.
Except as provided in the second preceding sentence, the Holders of Common
Securities will not be able to exercise directly any other remedy available to
the Holders of the Debentures.


Any approval or direction
of Holders of Common Securities may be given at a separate meeting of Holders
of Common Securities convened for such purpose, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent. The
Administrators will cause a notice of any meeting at which Holders of Common
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record
of Common Securities. Each such notice will include a statement setting forth
(i) the date of such meeting or the date by which such action is to be taken,
(ii) a description of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon which written
consent is sought and (iii) instructions for the delivery of proxies or
consents.


No vote or consent of the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.


10.                                 Pro
Rata.


A reference in these
terms of the Securities to any payment, distribution or treatment as being “Pro
Rata” shall mean pro rata to each Holder according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the
aggregate liquidation amount of all Securities outstanding unless, in relation
to a payment, an Event of Default under the Indenture has occurred and is continuing,
in which case any funds available to make such payment shall be paid first to
each Holder of the Preferred Securities Pro Rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding,
and, only after satisfaction of all amounts owed to the Holders of the
Preferred Securities, to each Holder of Common Securities Pro Rata according to
the aggregate liquidation amount of Common Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Common Securities
outstanding.


11.                                 Ranking.


The Trust will pay all
Distributions, any Redemption Price, and any liquidation distribution to
Holders of the Preferred Securities and Common Securities Pro Rata based on the
liquidation amount of the Preferred Securities and Common Securities held.
However, if on any



 A-I-17
 









Distribution Date
or redemption date, or at the time of a liquidation distribution, the Debenture
Issuer is in default under the Indenture, then the Trust will not pay any
Distribution, Redemption Price, or liquidation distribution on the Common
Securities. In that event, the Trust will make payments on the Common
Securities only after making payment in full and in cash of all accumulated and
unpaid distributions to Holders of the outstanding Preferred Securities for all
distribution periods terminating on or prior thereto, and in the case of
payment of the Redemption Price or a liquidation distribution, the full amount
of the Redemption Price or liquidation distribution to holders of the
outstanding Preferred Securities then called for redemption or liquidation.


In the case of any Event
of Default, the holder of all of the Common Securities, will be deemed to have
waived any right to act with respect to the Event of Default until the effect
of the Event of Default has been cured or waived. Until any Event of Default
has been cured or waived, the Property Trustee will act solely on behalf of the
Holders of the Preferred Securities and not on behalf of the Holder of the
Common Securities, and only the holders of the Preferred Securities will have
the right to direct the Property Trustee to act on their behalf.


12.                                 Acceptance
of Securities Guarantee and Indenture.


Each Holder of Preferred
Securities and Common Securities, by the acceptance thereof, agrees to the
provisions of the Securities Guarantee, including the subordination provisions
therein and to the provisions of the Indenture.


13.                                 Other
Rights of Holders of Preferred Securities.


If an Event of Default
under the Indenture has occurred and is continuing, then Holders of 25% of the
aggregate liquidation amount of the Preferred Securities may direct the
Property Trustee to declare the principal of and interest (including Contingent
Interest, if any) or other required payments on the Debentures due and payable.


If the Property Trustee
shall have failed to take a Legal Action under Section 3.8(e) of the
Declaration, after any Holder of Preferred Securities shall have made a written
request to the Property Trustee to enforce such rights, such Holder of the
Preferred Securities may, to the fullest extent permitted by law, take such
Legal Action to enforce the rights of the Property Trustee under the
Debentures; provided, however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay the principal of or Interest (as defined in the Indenture), on
the Debentures on the date such principal or Interest is otherwise payable (or
in the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or Interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such Holder (a “Direct Action”) on or after the respective due
date specified in the Debentures. Upon the occurrence of an Event of Default,
the rights of the Holders of the Common Securities will be subordinated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Preferred Securities. Except as
provided in the preceding sentences, the Holders of Preferred Securities will
not be able to exercise directly any other remedy available to the Holders of
the Debentures.



