8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 26, 2004

Calamos Asset Management, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-51003	32-0122554
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
1111 E. Warrenville Road
Naperville, Illinois		60563
(Address of Principal Executive Offices)		(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200

Not Applicable
(Former Name and Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED BYLAWS

DESCRIPTION OF EMPLOYMENT AGREEMENTS

DESCRIPTION OF STOCKHOLDERS' AGREEMENT

DESCRIPTION OF REGISTRATION RIGHTS AGREEMENT

DESCRIPTION OF INCENTIVE COMPENSATION PLAN

DESCRIPTION OF AMENDED AND RESTATED CERTIFICATION OF INCORPORATION

Item 1.01. Entry into a Material Definitive Agreement.

          On October 26, 2004, Calamos Asset Management, Inc. (the “Company”) entered into an employment agreement with each of (1) John P. Calamos, the Company’s Chairman, Chief Executive Officer and Co-Chief Investment Officer, (2) Nick P. Calamos, the Company’s Senior Executive Vice President and Co-Chief Investment Officer, (3) Patrick H. Dudasik, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and (4) James S. Hamman, Jr., the Company’s Executive Vice President, General Counsel and Secretary (collectively, the “Employment Agreements”). On October 28, 2004, the Company entered into (1) a Stockholders’ Agreement among John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners, Inc. and the Company (the “Stockholders’ Agreement”), and (2) a Registration Rights Agreement among Calamos Family Partners, Inc., John P. Calamos and the Company (the “Registration Rights Agreement”). In addition, on October 26, 2004 the board of directors of the Company adopted the Company’s Incentive Compensation Plan (the “Plan”) and on October 28, 2004, the Company entered into option and restricted stock unit agreements (the “Equity Agreements” and, together with the Employment Agreements, the Plan and the October 28 Agreements, the “Agreements”) with each of the following executive officers:

					Number of
	Number of		Number of		Restricted Stock Units
Name	Options		Restricted Stock Units		(EAU Plan Termination)
John P. Calamos, Sr.		177,273		59,091		0
Nick P. Calamos		113,636		37,879		0
Patrick H. Dudasik		63,636		21,212		110,525
James S. Hamman, Jr.		58,182		19,394		152,580

          The options have an exercise price of $18.00 and expire on October 28, 2014. The options and the restricted stock units vest in three equal installments on each of October 28, 2008, 2009 and 2010. The restricted stock units granted in connection with the termination of the Company’s EAU plan vest in five equal installments on each of January 1, 2006, 2007, 2008, 2009 and 2010.

          Calamos Family Partners, Inc. owns all outstanding shares of the Company’s Class B common stock. John P. Calamos, through his control of Calamos Family Partners, Inc., beneficially owns all outstanding shares of the Company’s Class B common stock and, therefore, has approximately 97.5% of the combined voting power of all outstanding shares of the Company’s common stock.

          Each of the Agreements was executed or adopted, as the case may be, on terms and conditions substantially as described in the Company’s Registration Statement on Form S-1 (Registration No. 333-117847) (the “Registration Statement”). The description of the Employment Agreements, which appears in the Registration Statement under the headings “Management — Employment Related Arrangements” and “Management — Governance Documents — Non-Competition Agreements,” is incorporated herein by reference and a copy of such description is included herewith as Exhibit 99.1. The description of the Stockholders’ Agreement, which appears in the Registration Statement under the heading “Management — Governance Documents — Stockholders’ Agreement,” is incorporated herein by reference and a copy of such description is included herewith as Exhibit 99.2. The description of the Registration Rights Agreement, which appears in the Registration Statement under the heading “Certain Relationships and Related Party Transactions — Registration Rights Agreements Agreement,” is incorporated herein by reference and a copy of such description is included herewith as Exhibits 99.3. The description of the Plan and the initial grant of options and restricted stock units, which appears in the Registration Statement under the heading “Management — Employee Benefit Plans - Calamos Asset Management, Inc. Incentive Compensation Plan,” is incorporated herein by reference and a copy of such description is included herewith as Exhibit 99.4.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On October 27, 2004, the Company filed its Amended and Restated Certificate of Incorporation (the “Amended Certificate”) with the Secretary of State of the State of Delaware. On October 28, 2004, the board of directors of the Company adopted the Company’s Amended and Restated Bylaws (the “Amended Bylaws”). The description of the Amended Certificate and the Amended Bylaws, which appears in the Registration Statement under the headings “Management - Governance Documents” and “Description of Capital Stock,” is incorporated herein by reference and a copy of such description is included herewith as Exhibit 99.5. In addition, the Amended Certificate and the Amended Bylaws are included herewith as Exhibits 3.1 and 3.2, respectively.

2

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.

(c) Exhibits.

3.1	Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended and Restated By-Laws of the Company.
99.1	Description of Employment Agreements.
99.2	Description of Stockholders’ Agreement among John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners, Inc. and the Company.
99.3	Description of Registration Rights Agreement among Calamos Family Partners, Inc., John P. Calamos and the Company.
99.4	Description of Calamos Asset Management, Inc. Incentive Compensation Plan.
99.5	Description of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALAMOS ASSET MANAGEMENT, INC.
Date: November 2, 2004	By:	/s/ James S. Hamman, Jr.
		James S. Hamman, Jr.
		Executive Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

3.1	Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended and Restated By-Laws of the Company.
99.1	Description of Employment Agreements.
99.2	Description of Stockholders’ Agreement among John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners, Inc. and the Company.
99.3	Description of Registration Rights Agreement among Calamos Family Partners, Inc., John P. Calamos and the Company.
99.4	Description of Calamos Asset Management, Inc. Incentive Compensation Plan.
99.5	Description of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company.

EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CALAMOS ASSET MANAGEMENT, INC.

            Calamos Asset Management, Inc., a Delaware corporation (hereinafter
the "Corporation") hereby certifies as follows:

            1. The name of the corporation is Calamos Asset Management, Inc. The
original certificate of incorporation of the Corporation (the "Original
Certificate of Incorporation") was filed with the Secretary of State of the
State of Delaware on July 23, 2004.

            2. This Amended and Restated Certificate of Incorporation amends and
restates in its entirety the Corporation's Original Certificate of Incorporation
and has been duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware (the "DGCL") and by written consent of
the stockholders of the Corporation and duly executed and acknowledged by the
officers of the Corporation in accordance with Section 103 of the DGCL.

            3. The Original Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:

                                   "ARTICLE I

                                      Name

            The name of the corporation is Calamos Asset Management, Inc. (the
"Corporation").

                                   ARTICLE II

                     Registered Office and Registered Agent

            The address of the registered office of the Corporation in the State
of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.



                                  ARTICLE III

                                Corporate Purpose

            The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "DGCL").

                                   ARTICLE IV

                                  Capital Stock

            Section 1. Shares, Classes and Series Authorized. The total number
of shares of all classes of capital stock which the Corporation shall have
authority to issue is 606,001,000 shares, consisting of: (a) 600,000,000 shares
of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock");
(b) 1,000 shares of Class B Common Stock, par value $0.01 per share (the "Class
B Common Stock"); and (c) 6,000,000 shares of Preferred Stock, par value $0.01
per share (the "Preferred Stock"), issuable in one or more series as hereinafter
provided.. The Class A Common Stock and the Class B Common Stock shall
hereinafter collectively be called the "Common Stock". The number of authorized
shares of any class or classes of capital stock of the Corporation may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, voting together as a single class, irrespective of the provisions of
Section 242(b)(2) of the DGCL or any corresponding provision hereinafter
enacted.

            Section 2. Preferred Stock. Authority is hereby expressly vested in
the Board of Directors of the Corporation (the "Board"), subject to the
provisions of this Article IV and to the limitations prescribed by law, without
shareholder action, to authorize the issue from time to time of one or more
series of Preferred Stock and with respect to each such series to fix by
resolution or resolutions adopted by the affirmative vote of the Board providing
for the issue of such series the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof. The authority of the Board with respect to
each series shall include, but not be limited to, the determination or fixing of
the following:

            (i) the designation and number of shares of such series;

            (ii) the dividend rate of such series, the conditions and dates upon
      which such dividends shall be payable, the relation which such dividends
      shall bear to the dividends payable on any other class or classes or
      series of the Corporation's capital stock, and whether such dividends
      shall be cumulative or non-cumulative;

            (iii) whether the shares of such series shall be subject to
      redemption for cash, property or rights, including securities of the
      Corporation or of any other corporation, by the Corporation at the option
      of either the Corporation or the holder or both or upon the happening of a
      specified event, and, if made subject to any such redemption, the times or
      events, prices and other terms and conditions of such redemption;

                                       2


            (iv) the terms and amount of any sinking fund provided for the
      purchase or redemption of the shares of such series;

            (v) whether or not the shares of such series shall be convertible
      into, or exchangeable for, at the option of either the holder or the
      Corporation or upon the happening of a specified event, shares of any
      other class or classes or of any other series of the same or any other
      class or classes of the Corporation's capital stock, and, if provision be
      made for conversion or exchange, the times or events, prices, rates,
      adjustments and other terms and conditions of such conversions or
      exchanges;

            (vi) the restrictions, if any, on the issue or reissue of any
      additional Preferred Stock;

            (vii) the rights of the holders of the shares of such series upon
      the voluntary or involuntary liquidation, dissolution or winding-up of the
      Corporation; and

            (viii) the provisions, if any, as to voting (which may be one or
      more votes per share or a fraction of a vote per share), optional and/or
      other special rights and preferences, if any.

