Exhibit 4.2 STOCKHOLDERS AGREEMENT

Exhibit 4.2

STOCKHOLDERS AGREEMENT

EXECUTION COPY

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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.

STOCKHOLDERS AGREEMENT

Dated as of August 2, 1999

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TABLE OF CONTENTS

Page

ARTICLE I

LIMITATIONS ON TRANSFER OF SHARES...............................................................2
Section 1.1. Transfers Generally...............................................................2
Section 1.2. Transfers Following Death or Disability...........................................3
Section 1.3. Transfers with the Consent of Board of Directors..................................4
Section 1.4. Compliance with Law and Regulations...............................................4
Section 1.5. Legend on Certificates; Entry of Stop Transfer Orders.............................4
Section 1.6. Certificates to be Held by Company................................................4
Section 1.7. Transfers in Violation of Agreement Void..........................................6

ARTICLE II

VOTING AGREEMENT................................................................................6
Section 2.1. Preliminary Vote of Founder Stockholders..........................................6
Section 2.2. Voting by Founder Stockholders....................................................6
Section 2.3. Termination of Voting Provisions..................................................7

ARTICLE III

RIGHT TO PURCHASE SHARES........................................................................7
Section 3.1. Right of the Company to Purchase Shares in Case of Harmful
Activity...............................................................................7
Section 3.2. Notice of Harmful Activity........................................................8

ARTICLE IV

REPRESENTATIONS AND WARRANTIES..................................................................8
Section 4.1. Representations and Warranties of the Founder Stockholders........................8
Section 4.2. Representations and Warranties of the Company.....................................9

ARTICLE V

DEFINITIONS.....................................................................................9

ARTICLE VI

MISCELLANEOUS..................................................................................16
Section 6.1. Notices..........................................................................16
Section 6.2. Term of the Agreement............................................................16
Section 6.3. Amendments; Waivers..............................................................16
Section 6.4. Adjustment Upon Changes in Capitalization........................................17
Section 6.6. Severability.....................................................................17
Section 6.7. Representatives, Successors and Assigns..........................................17
Section 6.8. Governing Law....................................................................18
Section 6.9. Specific Performance.............................................................18
Section 6.10. Arbitration.....................................................................18
Section 6.11. Submission to Jurisdiction; Waiver of Immunity..................................19
Section 6.12. Further Assurances..............................................................19
Section 6.13. Execution in Counterparts.......................................................19
Section 6.14. Entire Agreement................................................................19

Schedule I

Schedule II

STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT (this "AGREEMENT") is dated as of
August 2, 1999, by and among (I) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., a Delaware corporation
(the "COMPANY"), (II) the Principals (as defined below) listed on Schedule I
hereto and (III) the Family Affiliates (as defined below) listed on Schedule II
hereto. Capitalized terms used herein have their respective meanings set forth
in Article V of this Agreement.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into a Plan of Merger
and Exchange Agreement, dated as of the date hereof (the "EXCHANGE AGREEMENT"),
pursuant to which (I) the Principals and their Family Affiliates, as sole
members of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Delaware limited liability company ("NB
LLC"), will contribute their respective interests in NB LLC to the Company in
exchange for shares of common stock, par value $.01 (the "COMMON STOCK"), of the
Company (the "EXCHANGE") and (II) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a wholly-owned
direct subsidiary of the Company, will merge into ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management
Inc., a New York corporation ("NBMI"), with the Principals, as the sole
shareholders of NBMI, will receive shares of the Common Stock (the "MERGER");

WHEREAS, as a result of the Exchange and Merger, the
Principals and their Family Affiliates (collectively, the "FOUNDER
STOCKHOLDERS") will Own all of the issued and outstanding Common Stock;

WHEREAS, the Company and the Founder Stockholders desire to
enter into certain agreements with respect to the Transfer and voting of their
Common Stock and various other matters in order to continue harmonious
relationships among the themselves with respect to the conduct of the business
and affairs of the Company;

WHEREAS, most of the Principals have devoted a substantial
portion of their professional careers with the Company Group and its
predecessors, and the parties hereto desire to encourage the Principals to
continue their long-term professional association with the Company for the good
of all parties; and

WHEREAS, it is a condition precedent to the closing under the
Exchange Agreement that the parties hereto enter into this Agreement.

NOW THEREFORE, in consideration of the premises and of the
mutual agreements, covenants and provisions herein contained and for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

ARTICLE I

LIMITATIONS ON TRANSFER OF SHARES

Section 1.1. TRANSFERS GENERALLY. Each Founder Stockholder
agrees that, in addition to any restrictions imposed by law, no Founder
Stockholder shall Transfer any Founder Shares Owned by such Founder Stockholder,
except that:

(a) Subject to Sections 1.1(b) and 1.1(c), each Principal,
together with his or her Family Affiliates, may in the aggregate
Transfer (X) on and after January 1, 2002 and prior to January 1, 2003,
a number of Founder Shares not to exceed the sum of such Principal's
Unsold IPO Allotment and 10% of the aggregate Number of Initial Founder
Shares Owned by such Principal and Family Affiliates and (Y) in each
calender year commencing January 1, 2003, a number of Founder Shares
not to exceed 10% of the aggregate Number of Initial Founder Shares
Owned by such Principal and Family Affiliates, PROVIDED that, in the
case of each of the preceding clauses (x) and (y):

(i) Prior to the third anniversary of the Employment
Termination Date of such Principal, neither such Principal nor
any of his or her Family Affiliates may Transfer Founder
Shares if, as a result of such Transfer, such Principal and
Family Affiliates would in the aggregate Own less than that
number of Founder Shares that is equal to 30% of the aggregate
Number of Initial Founder Shares Owned by such Principal and
Family Affiliates; and

(ii) Commencing on such Principal's Employment
Termination Date and continuing until the third anniversary
thereof, such Principal and his or her Family Affiliates may
not Transfer any Founder Shares other than Founder Shares
eligible to be Transferred but not Transferred on or prior to
such Employment Termination Date; and

(iii) Any Founder Shares in respect of which the
Company has exercised its right of purchase pursuant to
Article III hereof may only be Transferred in accordance with
Article III.