 A-I-18
 









14.                                 No
Preemptive Rights.


The issuance of Preferred
Securities and the issuance of Common Securities are not subject to preemptive
or other similar rights. The Holders shall have no preemptive rights to
subscribe for any additional securities.


15.                                 Miscellaneous.


These terms constitute a
part of the Declaration.


The Initial Purchaser of
Common Securities will provide a copy of the Declaration, the Securities
Guarantee and/or the Indenture (including any supplemental indenture) to a
Holder without charge upon written request to the Initial Purchaser of Common
Securities at its principal place of business.



 A-I-19















EXHIBIT A-1


5.15% PREFERRED SECURITY CERTIFICATE


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 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 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
PROPERTY 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
PROPERTY 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.



 A-1-1
 









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 LIQUIDATION 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 DEBENTURE ISSUER 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
DEBENTURE ISSUER AS “REASONABLE” FOR PURPOSES OF TREASURY REGULATION SECTION
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 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.


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL



 A-1-2
 









INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



 A-1-3
 









 


	
  Certificate
  Number:  R-1

  	
   

  	
  Aggregate
  Liquidation

  Amount: $500,000,000

  
	
   

  	
   

  	
   

  
	
  CUSIP NO.
  00170F308

  	
   

  	
   

  



 


Certificate Evidencing 5.15% Preferred Securities


of


AMG Capital Trust II


5.15% Preferred Securities


(liquidation amount $50.00 per Preferred Security)


AMG Capital Trust II, a
statutory trust created under the laws of the State of Delaware (the “Trust”),
hereby certifies that Cede & Co. (the “Holder”) is the registered owner of
[$                    
in aggregate liquidation amount of Preferred Securities of the Trust](1) as may
from time to time be revised as specified in Schedule A hereto  representing undivided beneficial interests
in the assets of the Trust designated the 5.15% Preferred Securities
(liquidation amount $50.00 per Preferred Security) (the “Preferred Securities”).
Subject to the Declaration (as defined below), the Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of October 17, 2007, as the same may be amended from time to time (the “Declaration”),
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used but not defined herein
shall have the meaning given them in the Declaration. The Initial Purchaser of
Common Securities will provide a copy of the Declaration, the Guarantee
Agreement and the Indenture (including any supplemental indenture(s)) to a
Holder without charge upon written request to the Trust at its principal place
of business.


Upon receipt of this
certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder and to the benefits of the Guarantee Agreement to the
extent provided therein.


[The aggregate principal
amount of the Preferred Security in global form represented hereby may from
time to time be reduced to reflect conversions, repurchases or redemptions of a
part of this Preferred Security






(1)  Insert
in Certificated Preferred Securities Only.



 A-1-4
 









in global form or
cancellations of a part of this Preferred Security in global form, in each
case, and in any such case, by means of notations on the Global Certificate
Transfer Schedule attached as Schedule A hereto. Notwithstanding any provision
of this Preferred Security to the contrary, conversions or redemptions of a
part of this Preferred Security in global form and cancellations of a part of
this Preferred Security in global form, may be effected without the
surrendering of this Preferred Security in global form, provided that
appropriate notations on the Global Certificate Transfer Schedule are made by
the Property Trustee or the Clearing Agency at the direction of the Property
Trustee, to reflect the appropriate reduction or increase, as the case may be,
in the aggregate liquidation amount of this Preferred Security in a global form
resulting therefrom or as a consequence thereof.](2)


By acceptance, the Holder
agrees (i) to treat, for United States federal income tax purposes, the
Debentures as indebtedness of the Debenture Issuer subject to United States
Treasury Regulation section 1.1275-4(b) and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures and (ii) to treat
the comparable yield and projected payment schedule as determined by the
Debenture Issuer as “reasonable” for the purposes of Treasury Regulation
section 1.1275-4(b).






(2)  Insert
in Global Preferred Securities Only.