            Section 3. Common Stock; Voting; Directors. (a) Rights and
Privileges; Voting Rights. (i) All shares of Common Stock will be identical in
all respects and will entitle the holders thereof to the same rights and
privileges, except as otherwise provided in this Amended and Restated
Certificate of Incorporation or as otherwise provided by law.

            (i) The shares of Common Stock shall entitle the holders thereof to
      the following voting rights:

                  (1) Each share of Class A Common Stock shall entitle the
            holder thereof to one (1) vote in person or by proxy on all matters
            submitted to a vote of the stockholders of the Corporation.

                  (2) Each share of Class B Common Stock shall entitle the
            holder thereof to the following number of votes in person or by
            proxy on all matters submitted to a vote of the stockholders of the
            Corporation: ten (10) multiplied by the sum of (x) the aggregate
            number of shares of Class B Common Stock held by such holder and (y)
            the aggregate number of Membership Units (as defined below) held by
            such holder, divided by (z) the number of shares of Class B Common
            Stock owned by such holder. "Membership Units" shall mean membership
            units in Calamos Holdings LLC, the Delaware limited liability
            company of which the Corporation is the sole Manager, or any
            successor entity thereto, issued under its Limited Liability Company
            Agreement (as amended, the "LLC Agreement").

                  (3) For so long as Class B Common Stock remains issued and
            outstanding, the holders of the Class B Common Stock, voting
            separately as a class, shall be entitled to elect such number of
            directors of the Board as set out in the by-laws of the Corporation,
            which shall in no event be less

                                       3


            than two (2) directors (each a "Class B Director"), and all
            remaining directors shall be elected by the vote of the holders of
            the Common Stock, voting together as a single class.

                  (4) Except as otherwise required in this Amended and Restated
            Certificate of Incorporation or the by-laws of the Corporation or by
            applicable law, the holders of shares of Common Stock shall vote
            together as a single class on all matters submitted to a vote of
            stockholders of the Corporation (or if any holders of shares of
            Preferred Stock are entitled to vote together with the holders of
            Common Stock, as a single class with such holders of shares of
            Preferred Stock).

            (b) Dividends and Distributions.

            (i) Subject to the preferences applicable to Preferred Stock, if
      any, outstanding at any time, the holders of shares of Common Stock shall
      be entitled to receive such dividends and other distributions in cash,
      property or shares of stock of the Corporation as may be declared thereon
      by the Corporation's Board from time to time out of assets or funds of the
      Corporation legally available therefor; provided that, subject to the
      provisions of this Section, the Corporation shall not pay dividends or
      make distributions to any holders of any class of Common Stock unless
      simultaneously with such dividend or distribution, as the case may be, the
      Corporation makes the same dividend or distribution with respect to each
      outstanding share of Common Stock regardless of class.

            (ii) In the case of dividends or other distributions payable in
      Class A Common Stock or Class B Common Stock including distributions
      pursuant to stock splits or divisions of Class A Common Stock or Class B
      Common Stock which occur after the first date upon which the Corporation
      has issued any shares of Class A Common Stock or Class B Common Stock,
      only shares of Class A Common Stock shall be distributed with respect to
      Class A Common Stock and only shares of Class B Common Stock shall be
      distributed with respect to Class B Common Stock. In the case of any such
      dividend or distribution payable in shares of Class A Common Stock or
      Class B Common Stock, the number of shares of each class of Common Stock
      payable per share of such class of Common Stock shall be equal in number.

            (iii) In the case of dividends or other distributions consisting of
      other voting securities of the Corporation or of voting securities of any
      corporation which is a wholly owned subsidiary of the Corporation, the
      Corporation shall declare and pay such dividends in two separate classes
      of such voting securities, identical in all respects, except that: (1) the
      voting rights of each such security paid to the holders of Class B Common
      Stock, when compared to the voting rights of each such security paid to
      the holders of Class A Common Stock, shall have voting rights determined
      pursuant to the same formula as provided in Article IV, Section
      3(a)(ii)(2) above; and (2) such security paid to the holders of Class B
      Common Stock shall convert into the security paid to the holders of Class
      A Common Stock upon the same terms and conditions applicable to the
      conversion of Class B Common Stock into Class A Common Stock and shall
      have the

                                        4


      same restrictions on transfer and ownership applicable to the transfer and
      ownership of Class B Common Stock.

            (iv) In the case of dividends or other distributions consisting of
      securities convertible into, or exchangeable for, voting securities of the
      Corporation or voting securities of another corporation which is a wholly
      owned subsidiary of the Corporation, the Corporation shall provide that
      such convertible or exchangeable securities and the underlying securities
      be identical in all respects (including, without limitation, the
      conversion or exchange rate), except that: (1) the voting rights of each
      security underlying the convertible or exchangeable security paid to the
      holders of Class B Common Stock, when compared to the voting rights of
      each security underlying the convertible or exchangeable security paid to
      the holders of the Class A Common Stock, shall have voting rights
      determined pursuant to the same formula as provided in Article IV, Section
      3(a)(ii)(2) above; and (2) such securities underlying the convertible or
      exchangeable securities paid to the holders of the Class B Common Stock
      shall convert into the securities underlying the convertible or
      exchangeable securities paid to the holders of Class A Common Stock upon
      the same terms and conditions applicable to the conversion of Class B
      Common Stock into Class A Common Stock and shall have the same
      restrictions on transfer and ownership applicable to the transfer and
      ownership of the Class B Common Stock.

            (c) Conversion of Class B Common Stock; Exchange of Membership
Units.

            (i) Each holder of Class B Common Stock shall be entitled to
      convert, at any time and from time to time, any or all of the shares of
      such holder's Class B Common Stock, on a one-for-one basis, into the same
      number of fully paid and non-assessable shares of Class A Common Stock.
      Such right shall be exercised by the surrender to the Corporation of the
      certificate or certificates representing the shares of Class B Common
      Stock to be converted at any time during normal business hours at the
      principal executive offices of the Corporation or at the office of the
      Corporation's transfer agent (the "Transfer Agent"), accompanied by a
      written notice of the holder of such shares stating that such holder
      desires to convert such shares, or a stated number of the shares
      represented by such certificate or certificates, into an equal number of
      shares of Class A Common Stock, and (if so required by the Corporation or
      the Transfer Agent) by instruments of transfer, in form satisfactory to
      the Corporation and to the Transfer Agent, duly executed by such holder or
      such holder's duly authorized attorney, and transfer tax stamps or funds
      therefor, if required pursuant to Article IV, Section 3(c)(viii) below.

            (ii) Subject to adjustment as provided in Article IV, Section 3(d)
      below, each holder (other than the Corporation) of a Membership Unit shall
      be entitled to exchange, at any time and from time to time, any or all of
      such holder's Membership Units, on a one-for-one basis, into the same
      number of fully paid and non-assessable shares of Class A Common Stock.
      Such right shall be exercised by the surrender to the Corporation of the
      certificate or certificates representing the Membership Units to be
      exchanged at any time during normal business hours at the principal
      executive offices of the Corporation or at the office of the Transfer
      Agent, accompanied by a written notice of the holder of such Membership
      Units stating that such holder desires to exchange such Membership Units,

                                        5


      or a stated number of Membership Units represented by such certificate or
      certificates, into an equal number of shares of Class A Common Stock, and
      by instruments of transfer to the Corporation, in form satisfactory to the
      Corporation and to the Transfer Agent, duly executed by such holder or
      such holder's duly authorized attorney, and transfer tax stamps or funds
      therefor, if required pursuant to Article IV, Section 3(c)(viii) below.

            (iii) Each share of Class B Common Stock transferred by one or more
      CFP Permitted Transferees (as defined below) to one or more persons or
      entities other than CFP Permitted Transferees shall automatically convert
      into one (1) fully paid and non-assessable share of Class A Common Stock
      upon such disposition; provided that no such conversion shall occur solely
      as a result of the pledge or hypothecation of any Class B Common Stock by
      a CFP Permitted Transferee or the pledge, hypothecation, short sale, put,
      call, option or other contract or arrangement in connection with any
      hedging or other derivative transaction with respect to any Class B Common
      Stock by a CFP Permitted Transferee. "CFP Permitted Transferee" shall have
      the meaning ascribed thereto in the LLC Agreement.