Any number of Founder Shares eligible to be Transferred in any calendar
year under this Section 1.1(a) but not so Transferred may be
Transferred in any future calendar year without any restriction imposed
by this Section 1.1(a).

(b) Notwithstanding Section 1.1(a), if the Employment
Termination Date of any Principal occurs prior to January 1, 2003,

(i) Such Principal and his or her Family
Affiliates may not Transfer any Founder Shares prior to
January 1, 2007; and

(ii) Subject to Section 3.1, on and after January 1,
2007, such Principal, together with his or her Family
Affiliates, may in the aggregate Transfer in any calendar year
up to that number of Founder Shares that is equal to 20% of
the aggregate number of Founder Shares Owned by such Principal
and his or her Family Affiliates on the Employment Termination
Date of such Principal, PROVIDED that any number of Founder
Shares that was eligible to be Transferred under this clause
(ii) but not so Transferred may be Transferred in any future
calendar year without regard to the 20% annual limit imposed
on Transfers by this clause (ii);

PROVIDED, further, that this Section 1.1(b) shall not apply if such
Principal's employment with the Company Group was terminated by the
Company Group without Cause.

(c) Notwithstanding Sections 1.1 (a) and 1.1(b), no Principal
nor any of his or her Family Affiliates may Transfer Founder Shares
during the pendency of any dispute between the Company and such
Principal or any of his or her Family Affiliates regarding the
obligations under this Agreement, the Exchange Agreement or the
Non-Competition Agreement of such Principal or any of his or her Family
Affiliates.

Section 1.2. TRANSFERS FOLLOWING DEATH OR DISABILITY.
Notwithstanding any other provisions of this Agreement, upon the death or
Disability of any Principal, such Principal (or his or her estate) and his or
her Family Affiliates may Transfer Founder Shares free of any provisions of this
Agreement.

Section 1.3. TRANSFERS WITH THE CONSENT OF BOARD OF DIRECTORS.
Notwithstanding any other provisions of this Agreement, a Founder Stockholder
may Transfer any number of Founder Shares at any time with the prior written
consent of the Board of Directors, which consent may be withheld or delayed, or
granted on such terms and conditions as it may determine, in its sole
discretion.

Section 1.4. COMPLIANCE WITH LAW AND REGULATIONS. Each Founder
Stockholder agrees that any Transfer of Founder Shares by such Founder
Stockholder shall be in compliance with any applicable constitution, rule or
regulation of, or any applicable policy of, the NASD, any of the exchanges or
associations or other institutions with which the Company Group has membership
or other privileges (including, without limitation, the NYSE), federal and state
securities laws, and any applicable law, rule or regulation of the Commission or
any other governmental agency having jurisdiction.

Section 1.5. LEGEND ON CERTIFICATES; ENTRY OF STOP TRANSFER
ORDERS. (a) Each Founder Stockholder agrees that each outstanding certificate
representing any Founder Shares that are subject to this Agreement shall bear an
endorsement noted conspicuously on each such certificate reading substantially
as follows:

"The securities represented by this certificate were issued without
registration under the Securities Act of 1933. No transfer of such
securities may be made without an opinion of counsel, satisfactory to
the Company, that such transfer may properly be made without
registration under the Securities Act of 1933 or that such securities
have been so registered under a registration statement which is in
effect at the date of such transfer.

The securities represented by this certificate are subject to the
provisions of an agreement dated as of August [ ], 1999 among the
Company and certain persons listed on Schedules I and II to such
agreement, a copy of which is on file at the principal executive office
of the Company, and such securities may be sold, assigned, pledged or
otherwise transferred only in accordance with such agreement."

(b) Each Founder Stockholder agrees to the entry of stop
transfer orders against the transfer of legended certificates representing
shares of Common Stock except in compliance with this Agreement.

Section 1.6. CERTIFICATES TO BE HELD BY COMPANY. (a) Each
Founder Stockholder agrees that the certificates representing such Founder
Stockholder's Founder Shares shall be issued in the name of a nominee holder to
be designated by the Company

and shall be held in custody by the Company at its principal office. Subject to
Section 1.6(c), the Company shall, upon the request of any such Founder
Stockholder or the estate of any Founder Stockholder, as the case may be, in
writing addressed to the Secretary of the Company or any officer designated by
the Secretary (which request shall include a representation by such Founder
Stockholder or estate thereof that such Founder Stockholder is then permitted to
Transfer a specified number of Founder Shares under the provisions of this
Agreement), promptly release from custody the certificates representing such
specified number of Founder Stockholder's Founder Shares which are then intended
and permitted to be Transferred under the provisions of this Agreement.