 A-1-5
 









IN WITNESS WHEREOF,
the Trust has executed this certificate this         
day of October, 2007.


	
  

  	
  AMG Capital Trust II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LaSalle Bank National
  Association

  
	
   

  	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
   

  	
  as Institutional
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


Dated:  October      ,
2007


	
  

  	
  LaSalle Bank National
  Association,

  not in its individual capacity but solely

  as Property Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 A-1-6
 









REVERSE OF SECURITY


Distributions
payable on each Preferred Security will be fixed at a rate per annum of 5.15%
(the “Coupon Rate”) of the liquidation amount of $50.00 per Preferred Security,
such rate being the rate of interest payable on the Debentures to be held by
the Property Trustee. Distributions in arrears for more than one quarterly
period will bear interest thereon compounded quarterly at the Coupon Rate (to
the extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds on hand legally available
therefor.


Distributions on
the Preferred Securities will be cumulative, will accumulate from the date of
their original issuance and will be payable quarterly in arrears, on January
15, April 15, July 15 and October 15 of each year, commencing on January 15,
2008, except as otherwise described below. Distributions will be computed on
the basis of a 360-day year consisting of twelve 30-day months. As long as no
event of default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest (other than Contingent Interest) by extending the interest payment
period at any time and from time to time on the Debentures for a period not
exceeding 20 consecutive calendar quarterly periods, including the first such
quarterly period during such extension period (each an “Extension Period”),
provided that no Extension Period shall end on a date other than an interest
payment date for the Debentures or extend beyond the stated maturity date of the
Debentures or any redemption date therefor. As a consequence of such deferral,
Distributions (other than Contingent Distributions) will also be deferred.
Despite such deferral, quarterly Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures) at the Coupon
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
defer payments of interest (other than Contingent Interest) by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions within such Extension Period, may
not exceed 20 consecutive quarterly periods, including the first quarterly
period during such Extension Period, end on a date other than an interest
payment date for the Debentures or extend beyond the stated maturity date of
the Debentures or any redemption date therefor. Payments of accumulated
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.  The
payment of Contingent Interest may not, under any circumstances, be subject to
an Extension Period.


The Trust shall
pay Contingent Distributions on the terms and in the amounts specified in the
Declaration and the Indenture.


Subject to
conditions set forth in the Declaration and the Indenture, the Property Trustee
may, at the direction of the Initial Purchaser of Common Securities, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneously with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.



 A-1-7
 









The Preferred
Securities shall be redeemable as provided in the Declaration.


The Preferred
Securities shall be convertible into shares of Affiliated Managers Group, Inc.
Common Stock in the manner and according to the terms set forth in the Declaration
and the Indenture.


Holders of
Preferred Securities will be entitled to the repurchase rights specified in the
Declaration and the Indenture upon the occurrence of a Change in Control.



 A-1-8
 









CONVERSION REQUEST


	
  To:

  	
  LaSalle Bank National
  Association,

  
	
   

  	
  as Property
  Trustee of

  
	
   

  	
  AMG Capital
  Trust II

  



 


The undersigned owner of
these Preferred Securities hereby irrevocably exercises the option to convert
these Preferred Securities, or the portion below designated, into Common Stock
(as such term is defined in the Indenture, dated as of 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 and the Amended and Restated Declaration of Trust (as amended from
time to time, the “Declaration”), dated as of October 17, 2007, by LaSalle Bank
National Association, as Property Trustee and Institutional Administrator, and
LaSalle National Trust Delaware, as Delaware Trustee, Affiliated Managers
Group, Inc., as Initial Purchaser of Common Securities and as Debenture Issuer,
and by the Holders, from time to time, of undivided beneficial interests in the
assets of the Trust to be issued pursuant to the Declaration. Pursuant to the
aforementioned exercise of the option to convert these Preferred Securities,
the undersigned hereby directs the Conversion Agent (as that term is defined in
the Declaration) to (i) exchange such Preferred Securities for a portion of the
Debentures (as that term is defined in the Declaration) held by the Trust (at
the rate of exchange specified in the terms of the Securities set forth in the
Indenture and as Annex I to the Declaration) and (ii) immediately convert such
Debentures on behalf of the undersigned, into Common Stock (at the conversion
rate specified in the terms of the Securities set forth in the Indenture and as
Annex I to the Declaration).