            (iv) If at any time the number of shares of Class B Common Stock
      outstanding, together with the number of outstanding Membership Units and
      shares of Class A Common Stock held by the holders of such Class B Common
      Stock, constitutes less than fifteen percent (15%) of the number of then
      outstanding Membership Units, then each share of Class B Common Stock then
      issued and outstanding shall thereupon be converted automatically as of
      such date into one (1) fully paid and non-assessable share of Class A
      Common Stock. Upon the determination by the Corporation that such
      automatic conversion has occurred, notice of such automatic conversion
      shall be given by the Corporation by means of a press release and written
      notice to all holders of Class B Common Stock, and shall be given as soon
      as practicable, and the Secretary of the Corporation shall be instructed
      to, and shall promptly, request from each holder of Class B Common Stock
      that each such holder promptly deliver, and each such holder shall
      promptly deliver, the certificate representing each such share of Class B
      Common Stock to the Corporation for exchange hereunder, together with
      instruments of transfer, in form satisfactory to the Corporation and the
      Transfer Agent, duly executed by such holder or such holder's duly
      authorized attorney, together with transfer tax stamps or funds therefor,
      if required pursuant to Article IV, Section 3(c)(viii) below. The Class B
      Directors shall remain on the Board until the next annual meeting of
      stockholders following the automatic conversion of the Class B Common
      Stock at which meeting the Class B Directors may be replaced by directors
      elected by the vote of the holders of the Common Stock, voting together as
      a single class, or the Board may reduce the size of the Board. If a Class
      B Director resigns upon or following such automatic conversion of the
      Class B Common Stock and prior to such annual meeting, the vacancy may be
      filled by the Board, without the approval of the other Class B Director,
      or the Board may reduce the size of the Board by such resignation.

            (v) As promptly as practicable following the surrender for
      conversion of a certificate representing shares of Class B Common Stock in
      the manner provided in Article IV, Section 3(c)(i),(iii) or (iv) above, or
      the surrender for exchange of a certificate representing Membership Units
      in the manner provided in Article IV, Section 3(c)(ii)

                                        6


      above, as applicable, and the payment in cash of any amount required by
      the provisions of Article IV, Section 3(c)(viii) below, the Corporation
      shall deliver or cause to be delivered at the office of the Transfer
      Agent, a certificate or certificates representing the number of shares of
      Class A Common Stock issuable upon such conversion or exchange, issued in
      such name or names as such holder may direct. Such conversion or exchange
      shall be deemed to have been effected immediately prior to the close of
      business on the date of the surrender of the certificate or certificates
      representing shares of Class B Common Stock or Membership Units, as the
      case may be. Upon the date any such conversion or exchange is made or
      effected, all rights of the holder of such shares of Class B Common Stock
      or Membership Units as such holder shall cease, and the person or persons
      in whose name or names the certificate or certificates representing the
      shares of Class A Common Stock are to be issued shall be treated for all
      purposes as having become the record holder or holders of such shares of
      Class A Common Stock; provided, however, that if any such surrender and
      payment occurs on any date when the stock transfer books of the
      Corporation shall be closed, the person or persons in whose name or names
      the certificate or certificates representing shares of Class A Common
      Stock are to be issued shall be deemed the record holder or holders
      thereof for all purposes immediately prior to the close of business on the
      next succeeding day on which the stock transfer books are open.

            (vi) In the event of a reclassification or other similar transaction
      as a result of which the shares of Class A Common Stock are converted into
      another security, then a holder of Class B Common Stock or Membership
      Units shall be entitled to receive upon conversion or exchange the amount
      of such security that such holder would have received if such conversion
      or exchange had occurred immediately prior to the effective date of such
      reclassification or other similar transaction. No adjustments in respect
      of dividends shall be made upon the conversion or exchange of any share of
      Class B Common Stock or Membership Unit; provided, however, that if a
      share of Class B Common Stock or Membership Unit shall be converted or
      exchanged subsequent to the record date for the payment of a dividend or
      other distribution on shares of Class B Common Stock or Membership Units
      but prior to the date of such payment, then the registered holder of such
      share or Membership Unit at the close of business on such record date
      shall be entitled to receive the dividend or other distribution payable on
      such share or Membership Unit on such payment date notwithstanding the
      conversion or exchange thereof or the default in payment of the dividend
      or distribution due on such payment date.

            (vii) The Corporation shall at all times reserve and keep available
      out of its authorized but unissued shares of Class A Common Stock, solely
      for the purpose of issuance upon conversion or exchange of the outstanding
      shares of Class B Common Stock or Membership Units, such number of shares
      of Class A Common Stock that shall be issuable upon the conversion of all
      such outstanding shares of Class B Common Stock and the exchange of all
      such outstanding Membership Units; provided that nothing contained herein
      shall be construed to preclude the Corporation from satisfying its
      obligations in respect of the conversion or exchange of the outstanding
      shares of Class B Common Stock or Membership Units by delivery of
      purchased shares of Class A Common Stock which are held in the treasury of
      the Corporation. The Corporation

                                        7


      covenants that if any shares of Class A Common Stock require registration
      with or approval of any governmental authority under any federal or state
      law before such shares of Class A Common Stock may be issued upon
      conversion or exchange, the Corporation shall cause such shares to be duly
      registered or approved, as the case may be. The Corporation shall use
      commercially reasonable efforts to list the shares of Class A Common Stock
      required to be delivered upon conversion or exchange prior to such
      delivery upon each national securities exchange or inter-dealer quotation
      system upon which the outstanding Class A Common Stock is listed or traded
      at the time of such delivery. The Corporation covenants that all shares of
      Class A Common Stock that shall be issued upon conversion or exchange of
      the shares of Class B Common Stock or Membership Units will, upon issue,
      be validly issued, fully paid and non-assessable.

            (viii) The issuance of certificates for shares of Class A Common
      Stock upon conversion or exchange of shares of Class B Common Stock or
      Membership Units shall be made without charge to the holders of such
      shares or Membership Units for any stamp or other similar tax in respect
      of such issuance; provided, however, that if any such certificate is to be
      issued in a name other than that of the holder of the share or shares of
      Class B Common Stock converted or the Membership Units exchanged, then the
      person or persons requesting the issuance thereof shall pay to the
      Corporation the amount of any tax that may be payable in respect of any
      transfer involved in such issuance or shall establish to the satisfaction
      of the Corporation that such tax has been paid or is not payable.

            (ix) Shares of Class B Common Stock that are converted into shares
      of Class A Common Stock as provided herein shall continue to be authorized
      shares of Class B Common Stock, and available for reissue by the
      Corporation; provided, however, that no shares of Class B Common Stock
      shall be reissued except as expressly permitted by Article IV, Section
      3(b) above and Article IV, Section 3(d) below.

            (d) Stock Splits, Stock Dividends and Reclassifications. The
Corporation shall not in any manner subdivide (by any stock split, stock
dividend, reclassification, recapitalization or otherwise) or combine (by
reverse stock split, reclassification, recapitalization or otherwise) the
outstanding shares of one class of Common Stock unless the outstanding shares of
all classes of Common Stock shall be proportionately subdivided or combined. The
exchange rights for Membership Units shall be adjusted accordingly if there is:
(A) any subdivision (by any unit split, unit distribution, reclassification,
recapitalization or otherwise) or combination (by reverse unit split,
reclassification, recapitalization or otherwise) of the Membership Units that is
not accompanied by an identical subdivision or combination of the Common Stock;
or (B) any subdivision (by any stock split, stock dividend, reclassification,
recapitalization or otherwise) or combination (by reverse stock split,
reclassification, recapitalization or otherwise) of the Common Stock that is not
accompanied by an identical subdivision or combination of the Membership Units.

            (e) Options, Rights or Warrants.

            (i) The Corporation shall not make any offering of options, rights
      or warrants to subscribe for shares of Class B Common Stock. If the
      Corporation makes an offering

                                        8


      of options, rights or warrants to subscribe for shares of any class or
      classes of capital stock, other than Class B Common Stock, to all holders
      of a class of Common Stock, then the Corporation shall simultaneously make
      an identical offering to all holders of the other class of Common Stock
      other than to any class of Common Stock the holders of which, voting as a
      separate class, determine that such offering need not be made to such
      class. All such options, rights or warrants offerings shall offer the
      respective holders of Class A Common Stock and Class B Common Stock the
      right to subscribe at the same rate per share.