(b) Subject to Section 1.6(c), so long as the Founder
Stockholders have provided appropriate written direction to the Company,
whenever the nominee holder shall receive any cash dividend or other cash
distribution upon any Founder Shares deposited pursuant to Section 1.6(a), the
Company shall cause the nominee holder to distribute promptly such cash dividend
or other distribution (by sale or any other manner that it may determine, net of
its charges and expenses in effecting such conversion), by checks drawn on a
bank in the United States, to the Founder Stockholders in proportion to the
number of Founder Shares Owned by each of them respectively; PROVIDED that the
Company shall cause the nominee holder to make appropriate adjustments in the
amounts so distributed in respect of any amounts required to be withheld by the
nominee holder from any distribution on account of taxes. The nominee holder
shall distribute only such amount as can be distributed without distributing to
any Founder Stockholder a fraction of one cent, and any balance not so
distributable shall be held by the nominee holder (without liability for
interest thereon) and shall be added to and become part of the next sum received
by the nominee holder for distribution to the Founder Stockholders.

(c) Notwithstanding Section 1.6(b), during the pendency of any
dispute between the Company and any Principal or any of his or her Family
Affiliates regarding the obligations under this Agreement, the Exchange
Agreement or the Non-Competition Agreement of such Principal or any of his or
her Family Affiliates, all cash dividends and other cash distributions received
by the nominee holder in respect of the Founder Shares of such Principal and his
or her Family Affiliates shall be retained by the nominee holder and shall not
be distributed until the final resolution of such dispute. Each Principal and
his or her Family Affiliates hereby irrevocably (I) authorizes the Company, upon
any amount becoming payable by such Principal or his or her Family Affiliates in
connection with any such dispute, to set off and apply against such amount an
equal amount of any cash dividends or other cash distributions in respect of
such the Founder Shares of such Principal and his or her Family Affiliates then
retained by the nominee holder and (II) instructs the nominee holder to
distribute such amounts to the Company.

Section 1.7. TRANSFERS IN VIOLATION OF AGREEMENT VOID. Any
attempted Transfer of Founder Shares not made in accordance with the provisions
of this Agreement shall be void, and the Company shall not register, or cause or
permit the registry, of Common Stock Transferred in violation of this Agreement.

ARTICLE II

VOTING AGREEMENT

Section 2.1. PRELIMINARY VOTE OF FOUNDER STOCKHOLDERS. Before
any vote of the stockholders of the Company at a meeting called with respect to
any corporate action or before action is taken by stockholders of the Company by
written consent, a vote (the "PRELIMINARY VOTE") shall be taken of Founder
Stockholders Owning Founder Shares and of Additional Stockholders Owning
Additional Shares, in accordance with procedures established from time to time
by the Board of Directors, upon all such matters upon which such stockholder
vote or other action is proposed to be taken, in which each Founder Stockholder
and Additional Shareholder shall be permitted to vote the Founder Shares and
Additional Shares then Owned by such stockholder in such manner as each such
stockholder may determine in his, her or its sole discretion.

Section 2.2. VOTING BY FOUNDER STOCKHOLDERS. (a) At any
meeting of the stockholders of the Company called to vote with respect to any
corporate action or where action by stockholders of the Company is taken by
written consent, each Founder Stockholder agrees to vote or act by written
consent with respect to all the Founder Shares then Owned by such stockholder on
all such matters in which action is proposed to be taken in accordance with the
vote of the majority of the shares present (in person or by proxy) and voting in
the Preliminary Vote.

(b) For purposes of effecting any vote pursuant to this
Section 2.2, each Founder Stockholder does hereby irrevocably make, constitute
and appoint the Secretary of the Company, or any officer(s) designated in
writing by the Secretary, with full power of substitution, as his, her or its
true attorney-in-fact and agent, for and in his, her or its name, place and
stead, to act as his proxy to the maximum extent and for the maximum term
permitted by law to (I) vote such Founder Stockholder's Founder Shares at any
meeting of stockholders of the Company or to take any corporate action where
action by stockholders of the Company is taken by written consent with respect
to such Founder Shares, in each case in accordance with Section 2.2(a) and (II)
vote such Founder Stockholder's Founder Shares in such proxy holder's discretion
upon any other business which properly comes before such meetings or for which
action is to be taken pursuant to such written consents, giving and granting to
said attorney full power and authority to do

and perform each and every act and thing whether necessary or desirable to be
done in and about the premises, as fully as he, she or it might or could do if
personally present, with full power of substitution, appointment and revocation.
The foregoing power of attorney and proxy are coupled with an interest and shall
not be revocable or revoked by such Founder Stockholder and shall be binding
upon such stockholder and his, her or its successors and assigns.

Section 2.3. TERMINATION OF VOTING PROVISIONS. Notwithstanding
any other provisions of this Agreement, (I) the right of any Principal and his
or her Family Affiliate to participate in the Preliminary Vote, (II) the
obligation of any Principal and his or her Family Affiliate to vote in
accordance with Section 2.2 and (III) the irrevocable power of attorney and
proxy provided by such Founder Stockholders pursuant to Section 2.2(b) shall, in
each case, terminate at the close of business on the Employment Termination Date
of such Principal.