The undersigned does also
hereby direct the Conversion Agent 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
Declaration, the Indenture and the Preferred Securities, agrees to be bound by
the terms of the Registration Rights Agreement relating to the Common Stock
issuable upon conversion of the Preferred Securities and agrees to appoint the
Conversion Agent for the purpose of effecting the conversion of the Preferred
Securities into shares of Common Stock.


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Preferred
  Securities to be converted:

  	
   

  	
   

  
					



 



 A-1-9
 









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 this Preferred Security certificate) (for conversion of
definitive Preferred Securities only)


	
  

  	
   

  



 


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


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
  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-1-10
 









NOTICE OF REPURCHASE ELECTION


	
  To:

  	
  LaSalle Bank National
  Association,

  
	
   

  	
  as Property
  Trustee of

  
	
   

  	
  AMG Capital
  Trust II

  



 


The undersigned
owner of these Preferred Securities, in connection with the occurrence of a
Change in Control (as such term is defined in the Indenture, dated as of
October 17, 2007, between Affiliated Managers Group, Inc. and LaSalle Bank
National Association, as Debenture Trustee (the “Indenture”)) hereby
irrevocably exercises the right to require the repurchase of these Preferred
Securities, or the portion below designated, on the Repurchase Date in
accordance with the terms of the Indenture and the Amended and Restated
Declaration of Trust (as amended from time to time, the “Declaration”), dated
as of October 17, 2007, by LaSalle Bank National Association, as Property
Trustee and Institutional Administrator, LaSalle National Trust Delaware, as
Delaware Trustee, Affiliated Managers Group, Inc., as Initial Purchaser of
Common Securities and as Debenture Issuer, and by the Holders, from time to
time, of undivided beneficial interests in the assets of the Trust to be issued
pursuant to the Declaration. Pursuant to the aforementioned election to require
repurchase of these Preferred Securities, the undersigned hereby directs the
Exchange Agent (as that term is defined in the Declaration) to (i) exchange
such Preferred Securities for a portion of the Debentures (as that term is
defined in the Declaration) held by the Trust (at the rate of exchange
specified in the terms of the Securities set forth in the Indenture and as
Annex I to the Declaration) and (ii) immediately tender such Debentures on
behalf of the undersigned, for repurchase by the Debenture Issuer at the
Repurchase Price (as such term is defined in the Indenture) on the Repurchase
Date (as such term is defined in the Indenture).


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of
  Preferred Securities to be repurchased:

  	
   

  	
   

  
					



 



 A-1-11
 









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 this Preferred Security certificate) (for conversion of
definitive Preferred Securities only)


	
  

  	
   

  



 


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


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


	
  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-1-12
 









ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Preferred Security Certificate to:


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


(Insert assignee’s Social
Security or Tax Identification Number)


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


(Insert address and ZIP
code of assignee)


and irrevocably appoints


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
				



 


(Sign exactly as your
name appears on this Preferred Security 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 and Exchange Act
of 1934, as amended.



 A-1-13
 









CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF RESTRICTED PREFERRED SECURITIES


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


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


(B)           The undersigned
confirms that such Preferred 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; or


(3)           o
transferred pursuant to an available exemption from the registration
requirements of the Securities Act of 1933; or


(4)           o
transferred pursuant to an effective registration statement under the
Securities Act.


Unless the box below is
checked, the undersigned confirms that such Securities are not being
transferred to an “affiliate” of the 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 Property Trustee will refuse to
register any of the Preferred 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 Property Trustee may require, prior to
registering any such transfer of the Preferred Securities such legal opinions,
certifications and other information as the Trust 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.