            (ii) Subject to Article IV, Sections 3(c)(iv) and 3(e)(i) above, the
      Corporation shall have the power to create and issue, whether or not in
      connection with the issue and sale of any shares of stock or other
      securities of the Corporation, rights or options entitling the holders
      thereof to purchase from the Corporation any shares of its capital stock
      of any class or classes at the time authorized (other than Class B Common
      Stock), such rights or options to have such terms and conditions, and to
      be evidenced by or in such instrument or instruments, as shall be approved
      by the Board.

            (f) Mergers, Consolidation, Etc. In the event that the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then, and in such event, the shares
of each class of Common Stock shall be exchanged for or changed into the same
amount of stock, securities, cash and/or any other property, as the case may be,
into which or for which each share of any other class of Common Stock is
exchanged or changed; provided, however, that if shares of Common Stock are
exchanged for or changed into shares of capital stock, such shares so exchanged
for or changed into may differ to the extent and only to the extent that the
Class A Common Stock and the Class B Common Stock differ as provided herein.

            (g) Liquidation Rights. In the event of any dissolution, liquidation
or winding-up of the affairs of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation and after making provision for the holders of
each series of Preferred Stock, if any, the remaining assets and funds of the
Corporation, if any, shall be divided among and paid ratably to the holders of
the shares of the Class A Common Stock and the Class B Common Stock treated as a
single class.

            (h) No Preemptive Rights. Except as provided in Article IV, Section
3(e) above, the holders of shares of Common Stock are not entitled to any
preemptive right to subscribe for, purchase or receive any part of any new or
additional issue of stock of any class, whether now or hereafter authorized, or
of bonds, debentures or other securities convertible into or exchangeable for
stock.

            (i) Reclassification. Immediately upon the effectiveness of this
Amended and Restated Certificate of Incorporation, each share of common stock of
the Corporation issued and outstanding immediately prior to such effectiveness
shall be changed into and reclassified as one (1) share of Class B Common Stock.
Promptly after such effectiveness, each record holder of certificates that,
immediately prior to such effectiveness, represented a number of shares of
common stock of the Corporation shall be entitled to receive in exchange for
such certificates,

                                        9


upon surrender of such certificates to the Corporation, certificates for a like
number of shares of Class B Common Stock. Until surrendered and exchanged in
accordance herewith, each certificate that, immediately prior to such
effectiveness, represented a number of shares of common stock of the Corporation
shall represent, collectively, a like number of shares of Class B Common Stock.

                                   ARTICLE V

                                   Directors

            Section 1. Removal of Directors. Any director (other than a Class B
Director) may be removed from office for cause at any time by the affirmative
vote of the holders of record of outstanding shares representing at least a
majority of the voting power of the Common Stock and the Preferred Stock, voting
together as a single class. Any Class B Director may be removed from office at
any time, with or without cause, by the affirmative vote of the holders of
record of outstanding shares of Class B Common Stock representing at least a
majority of the voting power of the Class B Common Stock, voting separately as a
class.

            Section 2. Vacancies in the Board. Any vacancy on the Board
resulting from death, resignation, disqualification, removal or other causes
with respect to any director (other than a Class B Director), and any newly
created directorships resulting from any increase in the number of directors
(other than Class B Directors), shall be filled by the affirmative vote of a
majority of the remaining directors (even if less than a quorum of the Board),
subject to the approval of the Class B Directors. Subject to Article IV, Section
3(c)(iv), any vacancy on the Board resulting from the death, resignation,
disqualification, removal or other causes with respect to a Class B Director
shall be filled only by the affirmative vote of the remaining Class B Directors
then in office or by the sole remaining Class B Director. In the absence of a
sole remaining Class B Director, such vacancies shall be filled by a majority
vote of the holders of the Class B Common Stock, voting separately as a class.
Any director elected in accordance with the preceding sentences shall hold
office for the remainder of the full term of the director for which the vacancy
was created or occurred and until such director's successor shall have been duly
elected and qualified. A vacancy in the Board shall be deemed to exist in the
case of the death, removal or resignation of any director.

                                   ARTICLE VI

  Limitation of Directors' Liability; Indemnification by Corporation; Insurance

            Section 1. Limitation of Directors' Liability. (a) No director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except, to the extent provided by applicable law, for liability (i) for breach
of the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is hereafter amended to authorize corporate action further
limiting or eliminating the personal liability of directors, then the liability
of each

                                       10


director of the Corporation shall be limited or eliminated to the full extent
permitted by the DGCL as so amended from time to time.

            (b) Neither the amendment nor repeal of this Article VI, Section 1,
nor the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Article VI, Section 1, shall eliminate or
reduce the effect of this Article VI, Section 1, in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article VI,
Section 1, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

            Section 2. Indemnification by Corporation. (a) Subject to Article
VI, Section 2(d) below, the Corporation shall indemnify any person who was or is
a party or is threatened to be made 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 Corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's 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 person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

            (b) Subject to Article VI, Section 2(d) below, the Corporation shall
indemnify any 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
Corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including reasonable attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State 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 the Court of
Chancery or such other court shall deem proper.

            (c) To the extent that a present or former director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding

                                       11


referred to in Article VI, Sections 2(a) and (b), or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

            (d) Any indemnification under Article VI, Sections 2(a) and (b)
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
Article VI, Sections 2(a) and (b). Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders of the Corporation. Such determination shall be made, with
respect to former directors, officers, employees and agents, by any person or
persons having the authority to act on the matter on behalf of the Corporation.

            (e) Expenses (including reasonable attorneys' fees) incurred by an
officer, director, employee or agent in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation pursuant to this
Article VI. Such expenses (including reasonable attorneys' fees) incurred by
former directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the Corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office.

            (g) For purposes of this Article VI, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article VI with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued.

            (h) For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a

                                       12


person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves service by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article VI.

            (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

            Section 3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of Section 145 of the DGCL.

                                  ARTICLE VII

                                    By-laws

            The Board shall have the power to adopt, amend or repeal by-laws of
the Corporation in accordance with the terms of the by-laws.

                                  ARTICLE VIII

                                 Reorganization

            Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of Title 8 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the DGCL order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made,

                                       13


be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                                   ARTICLE IX

                          Business Combination Statute

            Section 1. Business Combinations. The Corporation hereby elects not
to be governed by Section 203 of the DGCL.

                                   ARTICLE X

             Corporate Opportunity and Conflict of Interest Policies

            Section 1. Overview. In anticipation and recognition that (i) the
Corporation shall cease to be a wholly-owned subsidiary of Calamos Family
Partners but that Calamos Family Partners (or one or more of John P. Calamos,
Nick P. Calamos and John P. Calamos, Jr. beneficially) is expected to remain a
substantial shareholder of the Corporation, (ii) the CAM Group, Calamos Family
Partners and other Calamos Persons may engage in the same areas of corporate
opportunities, and (iii) benefits shall be derived by the CAM Group through its
continued contractual, corporate and business relations with Calamos Family
Partners and other Calamos Persons (including possible services of officers and
directors of Calamos Family Partners or any other Calamos Person, as officers
and directors of the Corporation), the provisions of this Article X are set
forth to regulate and define the conduct of certain affairs of the CAM Group as
they may involve a Calamos Person and their officers and directors, and the
powers, rights, duties and liabilities of the CAM Group and its officers,
directors and stockholders in connection therewith.

            Section 2. Definitions. For purposes of these provisions:

            "Calamos Family Partners" means Calamos Holdings, Inc. to be renamed
Calamos Family Partners, Inc.

            "Calamos Person" means (i) Calamos Family Partners, (ii) each of
John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., (iii) any member of
the immediate families of John P. Calamos, Nick P. Calamos and John P. Calamos,
Jr. who is at the time an officer or director of the Corporation, (iv) each of
the John P. Calamos 1985 Trust dated August 21, 1985, The John P. Calamos
Annuity Trust dated June 21, 1998 and The John P. Calamos Annuity Trust II dated
November 1, 1998, and (v) any Person in which one or more of the Persons
qualifying as a Calamos Person pursuant to clauses (i), (ii), (iii) or (iv)
above beneficially own a controlling interest in the outstanding voting
securities or comparable interests.

            "CAM Group" means the Corporation, Calamos Holdings LLC and their
respective Subsidiaries.

            "control" means, with respect to the relationship between or among
two or more Persons, the possession, directly or indirectly or as trustee,
personal representative or executor,

                                       14


of the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, as trustee, personal
representative or executor, by contract, credit arrangement or otherwise.