ARTICLE III

RIGHT TO PURCHASE SHARES

Section 3.1. RIGHT OF THE COMPANY TO PURCHASE SHARES IN CASE
OF HARMFUL ACTIVITY. (a) If, on or prior to the third anniversary of the
Employment Termination Date of any Principal (including during such Principal's
employment with the Company Group), the Board of Directors determines in its
good faith judgment that such Principal has engaged in Harmful Activity, the
Company shall have the right to purchase, at any time or from time to time, from
such Principal (or, to the extent a Principal does not Own sufficient shares of
Common Stock to satisfy his or her obligations under this Section 3.1, to
purchase from his or her Family Affiliates pro rata in accordance with the
number of Founder Shares Owned by such Family Affiliates on the Notice Date),
the number of Founder Shares Owned by such Principal and his or her Family
Affiliates that could not have been Transferred by such Founder Stockholders in
accordance with Section 1.1 prior to the Notice Date. The purchase price of each
Founder Share (the "PURCHASE PRICE") purchased by the Company pursuant to this
Section 3.1 shall equal $2.00 per share.

(b) The Company may exercise its right to purchase Founder
Shares under this Section 3.1 in accordance with the following procedures:

(i) The Company shall give notice to the Founder Stockholder
that Owns the Founder Shares subject to such right of purchase not
later than the close of business on the third anniversary of the
Employment Termination Date of such Principal (the "NOTICE DATE"),
advising such Founder Stockholder of the

Company's election to exercise such right, stating the number of
Founder Shares to be so purchased, the Purchase Price, closing
arrangements and a closing date at which payment of the consideration
for such Founder Shares will be made, which date shall be not less than
five days nor more than 90 days after the Notice Date.

(ii) On the closing date, the Company and such Founder
Stockholder shall cause the nominee holding the Founder Shares being so
purchased to deliver the certificates representing such Founder Shares,
properly endorsed for transfer by such Founder Stockholder or his, her
or its attorney-in-fact, to the Company at its principal place of
business and the Company shall deliver to such Founder Stockholder the
consideration therefor (it being understood and confirmed that NB LLC
has been appointed attorney-in-fact for such Founder Stockholder
pursuant to the Exchange Agreement to take all such actions, to make
such endorsements and to execute such documents as may be required to
consummate the sale under this Section 3.1 of Founder Shares to the
Company).

(c) If a Principal and his or her Family Affiliates are unable
to satisfy their obligations under this Section 3.1 to deliver Founder Shares to
the Company for any reason, such Principal shall be liable to the Company, as
liquidated damages and not as a penalty, for an amount equal to the product of
(I) the number of Founder Shares that should have been sold to the Company under
this Section 3.1 but were not sold and (II) the excess, if any, of the Market
Value of such shares as of the Notice Date over the Purchase Price.

Section 3.2. NOTICE OF HARMFUL ACTIVITY. Prior to the third
anniversary of such Principal's Employment Termination Date (including during
such Principal's employment with the Company Group), each Principal who engages
(or intends to engage) in Harmful Activity agrees (A) to notify the Company in
writing in reasonable detail at least 30 days prior to engaging in such Harmful
Activity, (B) to respond to such questions and furnish such additional
information as the Company may request with respect to such Harmful Activity and
(C) to update such written notice or inquiries promptly in the event of any
circumstances that would cause any notices or responses to be inaccurate or
incomplete.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1. REPRESENTATIONS AND WARRANTIES OF THE FOUNDER
STOCKHOLDERS. Each Founder Stockholder severally represents and warrants to the
Company and to each

other Founder Stockholder that (A) in the case of a Founder Shareholder who is
not a natural person, such Founder Stockholder is duly authorized to execute,
deliver and perform this Agreement; (B) this Agreement has been duly executed by
such Founder Shareholder or his, her or its attorney-in-fact on behalf of such
Founder Stockholder and is a valid and binding agreement of such Founder
Shareholder, enforceable against such Founder Shareholder in accordance with its
terms; (C) the execution, delivery and performance by such Founder Shareholder
of this Agreement does not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both constitute) a default under
any agreement to which such Founder Shareholder is a party; and (D) such Founder
Stockholder has good and marketable title to the shares of Common Stock acquired
pursuant to the Exchange free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind, other than pursuant to this
Agreement.

Section 4.2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Founder Stockholders that (A) the
Company is duly authorized to execute, deliver and perform this Agreement; (B)
this Agreement has been duly authorized, executed and delivered by the Company
and is a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms; and (C) the execution, delivery and
performance by the Company of this Agreement does not violate or conflict with
or result in a breach by the Company of or constitute (or with notice or lapse
of time or both constitute) a default by the Company under its Certificate of
Incorporation or By-Laws, any existing applicable law, rule, regulation,
judgment, order, or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company or its property
including the requirements of the NYSE, or any agreement or instrument to which
the Company is a party or by which the Company or its property may be bound.

ARTICLE V

DEFINITIONS

For purposes of this Agreement, the following terms shall have
the following meanings:

"Additional Shares" means shares of Common Stock Owned by an
Additional Stockholder that, pursuant to an agreement with the Company,
are to be voted in accordance with Article II of this Agreement.

"Additional Stockholder" means any Person that Owns Common
Stock who has agreed, pursuant to an agreement with the Company, to
vote shares of such Common Stock in accordance with Article II of this
Agreement.

"Agreement" has the meaning set forth in the preamble to this
Agreement.

"AMEX" has the meaning set forth in Section 6.10(b).

"Board of Directors" means the Board of Directors of the
Company or, to the extent expressly authorized by the Board of
Directors to exercise the powers of the Board of Directors under this
Agreement, (I) any committee of such Board of Directors or (II) any
board of directors or committee of any Subsidiary of the Company.