 A-1-14
 









 


	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature
  Guarantee*:

  
	
   

  
	
   

  	
   

  
	
  Signature must
  be guaranteed Signature

  
	
   

  
	
   

  	
   

  
	
  Signature

  



 






*           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-1-15
 









Schedule A


Global Certificate Transfer Schedule


Changes to Liquidation Amount of Global Security


	
  Date

  	
   

  	
  Liquidation Amount of

  Securities by which this

  Global Security Is to Be

  Reduced or Increased

  	
   

  	
  Remaining Liquidation

  Amount of the Global

  Security (following decrease

  or increase)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule to be maintained
by Property Trustee or Clearing Agency in cooperation with Property Trustee, as
applicable.



 A-1-16















EXHIBIT A-2


COMMON SECURITY CERTIFICATE


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.


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
PROPERTY 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
PROPERTY 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.



 A-2-1
 









THIS COMMON
SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN SECTION 9.1(b) OF THE
AMENDED AND RESTATED DECLARATION OF TRUST OF AMG CAPITAL TRUST II, DATED AS OF
OCTOBER 17, 2007, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.


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 LIQUIDATION 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 DEBENTURE ISSUER 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 DEBENTURE ISSUER AS “REASONABLE” FOR PURPOSES OF TREASURY REGULATION SECTION
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.



 A-2-2
 









Certificate Evidencing Common Securities


of


AMG Capital Trust II


5.15% Common Securities

(liquidation amount $50.00 per Common Security)


AMG Capital Trust II, a
statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that                                       
(the “Holder”) is the registered owner of 200 common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 5.15% Common Securities (liquidation amount $50.00 per Common
Security) (the “Common Securities”). Subject to the limitations in Section
9.1(b) of the Declaration (as defined below), the Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust, dated as of October 17,
2007, as the same may be amended from time to time (the “Declaration”),
including the designation of the terms of the Common Securities as set forth in
Annex I to the Declaration. Capitalized terms used but not defined herein shall
have the meaning given them in the Declaration. The Initial Purchaser of Common
Securities will provide a copy of the Declaration, the Guarantee Agreement and
the Indenture (including any supplemental indenture) to a Holder without charge
upon written request to the Initial Purchaser of Common Securities at its
principal place of business.


Upon receipt of this
certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder to the extent provided therein.


By acceptance, the Holder
agrees (i) to treat, for United States federal income tax purposes, the
Debentures as indebtedness of the Debenture Issuer subject to United States
Treasury Regulation section 1.1275-4(b) and the Common Securities as evidence
of indirect beneficial ownership in the Debentures, and (ii) to treat the
comparable yield and projected payment schedule as determined by the Debenture
Issuer as “reasonable” for purposes of Treasury Regulation section 1.1275-4(b).



 A-2-3
 









IN WITNESS
WHEREOF, the Trust has executed this certificate this       
day of October, 2007.


	
  

  	
  AMG Capital Trust II

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LaSalle Bank National
  Association

  
	
   

  	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
   

  	
  as Institutional
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 A-2-4
 









REVERSE OF SECURITY


Distributions
payable on each Common Security will be fixed at a rate per annum of 5.15% (the
“Coupon Rate”) of the liquidation amount of $50.00 per Common Security, such
rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. Distributions in arrears for more than one quarterly period
will bear interest thereon compounded quarterly at the Coupon Rate (to the
extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor.


Distributions on
the Common Securities will be cumulative, will accrue from the date of original
issuance of the Common Securities and will be payable quarterly in arrears, on
January 15, April 15, July 15 and October 15 of each year, commencing on January
15, 2008, except as otherwise described below. Distributions will be computed
on the basis of a 360-day year consisting of twelve 30-day months. As long as
no event of default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 20 consecutive calendar
quarterly periods, including the first such quarterly period during such
extension period (each an “Extension Period”), provided that no Extension
Period shall end on a date other than an interest payment date for the
Debentures or extend beyond the stated maturity date of the Debentures or any
redemption date therefor. As a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, Distributions will continue to
accumulate with interest thereon (to the extent permitted by applicable law,
but not at a rate exceeding the rate of interest then accruing on the
Debentures) at the Coupon Rate compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not exceed 20
consecutive quarterly periods, including the first quarterly period during such
Extension Period, or end on a date other than an interest payment date for the
Debentures or extend beyond the stated maturity date of the Debentures or any
redemption date therefor. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first
record date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.