            "Corporate Opportunities" means, with respect to opportunities
potentially allocable to the CAM Group, business opportunities that (i) the CAM
Group is financially able to undertake, (ii) are, from their nature, in the line
or lines of business of a member of the CAM Group and are of practical advantage
to a member of the CAM Group, and (iii) are ones in which a member of the CAM
Group has an interest or a reasonable expectancy; provided, however, that
"Corporate Opportunities" do not include (i) transactions in which the CAM Group
or a Calamos Person is permitted to participate pursuant to any agreement
between the CAM Group and such Calamos Person that is entered into with the
affirmative vote of a majority of the independent directors of the Board or of
any committee thereof, even if the independent directors are less than a quorum,
and (ii) passive investments.

            "Person" means any individual, partnership, firm, corporation,
limited liability company, association, trust, unincorporated organization or
other entity, as well as any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.

            "Subsidiaries" means, with respect to any Person, any and all
corporations, partnerships, limited liability companies, joint ventures,
associations and other entities controlled by such Person directly or indirectly
through one or more intermediaries.

            Section 3. Corporate Opportunity Policy. (a) If a Calamos Person
acquires knowledge of a potential transaction or a matter which is a Corporate
Opportunity, such Calamos Person shall have a duty to communicate that Corporate
Opportunity to the Corporation, in which case the Corporate Opportunity shall
belong to the CAM Group.

            (b) In the event that a director or officer of the CAM Group (other
than a Calamos Person) who is also a director or officer of an entity which is
at the time a Calamos Person acquires knowledge of a potential transaction or
matter which may be a Corporate Opportunity for both a Calamos Person and the
CAM Group, such Corporate Opportunity shall belong to the CAM Group, unless the
Corporate Opportunity is expressly offered to such individual primarily in his
or her capacity as a director or officer of such entity which is at the time a
Calamos Person, in which case the Corporate Opportunity shall belong to such
Calamos Person to the same extent as if the Corporate Opportunity came directly
to such Calamos Person.

            (c) Any director or officer of the CAM Group (other than a Calamos
Person) who acts in accordance with the foregoing policies (i) shall be deemed
fully to have satisfied his or her fiduciary duties, including the duty of
loyalty, to the CAM Group and its stockholders with respect to such Corporate
Opportunity and not to have derived an improper benefit therefrom; (ii) shall
not be liable to the CAM Group or its stockholders for any breach of fiduciary
duty by reason of the fact that a Calamos Person pursues or acquires such
Corporate Opportunity or directs such Corporate Opportunity to another Person or
does not communicate information regarding such Corporate Opportunity to the CAM
Group; and (iii) shall be deemed to have

                                       15


acted in good faith and in a manner he or she reasonably believes to be in the
best interests of the CAM Group.

            (d) Any Corporate Opportunity that belongs to a Calamos Person or to
the CAM Group pursuant to the foregoing policy shall not be pursued by the other
(or directed by the other to another Person) unless and until such Calamos
Person or the CAM Group, as the case may be, determines not to pursue the
Corporate Opportunity. In the case of the CAM Group, any determination not to
pursue a Corporate Opportunity must be approved by a majority of the independent
directors of the Board or of any committee thereof, even if the independent
directors are less than a quorum. If the party to whom the Corporate Opportunity
belongs does not, however, within a reasonable period of time, begin to pursue,
or thereafter continue to pursue, such Corporate Opportunity diligently and in
good faith, the other party may pursue such Corporate Opportunity (or direct it
to another Person).

            (e) Notwithstanding anything in this Amended and Restated
Certificate of Incorporation to the contrary, the foregoing provisions of this
Article X shall expire on the date that all Calamos Persons cease to own
beneficially Common Stock representing, in the aggregate, at least 30% of the
total voting power of all classes of outstanding voting stock of the
Corporation, voting together as a single class.

            Section 4. Conflict of Interests Policy. No contract, agreement,
arrangement or transaction, or any amendment, modification or termination
thereof, or any waiver of any right thereunder, entered into, made, effected or
given after the date on which this Amended and Restated Certificate of
Incorporation becomes effective (each, a "Transaction") between the CAM Group
and (i) a Calamos Person, (ii) any entity in which a director of the CAM Group
has a financial interest (a "Related Entity"), or (iii) one or more of the
directors or officers of the CAM Group or any Related Entity; shall be voidable
solely because any of the Persons listed in (i) through (iii) above are parties
thereto, if the standard specified below is satisfied. Further, no Transaction
shall be voidable solely because any such directors or officers are present at
or participate in the meeting of the Board or committee thereof that authorizes
the Transaction or because their votes are counted for such purpose, if the
standard specified is satisfied. That standard shall be satisfied, and such
Calamos Person, the Related Entity, and the directors and officers of the CAM
Group or the Related Entity (as applicable) shall be deemed to have acted
reasonably and in good faith (to the extent such standard is applicable to such
Person's conduct) and to have fully satisfied any fiduciary duties, including
the duty of loyalty, they may have to the CAM Group and its stockholders with
respect to such Transaction if any of the following three requirements are met:

            (i) the material facts as to the relationship or interest and as to
      the Transaction are disclosed or known to the Board or the committee
      thereof that authorizes the Transaction, and the Board or such committee
      in good faith approves the Transaction by the affirmative vote of a
      majority of the independent directors of the Board or of such committee,
      even if the independent directors are less than a quorum;

            (ii) the material facts as to the relationship or interest and as to
      the Transaction are disclosed or known to the holders of voting stock of
      the Corporation entitled to vote thereon, and the Transaction is
      specifically approved by the vote of the holders of a

                                       16


      majority of the voting power of the then outstanding voting stock of the
      Corporation not owned by such Calamos Person or such Related Entity,
      voting together as a single class; or

            (iii) the Transaction is effected pursuant to guidelines that are in
      good faith approved by a majority of the independent directors of the
      Board or of the applicable committee thereof or by vote of the holders of
      a majority of the voting power of the then outstanding voting stock of the
      Corporation not owned by such Calamos Person or such Related Entity,
      voting together as a single class.

            Such Transaction authorized, approved or effected, and each of such
guidelines so authorized or approved, as described in (i), (ii) or (iii) above,
shall be deemed to be entirely fair to the CAM Group and its stockholders,
except that, if such authorization or approval is not obtained, or such
Transaction is not so effected, no presumption shall arise that such Transaction
or guideline is not fair to the CAM Group and its stockholders.

                                   ARTICLE XI

                                    Amendment

            The affirmative vote of the holders of at least a majority of the
issued and outstanding Common Stock, voting together as a single class, shall be
required to amend or repeal this Amended and Restated Certificate of
Incorporation; provided, however, that no such amendment shall adversely affect
the rights of the holders of Class A Common Stock or Class B Common Stock,
respectively, unless the holders of such Class A Common Stock or Class B Common
Stock, as the case may be, voting separately as a class, shall by majority vote
approve such amendment."

                                       17


            IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation which restates, integrates and amends the provisions of the
Original Certificate of Incorporation of the Corporation, and which has been
duly adopted in accordance with Sections 242 and 245 of the DGCL, has been
executed by an authorized officer of the Corporation this 27th day of October,
2004.

                                             CALAMOS ASSET MANAGEMENT, INC.

                                             By: /s/ James S. Hamman, Jr.
                                                -------------------------
                                                 Name: James S. Hamman, Jr.
                                                 Title: Executive Vice President

ATTEST:

 /s/ Carole Anne D. Hussey
- ----------------------------
Name: Carole Anne D. Hussey
Title: Associate Counsel

EX-3.2

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                         CALAMOS ASSET MANAGEMENT, INC.

                                   ARTICLE I

                                     OFFICES

            SECTION 1.01. Registered Office. The registered office of Calamos
Asset Management, Inc. (the "Corporation") in the State of Delaware shall be at
the principal office of The Corporation Trust Company in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Company.

            SECTION 1.02. Other Offices. The Corporation may also have an office
or offices at any other place or places within or without the State of Delaware
as the Board of the Corporation (the "Board") may from time to time determine or
the business of the Corporation may from time to time require.

                                   Article ii

                            MEETINGS OF STOCKHOLDERS

            SECTION 2.01. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation, and for the
transaction of such other business as may properly come before such meeting,
shall be held at such place, date and time as shall be fixed by the Board and
designated in the notice or waiver of notice of such annual meeting.

            SECTION 2.02. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time only by the Chairman of the
Board, by a committee that is duly designated by the Board as set forth in
Section 4 hereof or by the Board pursuant to a resolution duly adopted by a
majority of the then authorized number of directors, to be held at such place,
date and time as shall be designated in the notice or waiver of notice thereof.
Only business within the purposes described in the notice required by Section
2.03 may be conducted at the special meeting. The ability of the stockholders to
call a special meeting of stockholders of the Corporation is specifically
denied.