"Business Day" means a day on which the principal national
securities exchange on which shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the
shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Monday, Tuesday, Wednesday, Thursday or
Friday on which banking institutions in the Borough of Manhattan, City
and State of New York are not authorized or obligated by law or
executive order to close.

"Cause" means, with respect to any Principal:

(a) gross negligence or willful misconduct in the
performance of his or her duties as an employee of the Company
Group or willful and repeated failure to perform his or her
duties after written notice specifying such failure and a
reasonable time having been afforded to correct such failure;

(b) conviction of, or entering a plea of NOLO
CONTENDERE to, a felony (other than for a traffic violation)
or a misdemeanor involving fraud, embezzlement, forgery or
perjury;

(c) dishonesty that has resulted in damage to the
property, business or reputation of the Company and its
Subsidiaries, misappropriation of, or intentional damage to,
the property, business or reputation of the Company and its
Subsidiaries, perpetration of fraud on the Company Group that
has resulted in damage to the property or business of the
Company Group; or

(d) a finding by the Commission or a court of
competent jurisdiction that he or she has committed an act
that would cause such Founder Stockholder, the Company or any
of its affiliates to be disqualified in any manner under
section 9 of the Investment Company Act, if the Commission
were not to grant an exemptive order under section 9(c)
thereof, or that would constitute grounds for the Commission
to deny, revoke or suspend registration of the Company or any
of its affiliates as an investment advisor, broker-dealer or
transfer agent, as applicable, with the Commission.

"Closing Price" means, on any day, the last sales price,
regular way, per share of Common Stock on such day, or, in case no such
sale takes place on such day, the average of the closing bid and asked
prices, regular way, as reported in the principal consolidated
transaction reporting system covering securities listed or admitted to
trading on the NYSE or, if shares of Common Stock are not listed or
admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system covering securities listed on
the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national
securities exchange, the average of the high bid and low asked prices
in the over-the-counter market, as reported by the National Quotation
Bureau, Inc., or a similar reporting service designated by the Board of
Directors.

"Commission" means the Securities and Exchange Commission.

"Common Stock" has the meaning set forth in the recitals to
this Agreement.

"Company" has the meaning set forth in the preamble to this
Agreement and any successors thereof, whether by operation of law or
otherwise.

"Company Group" means the Company and its Subsidiaries.

"Confidential Information" means information developed by or
for the Company Group that has a significant business purpose related
to the business of the Company Group and that is not generally
available in the investment Founder industry or the public generally,
but only for so long as such information continues to have a
significant business purpose for the Company Group.

"Disability" means disability as that term is defined under
the Company's long-term disability plan in effect at the date of such
determination, or any other

plan or definition designated by the Board of Directors for the purpose
of this provision.

"Effective Time" shall have the meaning given therefor in the
Exchange Agreement.

"Employment Termination Date" means, with respect to any
Principal, the date of termination of such Principal's employment with
the Company Group for any reason, (whether or not terminated by action
of the Company Group), as determined by the Board of Directors in its
sole and absolute discretion.

"Exchange" has the meaning set forth in the recitals to this
Agreement.

"Exchange Agreement" has the meaning set forth in the recitals
to this Agreement.

"Family Affiliates" means, as the context requires, (A) the
Persons listed on Schedule II hereto or (B) with respect to any
Principal, (I) the Persons listed on Schedule II hereto to whom such
Principal transferred a limited liability company interest prior to the
Exchange and (II) any Person to whom such Principal Transfers Founder
Shares with the written consent of the Board of Directors in accordance
with Section 1.3 and who agrees in writing to be subject to the terms
and provisions of this Agreement as a Family Affiliate.

"Founder Shares" means, with respect to any Founder
Stockholder, the shares of Common Stock received by such Founder
Shareholders as a result of the Exchange or, in the case of any Founder
Stockholder that becomes a party to this Agreement by an amendment to
Schedule I or II hereof, the shares of Common Stock designated on such
Schedule as such Founder Stockholder's Founder Shares.

"Founder Stockholders" has the meaning set forth in the
recitals to this Agreement.

"Harmful Activity" by a Principal means such Principal,
directly or indirectly, either individually or as owner, partner,
agent, employee, consultant or otherwise:

(a) solicits or accepts business from (I) any Person
who was a client of the Company Group during the one year
period prior to such Principal's Employment Termination Date
(or, in the case of an action

taken during such Principal's employment with the Company
Group, during the one-year period immediately prior to such
action) or (II) any prospective client of the Company Group
who, within the one year period prior to such Employment
Termination Date (or, in the case of an action taken during
such Principal's employment with the Company Group, within the
one-year period immediately prior to such action), had been
directly solicited by such Principal or where, directly or
indirectly, in whole or in part, such Principal supervised or
participated in the Company Group's solicitation activities
related to such prospective client;

(b) solicits or accepts business from or through, or
engages in any sales or marketing activities with, any
financial intermediary (including, without limitation, any
broker-dealer, bank, insurance company, financial planner or
other financial institution), or any person employed by or
associated with a financial intermediary, with whom such
Principal had business contact during the one year period
prior to such Principal's Employment Termination Date;

(c) (I) employs any current or former employee or
consultant of the Company Group (other than clerical,
secretarial and other similar support personnel) or (II)
recruits, solicits or induces (or in any way assists another
in recruiting, soliciting or inducing) any such Person to
terminate his or her employment or consultantship with the
Company Group, unless, in the case of (i) or (ii), such person
shall have ceased to be employed by or a consultant to the
Company Group for a period of at least one year prior to the
time of such employment, recruitment, solicitation or
inducement;