Subject to the
conditions set forth in the Declaration and the Indenture, the Property Trustee
may, at the direction of the Initial Purchaser of Common Securities, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneous with any
redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.


Under certain
circumstances, the right of the holders of the Common Securities shall be
subordinate to the rights of the holders of the Preferred Securities (as
defined in the Declaration), as provided in the Declaration.


The Common
Securities shall be redeemable as provided in the Declaration.



 A-2-5
 









ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Common Security Certificate to:


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


(Insert assignee’s
Social Security or Tax Identification Number)


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


(Insert address
and ZIP code of assignee)


and irrevocably appoints


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


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  (Sign exactly as
  your name appears on this Common Security 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-2-6















EXHIBIT
A-3


Projected
Payment Schedule*


	
  Years 0-6

  	
   

  	
  Years 7-12

  	
   

  	
  Years 13-18

  	
   

  	
  Years 19-24

  	
   

  	
  Years 25-30

  
	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  
	
  10/18/07-01/15/08

  	
   

  	
  0.63

  	
   

  	
  10/16/13-01/15/14

  	
   

  	
  0.64

  	
   

  	
  10/16/19-01/15/20

  	
   

  	
  0.68

  	
   

  	
  10/16/25-01/15/26

  	
   

  	
  0.70

  	
   

  	
  10/16/31-01/15/32

  	
   

  	
  0.73

  
	
  01/16/08-04/15/08

  	
   

  	
  0.64

  	
   

  	
  01/16/14-04/15/14

  	
   

  	
  0.64

  	
   

  	
  01/16/20-04/15/20

  	
   

  	
  0.68

  	
   

  	
  01/16/26-04/15/26

  	
   

  	
  0.70

  	
   

  	
  01/16/32-04/15/32

  	
   

  	
  0.73

  
	
  04/16/08-07/15/08

  	
   

  	
  0.64

  	
   

  	
  04/16/14-07/15/14

  	
   

  	
  0.64

  	
   

  	
  04/16/20-07/15/20

  	
   

  	
  0.68

  	
   

  	
  04/16/26-07/15/26

  	
   

  	
  0.70

  	
   

  	
  04/16/32-07/15/32

  	
   

  	
  0.73

  
	
  07/16/08-10/15/08

  	
   

  	
  0.64

  	
   

  	
  07/16/14-10/15/14

  	
   

  	
  0.64

  	
   

  	
  07/16/20-10/15/20

  	
   

  	
  0.68

  	
   

  	
  07/16/26-10/15/26

  	
   

  	
  0.70

  	
   

  	
  07/16/32-10/15/32

  	
   

  	
  0.73

  
	
  10/16/08-01/15/09

  	
   

  	
  0.64

  	
   

  	
  10/16/14-01/15/15

  	
   

  	
  0.64

  	
   

  	
  10/16/20-01/15/21

  	
   

  	
  0.69

  	
   

  	
  10/16/26-01/15/27

  	
   

  	
  0.71

  	
   

  	
  10/16/32-01/15/33

  	
   

  	
  0.74

  
	
  01/16/09-04/15/09

  	
   

  	
  0.64

  	
   

  	
  01/16/15-04/15/15

  	
   

  	
  0.64

  	
   

  	
  01/16/21-04/15/21

  	
   

  	
  0.69

  	
   

  	
  01/16/27-04/15/27

  	
   

  	
  0.71

  	
   

  	
  01/16/33-04/15/33

  	
   

  	
  0.74

  
	