            SECTION 2.03. Notice and Business of Meetings. (a) General. Except
as otherwise provided by law, written notice of each meeting of stockholders
shall be given either by delivering a notice personally or mailing a notice to
each stockholder of record entitled to vote thereat. If mailed, the notice shall
be directed to the stockholder in a postage-prepaid envelope at the
stockholder's address as it appears on the stock books of the Corporation
unless, prior to the time of mailing, the stockholder shall have filed with the
Secretary a written request that notices intended for the stockholder be mailed
to some other address, in which case it shall



be mailed to the address designated in such request. Notice of each meeting of
stockholders shall be in such form as is approved by the Board and shall state
the purpose or purposes for which the meeting is called, the date and time when
and the place where it is to be held, and shall be delivered personally or
mailed not more than sixty (60) days and not less than ten (10) days before the
day of the meeting. Except as otherwise provided by law, the business which may
be transacted at any special meeting of stockholders shall consist of and be
limited to the purpose or purposes so stated in such notice. The Secretary or an
Assistant Secretary or the transfer agent of the Corporation shall, after giving
such notice, make an affidavit stating that notice has been given, which shall
be filed with the minutes of such meeting.

            (b) Advance Notice Provisions for Business to be Transacted at
Annual Meeting. (i) No business may be transacted at an annual meeting of
stockholders, other than business that is either (A) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
(or any duly authorized committee thereof), (B) otherwise properly brought
before the annual meeting by or at the direction of the Board (or any duly
authorized committee thereof) or (C) otherwise properly brought before the
annual meeting by any stockholder of the Corporation who (1) is a stockholder of
record on both (x) the date of the giving of the notice provided for in this
Section 2.03 and (y) the record date for the determination of stockholders
entitled to vote at such annual meeting and (2) complies with the notice
procedures set forth in this Section 2.03(b).

            (ii) In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

            (A) To be timely, a stockholder's notice shall be delivered to the
      Secretary at the principal executive offices of the Corporation not less
      than sixty (60) days nor more than ninety (90) days prior to the first
      anniversary of the preceding year's annual meeting.

            (B) To be in proper written form, a stockholder's notice to the
      Secretary must set forth as to each matter such stockholder proposes to
      bring before the annual meeting (1) a brief description of the business
      desired to be brought before the annual meeting and the reasons for
      conducting such business at the annual meeting, (2) the name and record
      address of such stockholder, (3) the class or series and number of shares
      of capital stock of the Corporation which are beneficially owned or owned
      of record by such stockholder, (4) a description of all arrangements or
      understandings between such stockholder and any other person or persons
      (including their names) in connection with the proposal of such business
      by such stockholder and any material interest of such stockholder in such
      business and (5) a representation that such stockholder intends to appear
      in person or by proxy at the annual meeting to bring such business before
      the meeting. As used in these by-laws, "beneficially owned" means all
      shares which such person is deemed to beneficially own pursuant to Rules
      13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act").

            (iii) No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in

                                       2


this Section 2.03, provided, however, that, once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 2.03 shall be deemed to preclude discussion by any stockholder of
any such business. If the chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.

            (c) Advance Notice Provisions for Election of Directors. (i) In
addition to any other applicable requirements, for a nomination for election of
a director to be made by a stockholder of the Corporation, such stockholder must
(A) be a stockholder of record on both (1) the date of the giving of the notice
provided for in this Section 2.03 and (2) the record date for the determination
of stockholders entitled to vote at such annual meeting and (B) have given
timely notice thereof in proper written form to the Secretary of the
Corporation. If a stockholder is entitled to vote only for a specific class or
category of directors at a meeting of the stockholders, such stockholder's right
to nominate one or more persons for election as a director at the meeting shall
be limited to such class or category of directors.

            (ii) To be timely in connection with the annual meeting of the
stockholders, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the first anniversary of the preceding
year's annual meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board, any
stockholder entitled to vote for the election of such director(s) at such
meeting and satisfying the requirements specified in Section 2.03(c)(i) may
nominate a person or persons (as the case may be) for election to such
position(s) as are specified in the Corporation's notice of such meeting, but
only if the stockholder notice required by Section 2.03(c)(iii) hereof shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than the close of business on the tenth (10th) day following the first
day on which the date of the special meeting and either the names of all
nominees proposed by the Board to be elected at such meeting or the number of
directors to be elected shall have been publicly announced.

            (iii) To be in proper written form, a stockholder's notice to the
Secretary must set forth (A) as to each person whom the stockholder proposes to
nominate for election as a director (1) the name, age, business address and
residence address of the person, (2) the principal occupation or employment of
the person, (3) the class or series and number of shares of capital stock of the
Corporation, if any, which are beneficially owned or owned of record by the
person and (4) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (B) as to the stockholder giving notice (1) the name
and record address of such stockholder, (2) the class or series and number of
shares of capital stock of the Corporation which are beneficially owned or owned
of record by such stockholder, (3) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (4) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to nominate the
person(s) named in its notice and (5) any other information relating to such
stockholder that would be required to be

                                        3


disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.

            (iv) No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 2.03(c). If the chairman of an annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.

            (v) This Section 2.03(c) shall not apply to any nomination of a
director in an election in which only the holders of one or more series of
preferred stock of the Corporation ("Preferred Stock") issued pursuant to
Article IV of the Amended and Restated Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") are entitled to vote (unless
otherwise provided in the terms of such series of Preferred Stock).

            (d) Adjournment. In no event shall the adjournment of an annual or
special meeting of the stockholders, or any announcement thereof, commence a new
period for the giving of notice under this Section 2.03.

            SECTION 2.04. Waiver of Notice. Notice of any annual or special
meeting of stockholders need not be given to any stockholder who files a written
waiver of notice with the Secretary, signed by the person entitled to notice,
whether before or after such meeting. Neither the business to be transacted at,
nor the purpose of, any meeting of stockholders need be specified in any written
waiver of notice thereof. Attendance of a stockholder at a meeting, in person or
by proxy, shall constitute a waiver of notice of such meeting, except when such
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

            SECTION 2.05. Adjournments. Whenever a meeting of stockholders,
annual or special, is adjourned to another date, time or place, notice need not
be given of the adjourned meeting if the date, time and place thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder entitled to vote thereat. At the adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

            SECTION 2.06. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, the record holders of a majority of the shares
entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, whether
annual or special. In the absence of a quorum, any meeting of stockholders may
be adjourned, from time to time, either by the chairman of the meeting or by
vote of the holders of a majority of the shares represented thereat, but no
other business shall be transacted at such meeting. The stockholders present at
a duly called or convened meeting, at

                                        4


which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, all action taken by the holders of a majority of the vote cast,
excluding abstentions, at any meeting at which a quorum is present shall be
valid and binding upon the Corporation; provided, however, that directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Where a separate vote by a class or classes or series is required,
except where otherwise provided by the statute or by the Certificate of
Incorporation or these By-laws, a majority of the outstanding shares of such
class or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and, except where otherwise provided by the statute or by the Certificate
of Incorporation or these By-laws, the affirmative vote of the majority
(plurality, in the case of the election of directors) of the votes cast,
including abstentions, by the holders of shares of such class or classes or
series shall be the act of such class or classes or series.

            SECTION 2.07. Proxies and Voting. Except as otherwise provided in a
resolution of the Board adopted pursuant to the Certificate of Incorporation and
these By-laws establishing a series of Preferred Stock, at each meeting of
stockholders, each holder of shares of the Corporation's Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"), shall be entitled to one (1)
vote for each such share, and each holder of the Corporation's Class B Common
Stock, par value $0.01 per share ("Class B Common Stock", and together with the
Class A Common Stock, the "Common Stock"), shall be entitled to the respective
number of votes as set forth in the Certificate of Incorporation, in each case
determined with reference to the number of shares of Common Stock and Membership
Units (as such term is defined in the Certificate of Incorporation) in Calamos
Holdings LLC, a Delaware limited liability company, standing in such holder's
name on the stock records of the Corporation maintained in accordance with
Section 7.02 hereof (i) at the time fixed pursuant to Section 7.07 of these
By-laws as the record date for the determination of stockholders entitled to
vote at such meeting, or (ii) if no such record date shall have been fixed, then
at the close of business on the day next preceding the day on which notice
thereof shall be given. At each meeting of stockholders, all matters (except as
otherwise provided in these By-laws and except in cases where a larger vote is
required by law or by the Certificate of Incorporation or these By-laws) shall
be decided by a majority of the votes cast at such meeting by the holders of
shares of capital stock present or represented by proxy and entitled to vote
thereon, a quorum being present. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this Section 2.07 may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. All voting, including on the election
of directors but excepting where otherwise required by law, may be by a voice
vote; provided, however, that upon demand therefore by a stockholder entitled to
vote or by such stockholder's proxy, a stock vote shall be taken. Every stock
vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting.