(d) markets, promotes or otherwise trades on or
(other than solely in connection with seeking new employment)
claims (or in any way, other than in connection with the
business of the Company Group, assists any Person in
marketing, promoting or otherwise trading on or claiming) as
such Principal's (or such other Person's), the investment
performance record (including without limitation performance
ratings or rankings provided by any rating or ranking service)
of any mutual fund, client account or group of mutual funds or
client accounts with which such Principal was associated while
employed with the Company Group;

(e) discloses to any person, firm or corporation any
Confidential Information that is known to the Principal as a
result of his or her employment or professional association
with the Company Group or

uses the same in any way other than in connection with the
business of the Company Group; or

(f) publicly makes disparaging or derogatory comments
regarding (I) the Company Group or any member of the Company
Group or (II) any current or former Principal, employee or
consultant of the Company Group in their capacity as a
Principal, employee or consultant or with the effect of
damaging the business or reputation of the Company Group.

"Investment Company Act" means the Investment Company Act of
1940, as amended, and the rules and regulations promulgated thereunder.

"Market Value" means the average of the daily Closing Prices
for the ten consecutive Business Days ending on the Business Day
immediately prior to the date of determination.

"Merger" has the meaning set forth in the recitals to this
Agreement.

"NASD" means the National Association of Securities Dealers,
Inc.

"New Principal" means a Principal listed on Schedule III.

"NB LLC" has the meaning set forth in the recitals to this
Agreement.

"NBMI" has the meaning set forth in the recitals to this
Agreement.

"Non-Competition Agreement" means the Non-Competition
Agreement, dated as of the date hereof, between the Company and the
Principals.

"Notice Date" has the meaning set forth in Section 3.1(b)(i).

"Number of Initial Founder Shares" means, with respect to any
Principal and his or her Family Affiliates, the aggregate number of
Founder Shares received by such Persons in the Exchange or, in the case
of any Founder Stockholder that becomes a party to this Agreement by an
amendment to Schedule I or II hereof, the shares of Common Stock
designated on such Schedule as such Founder Stockholder's Initial
Founder Shares.

"NYSE" means the New York Stock Exchange, Inc.

"Option Period" has the meaning set forth in Section 3.1(a).

"Own" means to own of record or beneficially, whether
directly, through a nominee designated by the Company pursuant to
Section 1.6 or through any other Person.

"Person" means any natural person or any firm, partnership,
limited liability partnership, association, corporation, limited
liability company, trust, business trust, governmental authority or
other entity.

"Preliminary Vote" has the meaning set forth in Section 2.1.

"Principals" means the natural persons listed on Schedule I
hereto.

"Purchase Price" has the meaning set forth in Section 3.1(a).

"Subsidiary" means a corporation, limited liability company or
other entity of which the Company, directly or indirectly, has the
power, whether through the ownership of voting securities, equity
interests, contract or otherwise, (I) to elect at least a majority of
the members of such entity's board of directors or other governing body
or (II) in the absence of a governing body, to control the business
affairs of such entity.

"Transfer" means, with respect to any Founder Shares, directly
or indirectly, (I) to sell, assign, transfer, pledge (including in
margin transactions), convey, distribute, mortgage, encumber,
hypothecate or otherwise dispose, whether by gift, for consideration or
for no consideration and (II) to grant any right to vote, whether by
proxy, voting agreement, voting trust or otherwise.

"Unsold IPO Allotment" means, with respect to any Principal,
that number of Founder Shares Owned by such Principal and his or her
Family Affiliates that is equal to the amount, if any, by which (A) 15%
of the Number of Initial Founder Shares Owned by such Principal and his
or her Family Affiliates exceeds (B) the aggregate number of Founder
Shares sold by such Principal and his or her Family Affiliates in the
initial public offering of Common Stock of the Company.

ARTICLE VI

MISCELLANEOUS

Section 6.1. NOTICES. (a) All notices, requests, demands,
waivers and other communications to be given by any party hereunder shall be in
writing and shall be (I) mailed by first-class, registered or certified mail,
postage prepaid, (II) sent by hand delivery or reputable overnight delivery
service or (III) transmitted by telecopy (provided that a copy is also sent by
reputable overnight delivery service) addressed, in the case of any Principal,
to him or her at the address set forth on Schedule I, in the case of any Family
Affiliate, to it at the address set forth on Schedule II or, in the case of the
Company, to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
ATTENTION: Secretary, or, in each case, to such other address as may be
specified in writing to the other parties hereto.

(b) All such notices, requests, demands, waivers and other
communications shall be deemed to have been given and received (I) if by
personal delivery or telecopy, on the day of such delivery, (II) if by
first-class, registered or certified mail, on the fifth Business Day after the
mailing thereof or (III) if by reputable overnight delivery service, on the day
delivered.

Section 6.2. TERM OF THE AGREEMENT. (a) This Agreement shall
become effective upon the occurrence of the Effective Time and shall terminate
on the earlier to occur of (I) the first date on which there are no Founder
Stockholders who remain bound by its terms and (II) the date on which the
Company and all Founder Stockholders who are then bound by its terms agree to
terminate this Agreement.

(b) Unless this Agreement is theretofore terminated pursuant
to Section 6.2(a) hereof, a Founder Stockholder shall be bound by its terms
until all Founder Shares Owned by such Founder Stockholder are free of the
provisions of Articles I, II and III hereof.