  04/16/09-07/15/09

  	
   

  	
  0.64

  	
   

  	
  04/16/15-07/15/15

  	
   

  	
  0.64

  	
   

  	
  04/16/21-07/15/21

  	
   

  	
  0.69

  	
   

  	
  04/16/27-07/15/27

  	
   

  	
  0.71

  	
   

  	
  04/16/33-07/15/33

  	
   

  	
  0.74

  
	
  07/16/09-10/15/09

  	
   

  	
  0.64

  	
   

  	
  07/16/15-10/15/15

  	
   

  	
  0.64

  	
   

  	
  07/16/21-10/15/21

  	
   

  	
  0.69

  	
   

  	
  07/16/27-10/15/27

  	
   

  	
  0.71

  	
   

  	
  07/16/33-10/15/33

  	
   

  	
  0.74

  
	
  10/16/09-01/15/10

  	
   

  	
  0.64

  	
   

  	
  10/16/15-01/15/16

  	
   

  	
  0.64

  	
   

  	
  10/16/21-01/15/22

  	
   

  	
  0.69

  	
   

  	
  10/16/27-01/15/28

  	
   

  	
  0.71

  	
   

  	
  10/16/33-01/15/34

  	
   

  	
  0.74

  
	
  01/16/10-04/15/10

  	
   

  	
  0.64

  	
   

  	
  01/16/16-04/15/16

  	
   

  	
  0.64

  	
   

  	
  01/16/22-04/15/22

  	
   

  	
  0.69

  	
   

  	
  01/16/28-04/15/28

  	
   

  	
  0.71

  	
   

  	
  01/16/34-04/15/34

  	
   

  	
  0.74

  
	
  04/16/10-07/15/10

  	
   

  	
  0.64

  	
   

  	
  04/16/16-07/15/16

  	
   

  	
  0.64

  	
   

  	
  04/16/22-07/15/22

  	
   

  	
  0.69

  	
   

  	
  04/16/28-07/15/28

  	
   

  	
  0.71

  	
   

  	
  04/16/34-07/15/34

  	
   

  	
  0.74

  
	
  07/16/10-10/15/10

  	
   

  	
  0.64

  	
   

  	
  07/16/16-10/15/16

  	
   

  	
  0.64

  	
   

  	
  07/16/22-10/15/22

  	
   

  	
  0.69

  	
   

  	
  07/16/28-10/15/28

  	
   

  	
  0.71

  	
   

  	
  07/16/34-10/15/34

  	
   

  	
  0.75

  
	
  10/16/10-01/15/11

  	
   

  	
  0.64

  	
   

  	
  10/16/16-01/15/17

  	
   

  	
  0.64

  	
   

  	
  10/16/22-01/15/23

  	
   

  	
  0.69

  	
   

  	
  10/16/28-01/15/29

  	
   

  	
  0.71

  	
   

  	
  10/16/34-01/15/35

  	
   

  	
  0.75

  
	
  01/16/11-04/15/11

  	
   

  	
  0.64

  	
   

  	
  01/16/17-04/15/17

  	
   

  	
  0.64

  	
   

  	
  01/16/23-04/15/23

  	
   

  	
  0.69

  	
   

  	
  01/16/29-04/15/29

  	
   

  	
  0.72

  	
   

  	
  01/16/35-04/15/35

  	
   

  	
  0.75

  
	
  04/16/11-07/15/11

  	
   

  	
  0.64

  	
   

  	
  04/16/17-07/15/17

  	
   

  	
  0.64

  	
   

  	
  04/16/23-07/15/23

  	
   

  	
  0.69

  	
   

  	
  04/16/29-07/15/29

  	
   

  	
  0.72

  	
   

  	
  04/16/35-07/15/35

  	
   

  	
  0.75

  
	
  07/16/11-10/15/11

  	
   

  	
  0.64

  	
   

  	
  07/16/17-10/15/17

  	
   

  	
  0.64

  	
   