                                        5


            SECTION 2.08. Action Without Meeting. For so long as shares of Class
B Common Stock are issued and outstanding, any action required to be taken at
any annual or special meeting of the stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing (or deemed to be in writing under applicable law), setting
forth the action so taken, shall be signed by stockholders (or deemed to be
signed by stockholders under applicable law) representing not less than the
minimum number of votes that would be necessary to authorize or take such
actions at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered and dated as required by law. Prompt notice of
the taking of such action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
The Secretary shall file such consents with the minutes of the meetings of the
stockholders. Immediately following such time, if any, as when there cease to be
shares of Class B Common Stock issued and outstanding, (i) no action may be
taken by the stockholders except at an annual or special meeting of stockholders
called in accordance with these By-laws, and (ii) no action may be taken by the
stockholders by written consent without a meeting.

            SECTION 2.09. Organization. (a) At every meeting of stockholders,
the Chairman of the Board, or, if a Chairman has not been appointed or is
absent, the Chief Executive Officer, or, if the Chief Executive Officer is
absent, a chairman of the meeting chosen by a majority in interest of the
stockholders entitled to vote, present in person or by proxy, shall act as
chairman. The Secretary, or, in his or her absence, an Assistant Secretary
directed to do so by the Chief Executive Officer, shall act as secretary of the
meeting.

            (b) The Board shall be entitled to make such rules or regulations
for the conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the Board,
if any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the Corporation and
their duly authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure.

                                  ARTICLE III

                               BOARD OF DIRECTORS

            SECTION 3.01. Powers. (a) The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws

                                        6


directed or required to be exercised or done by stockholders. The Board may,
subject to the approval procedures of this Sections 3.01 and except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

            (i) to declare dividends from time to time in accordance with law;

            (ii) to purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

            (iii) to authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

            (iv) to remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;

            (v) to adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;

            (vi) to adopt from time to time such insurance, retirement and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and

            (vii) to adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.

            (b) Without limiting the powers of the Board set forth in Section
3.01(a), the Corporation shall not, and shall not permit any Subsidiary (as
defined in Section 3.01(e) below) to, and no officer, employee or agent of the
Corporation or any Subsidiary shall, take any of the following actions without
the prior approval of the Board:

            (i) any merger, consolidation, dissolution or liquidation of the
Corporation or any Subsidiary or any transaction having the same effect;

            (ii) except pursuant to the conversion or exchange rights set forth
in the Certificate of Incorporation, the Limited Liability Company Agreement of
Calamos Holdings LLC, as amended (the "LLC Agreement") or similar constitutive
documents of any other Subsidiary and issuances pursuant to the Calamos Asset
Management, Inc. Incentive Compensation Plan, (A) the authorization of any
equity security of the Corporation or any Membership Unit (as defined in the
Certificate of Incorporation) or other equity interest in any Subsidiary
(including, without limitation, in each case, any security convertible or
exchangeable for such an equity security or interest), (B) the issuance,
cancellation, alteration, modification, redemption or any change in, of, or to,
any equity security of the Corporation (other than any Class B Common Stock) or
any Membership Unit (as defined in the Certificate of Incorporation) or other
equity interest in any Subsidiary (including, without limitation, in each case,
any

                                        7


security convertible or exchangeable for such an equity security or interest),
or (C) the authorization, issuance, cancellation, alteration, modification,
redemption or any change in, of, or to, any right, option, put, call or warrant
with respect to the equity securities or other equity interest referred to in
clause (B);

            (iii) the transfer or other disposition (other than inventory or
obsolete assets of the Corporation or any Subsidiary) of, or placing any
encumbrance (other than encumbrances arising by operation of law) on, any
material asset of the Corporation or any Subsidiary, except Permitted
Encumbrances (as defined in the LLC Agreement);

            (iv) the acquisition of any interest in, or the making of any loan
or extension of credit to, another person or entity by the Corporation or any
Subsidiary for or in an amount in excess of $10,000,000; any capital expenditure
(or series of related capital expenditures) by the Corporation or any Subsidiary
in excess of $10,000,000; or any debt, loan or borrowing of the Corporation or
any Subsidiary (other than borrowings under revolving credit facilities approved
by the Board) exceeding $10,000,000 outstanding in the aggregate at any time, or
any revolving credit facility of the Corporation or any Subsidiary permitting
aggregate borrowings at any one time outstanding to exceed $10,000,000;

            (v) the adoption and approval of any business plan for the
Corporation or any Subsidiary; and

            (vi) the adoption of any incentive or other employee benefit plan by
the Corporation or any Subsidiary or any material amendment to any such existing
plan.

            (c) Notwithstanding anything to the contrary contained in Articles
III and IV hereof, the following actions shall require the approval of the Class
B Directors (as defined in the Certificate of Incorporation):

            (i) any merger, consolidation, dissolution or liquidation of the
Corporation or any Subsidiary or any transaction having the same effect; and

            (ii) except pursuant to the conversion or exchange rights set forth
in the Certificate of Incorporation, the LLC Agreement or similar constitutive
documents of any Subsidiary and issuances pursuant to the Calamos Asset
Management, Inc. Incentive Compensation Plan, (A) the authorization of any
equity security of the Corporation or any Membership Unit (as defined in the
Certificate of Incorporation) or other equity interest in any Subsidiary
(including, without limitation, in each case, any security convertible or
exchangeable for such an equity security or interest), (B) the issuance,
cancellation, alteration, modification, redemption or any change in, of, or to,
any equity security of the Corporation (other than any Class B Common Stock) or
any Membership Unit (as defined in the Certificate of Incorporation) or other
equity interest in any Subsidiary (including, without limitation, in each case,
any security convertible or exchangeable for such an equity security or
interest), or (C) the authorization, issuance, cancellation, alteration,
modification, redemption or any change in, of, or to, any right, option, put,
call or warrant with respect to the equity securities or other equity interest
referred to in clause (B).

                                        8


            (d) Notwithstanding anything to the contrary contained in Articles
III and IV hereof, the following actions shall require the approval of the Class
B Directors (as defined in the Certificate of Incorporation) and a majority of
the independent members of the Board:

            (i) any amendment, change or other modification or restatement to
the Certificate of Incorporation of the Corporation, the By-laws of the
Corporation, the Limited Liability Company Agreement of Calamos Holdings LLC, as
amended, or similar constitutive document of any Subsidiary of the Corporation
or Calamos Holdings LLC (other than any amendment required to effect a merger,
consolidation or any transaction having the same effect approved in accordance
with the terms herein);

            (ii) the conduct by the Corporation or any Subsidiary of any
business other than the investment advisory or investment management business
and any ancillary or related business or the establishment of a new entity to
conduct any such business; and

            (iii) the authorization, issuance, cancellation, alteration,
modification, redemption or any change in, of, or to, any Class B Common Stock
or any right, option, put, call or warrant with respect to any Class B Common
Stock.

            (e) For the purposes of this Section 3.01, "Subsidiary" shall mean
Calamos Holdings LLC, the Delaware limited liability company in which the
Corporation is the sole Manager, or any successor entity thereto, and any other
corporation, limited liability company, partnership or other entity in which the
Corporation or Calamos Holdings LLC (or any successor entity thereto), directly
or indirectly, has a controlling equity interest.

            SECTION 3.02. Nominations. Nominations for the election of directors
may be made by the Board or a committee appointed by the Board, or by any
stockholder entitled to vote generally in the election of directors who complies
with the notice procedures set forth in Section 2.03(c). Directors shall be at
least 21 years of age. Directors need not be stockholders. At each meeting of
stockholders for the election of directors at which a quorum is present, the
persons receiving a plurality of the votes cast shall be elected directors. All
nominations by stockholders shall be made pursuant to timely notice in proper
written form to the Secretary of the Corporation.

            SECTION 3.03. Number. The Board shall consist of not less than three
(3) nor more than nine (9) persons and shall at all times consist of an odd
number of directors. The initial number of directors shall be three (3),
including two (2) Class B directors (the "Class B Directors"). In the event the
number of directors is increased by more than two (2) directorships, the Class B
Directors (or in the absence of a sole remaining Class B Director, such
determination shall be made by a majority vote of the holders of Class B Common
Stock, voting separately as a class) shall have the right, but not the
obligation, to appoint one additional Class B Director for each newly created
directorship (other than a directorship for a Class B Director).

            SECTION 3.04. Vacancies; Newly Created Directorships. Any vacancies
on the Board resulting from death, resignation, disqualification, removal or
other cause, and any newly created directorships resulting from an increase in
the number of directors, shall be filled in the manner provided in the
Certificate of Incorporation.

                                        9


            SECTION 3.05. Resignation. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board. If no such specification is made, it shall be
deemed effective at the pleasure of the Board.

            SECTION 3.06. Meetings. (a) Annual Meetings. The annual meeting of
the Board shall be held immediately before or after the annual meeting of
stockholders and may be at the place where such meeting is held. No notice of an
annual meeting of the Board shall be necessary and such meeting shall be held
for the purpose of electing officers and transacting such other business as may
lawfully come before it.