Section 6.3. AMENDMENTS; WAIVERS. (a) This Agreement may be
amended or modified, and any provision in this Agreement may be waived, if such
amendment, modification or waiver is approved by the Board of Directors,
PROVIDED that any amendment that would materially adversely affect any Founder
Stockholder (other than an amendment that, in the good faith judgment of the
Board of Directors, is intended to cure any ambiguity or correct or supplement
any provisions of this Agreement that may be incomplete or inconsistent with any
other provision contained herein) must be approved by the Founder Stockholders
that Own a majority of the Founder Shares subject to this Agreement as of the
date of such amendment or modification, PROVIDED, FURTHER, that,

without the consent of any Person, the Board of Directors may permit any Person
who executes and delivers a counterpart of this Agreement to become a party to
this Agreement by amending Schedule I or II hereto, as the case may be.

(b) The failure of any party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
rights at a later time to enforce the same. No waiver by any party of the breach
of any term contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach or the breach of any other term of this
Agreement.

Section 6.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the
event of any change in the outstanding shares of the Company by reason of stock
dividends, split-ups, recapitalizations, combinations, exchanges of shares and
the like, the term "shares of Common Stock" shall refer to and include the
securities received or resulting therefrom and the terms and provisions of this
Agreement, including without limitation the terms "Founder Shares" and "Purchase
Price," shall be appropriately adjusted so that each Founder Stockholder will
thereafter continue to have and be subject to, to the greatest extent
practicable, the same rights and obligations he, she or it had been subject to
prior to such change.

Section 6.5. DISINTERESTED BOARD MEMBERS TO MAKE
DETERMINATIONS. In the event that any Founder Stockholder breaches its
obligations under this Agreement, then the Board of Directors shall have the
exclusive right to make (on behalf of the Company) any and all determinations
that may be necessary or appropriate under this Agreement, including without
limitation, determinations relating to the exercise and enforcement of remedies
hereunder. If a Founder Stockholder who is also a member of the Board of
Directors breaches his or her obligations under this Agreement, such Founder
Stockholder must refrain from exercising his or her vote at meetings of the
Board and general meetings of the Company to give effect to this Section 6.5.

Section 6.6. SEVERABILITY. If the final determination of a
court of competent jurisdiction declares, after the expiration of the time
within which judicial review (if permitted) of such determination may be
perfected, that any term or provision hereof is invalid or unenforceable, (A)
the remaining terms and provisions hereof shall be unimpaired and (B) the
invalid or unenforceable term or provision shall be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.

Section 6.7. REPRESENTATIVES, SUCCESSORS AND ASSIGNS. Each
Principal shall cause his or her Family Affiliate to comply with the terms and
provisions of this

Agreement. This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their respective legatees, legal representatives,
successors and assigns; PROVIDED that Founder Stockholders may not assign,
delegate or otherwise transfer any of their rights or obligations under this
Agreement except with the written consent of the Board of Directors.

Section 6.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULES THEREOF).

Section 6.9. SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that it will be impossible to measure in money the damage to the
Company or the Founder Stockholders if any party hereto fails to comply with the
provisions of Article I, II or III and each party hereto agrees that in the
event of any such failure, neither the Company nor any Founder Stockholder will
have an adequate remedy at law. Therefore, the Company and each Founder
Stockholder, in addition to all of the other remedies which may be available,
shall have the right to equitable relief, including, without limitation, the
right to enforce specifically the provisions of Article I, II and III by
obtaining injunctive relief against any violation thereof, or otherwise. All
claims for specific performance of one or more provisions of this Agreement
shall be resolved exclusively by litigation before a court of competent
jurisdiction located in the State of New York.

Section 6.10. ARBITRATION. Except for claims for specific
performance brought in accordance with Section 6.9, all disputes, differences,
and controversies arising out of or in any way related to this Agreement shall
be submitted:

(a) to the NYSE to be heard and decided under the terms of
this Agreement and the then applicable rules of the NYSE or, if those
rules as interpreted by the NYSE do not permit the disputes,
differences and controversies to be submitted to the NYSE for
arbitration; then

(b) to the American Stock Exchange (the "AMEX") in New York,
New York, to be heard and decided under the terms of this Agreement and
the then applicable rules of the AMEX or, if those rules as interpreted
by the AMEX do not permit the disputes, differences and controversies
to be submitted to the AMEX for arbitration; then

(c) to the NASD in New York, New York, to be heard and decided
under the terms of this Agreement and the then applicable rules of the
NASD or, if

the disputes, differences and controversies are not eligible for
submission to the NASD for arbitration under those rules as interpreted
by the NASD; then

(d) to the American Arbitration Association in New York, New
York;

to be heard and decided under the terms of this Agreement and in accordance with
the then applicable rules of the hearing body by a panel of three arbitrators
(unless the rules of the hearing body shall require a different number of
arbitrators) chosen in accordance with the then applicable rules of the hearing
body. The decision of the arbitrators shall be final and binding upon the
parties, and an order may be entered upon the award of the arbitrators in any
court of competent jurisdiction.