  	
  07/16/23-10/15/23

  	
   

  	
  0.69

  	
   

  	
  07/16/29-10/15/29

  	
   

  	
  0.72

  	
   

  	
  07/16/35-10/15/35

  	
   

  	
  0.75

  
	
  10/16/11-01/15/12

  	
   

  	
  0.64

  	
   

  	
  10/16/17-01/15/18

  	
   

  	
  0.64

  	
   

  	
  10/16/23-01/15/24

  	
   

  	
  0.69

  	
   

  	
  10/16/29-01/15/30

  	
   

  	
  0.72

  	
   

  	
  10/16/35-01/15/36

  	
   

  	
  0.75

  
	
  01/16/12-04/15/12

  	
   

  	
  0.64

  	
   

  	
  01/16/18-04/15/18

  	
   

  	
  0.64

  	
   

  	
  01/16/24-04/15/24

  	
   

  	
  0.70

  	
   

  	
  01/16/30-04/15/30

  	
   

  	
  0.72

  	
   

  	
  01/16/36-04/15/36

  	
   

  	
  0.76

  
	
  04/16/12-07/15/12

  	
   

  	
  0.64

  	
   

  	
  04/16/18-07/15/18

  	
   

  	
  0.64

  	
   

  	
  04/16/24-07/15/24

  	
   

  	
  0.70

  	
   

  	
  04/16/30-07/15/30

  	
   

  	
  0.72

  	
   

  	
  04/16/36-07/15/36

  	
   

  	
  0.76

  
	
  07/16/12-10/15/12

  	
   

  	
  0.64

  	
   

  	
  07/16/18-10/15/18

  	
   

  	
  0.64

  	
   

  	
  07/16/24-10/15/24

  	
   

  	
  0.70

  	
   

  	
  07/16/30-10/15/30

  	
   

  	
  0.72

  	
   

  	
  07/16/36-10/15/36

  	
   

  	
  0.76

  
	
  10/16/12-01/15/13

  	
   

  	
  0.64

  	
   

  	
  10/16/18-01/15/19

  	
   

  	
  0.64

  	
   

  	
  10/16/24-01/15/25

  	
   

  	
  0.70

  	
   

  	
  10/16/30-01/15/31

  	
   

  	
  0.72

  	
   

  	
  10/16/36-01/15/37

  	
   

  	
  0.76

  
	
  01/16/13-04/15/13

  	
   

  	
  0.64

  	
   

  	
  01/16/19-04/15/19

  	
   

  	
  0.68

  	
   

  	
  01/16/25-04/15/25

  	
   

  	
  0.70

  	
   

  	
  01/16/31-04/15/31

  	
   

  	
  0.73

  	
   

  	
  01/16/37-04/15/37

  	
   

  	
  0.76

  
	
  04/16/13-07/15/13

  	
   

  	
  0.64

  	
   

  	
  04/16/19-07/15/19

  	
   

  	
  0.68

  	
   

  	
  04/16/25-07/15/25

  	
   

  	
  0.70

  	
   

  	
  04/16/31-07/15/31

  	
   

  	
  0.73

  	
   

  	
  04/16/37-07/15/37

  	
   

  	
  0.77

  
	
  07/16/13-10/15/13

  	
   

  	
  0.64

  	
   

  	
  07/16/19-10/15/19

  	
   

  	
  0.68

  	
   

  	
  07/16/25-10/15/25

  	
   

  	
  0.70

  	
   

  	
  07/16/31-10/15/31

  	
   

  	
  0.73

  	
   

  	
  07/16/37-10/15/37

  	
   

  	
  0.77

  



 






*                  The comparable yield
and the schedule of projected payments are determined on the basis of certain
assumptions and are not determined for any purpose other than for the
determination of interest accruals and adjustments thereof in respect of the
Securities for United States federal income tax purposes.  The comparable yield and the schedule of
projected payments do not constitute a projection or representation regarding
the amounts payable on Securities.



 A-3-1