Section 6.11. SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY.
Each Founder Stockholder, for itself and its successors and assigns, hereby
irrevocably waives (A) any objection, and agrees not to assert, as a defense in
any arbitration or legal or equitable action, suit or proceeding against such
Founder Stockholder arising out of or relating to this Agreement or any
transaction contemplated hereby or the subject matter of any of the foregoing,
that (I) it is not subject thereto or that such action, suit or proceeding may
not be brought or is not maintainable before such arbitral body or in said
courts, (II) the venue thereof may not be appropriate and (III) the internal
laws of the State of New York do not govern the validity, interpretation or
effect of this Agreement, (B) any immunity from jurisdiction to which it might
otherwise be entitled in any such arbitration, action, suit or proceeding which
may be instituted before any state or federal court in the State of New York in
accordance with Section 6.9 or before any arbitral body in accordance with
Section 6.10 and (C) any immunity from the maintaining of an action against it
to enforce any judgment for money obtained in any such arbitration, action, suit
or proceeding and, to the extent permitted by applicable law, any immunity from
execution.

Section 6.12. FURTHER ASSURANCES. Each Founder Stockholder
agrees to execute such additional documents and take such further action as may
be requested by the Company to effect the provisions of this Agreement.

Section 6.13. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.

Section 6.14. ENTIRE AGREEMENT. This Agreement, including the
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.

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

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President, Chief Executive Officer

The foregoing Stockholders
Agreement is hereby agreed
to by the undersigned as
of August 2, 1999.

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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Associates, Inc.,
its general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President

▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

BERLIN ASSOCIATES, L.P.
By: Berlin Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President

CANTOR ASSOCIATES, L.P.
By: Cantor Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President

EGENER ASSOCIATES, L.P.
By: Egener Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President

FRANCFORT 1998 GRANTOR RETAINED ANNUITY TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇▇▇ Francort
Trustee
/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trustee

GANEK ASSOCIATES, L.P.
By: Ganek Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

GIULIANO ASSOCIATES, L.P.
By: Giuliano Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President

▇▇▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President

KAMEN ASSOCIATES, L.P.
By: Kamen Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President

▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

▇▇▇▇▇▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
President

LAINOFF ASSOCIATES, L.P.
By: Lainoff Associates, Inc., its general partner
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
President

LASSER ASSOCIATES, L.P.
By: Lasser Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
President

▇▇▇▇▇▇▇▇ ▇▇▇▇ III ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ III Associates, Inc.,
its general partner
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇ III
President

McKERROW ASSOCIATES, L.P.
By: McKerrow Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President

▇▇▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President

NEUBERGER ASSOCIATES, L.P.
By: Neuberger Associates, Inc., its general partner
By: /s/▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President

▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President

▇▇▇▇▇▇▇ 1998 GRANTOR RETAINED ANNUITY TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee

POTTER ASSOCIATES, L.P.
By: Potter Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President

▇▇▇▇▇▇▇▇ ▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇ ▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 GRANTOR RETAINED ANNUITY TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Trustee

▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President

▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Trustee

▇▇▇▇▇▇▇ 1998 TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Trustee

▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
President

▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1998 GRANTOR RETAINED ANNUITY TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
/s/▇▇▇▇▇ ▇▇▇▇▇▇
Trustee

▇▇▇▇▇▇ 1998 GST TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Trustee
/s/▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Trustee

WEINER 1998 GRANTOR RETAINED ANNUITY TRUST
By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of Delaware,
as Trustee
By: /s/▇▇▇▇ ▇. ▇▇▇▇
Vice President
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
/s/Bintoar Palar
Trustee

▇▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By: ▇▇▇▇▇▇▇▇ Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President

ZICKLIN ASSOCIATES, L.P.
By: Zicklin Associates, Inc., its general partner
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President

SCHEDULE I

STOCKHOLDERS AGREEMENT

Name and Address* of Principal
------------------------------

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. D'Alelio
▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. English
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇

--------
* Unless otherwise indicated, the address of each Principal is c/o
Neuberger ▇▇▇▇▇▇, LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

Name and Address* of Principal
------------------------------

▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ III
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
C. ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. Risen
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. Silver
▇▇▇▇ ▇. ▇▇▇▇▇▇
R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.

Name and Address* of Principal
------------------------------

▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

SCHEDULE II

STOCKHOLDERS AGREEMENT

Name and Address** of Family Affiliate
--------------------------------------

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇ Associates, L.P.
Berlin Associates, ▇.▇.
▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇ Associates, L.P.
Francfort 1998 Grantor Retained Annuity Trust
Ganek Associates, ▇.▇.
▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇▇▇ Associates, L.P.
Kamen Associates, ▇.▇.
▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇ Associates, L.P.
▇▇▇▇▇▇▇▇ ▇▇▇▇ III Associates, ▇.▇.
▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ 1998 Grantor Retained Annuity Trust
Potter Associates, ▇.▇.
▇▇▇▇▇▇▇▇ ES Associates, ▇.▇.
▇▇▇▇▇▇▇▇ CS Associates, L.P.
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 1998 Grantor Retained Annuity Trust

--------
** Unless otherwise indicated, the address of each Family Affiliate is c/o
Neuberger & ▇▇▇▇▇▇ Trust Company of Delaware, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ Associates, ▇.▇.
▇▇▇▇▇▇▇ 1998 Trust
▇▇▇▇▇▇▇ Associates, L.P.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1998 Grantor Retained Annuity Trust
▇▇▇▇▇▇ 1998 GST Trust
Weiner 1998 Grantor Retained Annuity Trust
▇▇▇▇▇▇▇▇ Associates, L.P.
Zicklin Associates, L.P.

Exhibit 4.2 STOCKHOLDERS AGREEMENT

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