            (b) Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board shall be held in the office of the Corporation
required to be maintained pursuant to Section 1.02 hereof. Unless otherwise
restricted by the Certificate of Incorporation, regular meetings of the Board
may also be held at any place within or without the State of Delaware which has
been designated by resolution of the Board or the written consent of all
directors. Regular meetings of the Board shall be held not less frequently than
quarterly.

            (c) Special Meetings. Unless otherwise restricted by the Certificate
of Incorporation, special meetings of the Board may be held at any time and
place within or without the State of Delaware whenever called by the Chairman of
the Board or a majority of the then authorized number of directors.

            (d) Telephone Meetings. Any member of the Board, or of any committee
thereof, may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

            (e) Notice of Meetings. Notice of the time and place of all special
meetings of the Board shall be orally or in writing, by telephone, facsimile,
electronic mail, telegraph or telex, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting for
the express purpose of objecting at the beginning of the meetings to the
transaction of any business because the meeting is not lawfully called or
convened.

            (f) Waiver of Notice. The transaction of all business at any meeting
of the Board, or any committee thereof, however called or noticed, or wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present and if, either before or after the meeting,
each of the directors not present shall sign a written waiver of notice. All
such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting.

                                       10


            (g) Quorum and Manner of Acting. A majority of the total number of
directors then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the
Certificate of Incorporation or these By-laws. In the absence of a quorum for
any such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present.

            (h) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:

            (i) the Chairman;

            (ii) the Chief Executive Officer;

            (iii) any director chosen by a majority of the directors present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

            SECTION 3.07. Directors' Consent in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing or by electronic transmission, setting
forth the action so taken, shall be signed by all the members of the Board or
such committee and such consent or electronic transmission or transmissions is
filed with the minutes of the proceedings of the Board or such committee. Such
filing shall be in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in electronic form.

            SECTION 3.08. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
directors. In addition, as determined by the Board, directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as directors. No such compensation or reimbursement shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

            SECTION 4.01. Appointment and Powers of Audit Committee. The Board
shall establish an Audit Committee of the Board, which shall consist of such
number of members as the Board shall determine. The Audit Committee shall
oversee: (i) the quality and integrity of the Corporation's financial
statements; (ii) the quality and integrity of the Corporation's financial
reporting processes; (iii) the quality and integrity of the Corporation's
systems of internal controls; (iv) the Corporation's compliance with legal and
regulatory requirements; (v) the

                                       11


independent auditor's qualifications and independence; and (vi) the performance
of the Corporation's internal audit function and independent auditor. The Audit
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Audit Committee shall constitute a quorum for the transaction of business by
the committee and the act of a majority of the members of the committee present
at a meeting at which a quorum shall be present shall be the act of the
committee.

            SECTION 4.02. Appointment and Powers of Nominating and Corporate
Governance Committee. The Board shall establish a Nominating and Corporate
Governance Committee for purposes of selecting nominees to be recommended by the
Board for election as directors. The Nominating and Corporate Governance
Committee shall also recommend to the Board the directors to serve on each of
the committees established by the Board. The Nominating and Corporate Governance
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Nominating and Corporate Governance Committee shall constitute a quorum for
the transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.

            SECTION 4.03. Appointment and Powers of Compensation Committee. The
Board shall establish a Compensation Committee for purposes of developing and
overseeing the implementation of the Corporation's philosophy with respect to
the compensation of the Corporation's officers and directors. The Compensation
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Compensation Committee shall constitute a quorum for the transaction of
business by the committee and the act of a majority of the members of the
committee present at a meeting at which a quorum shall be present shall be the
act of the committee.

            SECTION 4.04. Other Committees. The Board may, by resolution adopted
by the affirmative vote of a majority of the authorized number of directors,
designate members of the Board to constitute such other committees of the Board
as the Board may determine. Such committees shall in each case consist of such
number of directors as the Board may determine, and shall have and may exercise,
to the extent permitted by law, such powers as the Board may delegate to them in
the respective resolutions appointing them. Each such committee may determine
its manner of acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of any such committee
shall constitute a quorum for the transaction of business by the committee and
the act of a majority of the members of such committee present at a meeting at
which a quorum shall be present shall be the act of the committee.

            SECTION 4.05. Action by Consent; Participation by Telephone or
Similar Equipment. Unless the Board shall otherwise provide, any action required
or permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the

                                       12


proceedings of the committee. Unless the Board shall otherwise provide, any one
or more members of any such committee may participate in any meeting of the
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting of
the committee.

            SECTION 4.06. Resignations; Removals. Any member of any committee
may resign at any time by giving notice to the Corporation; provided, however,
that notice to the Board, the Chairman of the Board, the Chief Executive Officer
of the Corporation, the chairman of such committee or the Secretary of the
Corporation shall be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any member of any such
committee may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of directors at any
meeting of the Board called for that purpose. Any vacancies on any committee of
the Board shall be filled in the manner set forth above in respect of the
appointment of such committee.

                                   ARTICLE V

                                    OFFICERS

            SECTION 5.01. Officers. The officers of the Corporation shall be the
Chairman, the Chief Executive Officer, one or more Vice Presidents, the
Secretary and a Treasurer and may include one or more Vice Presidents and one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
offices may be held by the same person.

            SECTION 5.02. Authority and Duties. All officers shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-laws or, to the extent not so provided, by resolution of
the Board.

            SECTION 5.03. Term of Office, Resignation and Removal. (a) The
officers of the Corporation shall, on an annual basis, be appointed by the
Board, except for the Chairman and the Chief Executive Officer who will be
appointed by the Class B Directors (as defined in the Certificate of
Incorporation), subject to the approval of a majority of the other members of
the Board. The Board may require any officer to give security for the faithful
performance of his duties.

            (b) Any officer may resign at any time by giving written notice to
the Board, the Chairman, the Chief Executive Officer or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
Chief Executive Officer or the Secretary, as the case may be. Unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.

                                       13


            (c) All officers and agents shall be subject to removal, with or
without cause, at any time by the Board or by the action of the record holders
of a majority of the shares entitled to vote thereon.

            SECTION 5.04. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 5.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.

            SECTION 5.05. The Chairman. The Chairman shall have the power to
call special meetings of stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.

            SECTION 5.06. The Chief Executive Officer. The Chief Executive
Officer shall be the chief executive officer of the Corporation and shall have
general and active management and control of the business and affairs of the
Corporation, subject to the control of the Board, and shall see that all orders
and resolutions of the Board are carried into effect. The Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer and all such other duties as may from time to time be assigned to him by
the Board or these By-laws.

            SECTION 5.07. Vice Presidents. Vice Presidents, if any, in order of
their seniority or in any other order determined by the Board, shall generally
assist the Chief Executive Officer and perform such other duties as the Board or
the Chief Executive Officer shall prescribe, and in the absence or disability of
the Chief Executive Officer, shall perform the duties and exercise the powers of
the Chief Executive Officer.

            SECTION 5.08. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the Chief
Executive Officer and shall act under the supervision of the Chairman. He shall
keep in safe custody the seal of the Corporation and affix the same to any
instrument that requires that the seal be affixed to it and which shall have
been duly authorized for signature in the name of the Corporation and, when so
affixed, the seal shall be attested by his signature or by the signature of the
Treasurer of the Corporation (the "Treasurer") or an Assistant Secretary or
Assistant Treasurer of the Corporation. He shall keep in safe custody the
certificate books and stockholder records and such other books and records of
the Corporation as the Board, the Chairman or the Chief Executive Officer may
direct and shall perform all other duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board,
the Chairman or the Chief Executive Officer.

                                       14


            SECTION 5.09. Assistant Secretaries. Assistant Secretaries of the
Corporation ("Assistant Secretaries"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

            SECTION 5.10. The Treasurer. The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other depositories as the Board, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the Chief Executive Officer. He shall keep a full
and accurate account of all moneys received and paid on account of the
Corporation and shall render a statement of his accounts whenever the Board, the
Chairman or the Chief Executive Officer shall so request. He shall perform all
other necessary actions and duties in connection with the administration of the
financial affairs of the Corporation and shall generally perform all the duties
usually appertaining to the office of treasurer of a corporation. When required
by the Board, he shall give bonds for the faithful discharge of his duties in
such sums and with such sureties as the Board shall approve.

            SECTION 5.11. Assistant Treasurers. Assistant Treasurers of the
Corporation ("Assistant Treasurers"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

                                   ARTICLE VI

                       CHECKS, DRAFTS, NOTES, AND PROXIES

            SECTION 6.01. Checks, Drafts and Notes. All checks, drafts and other
orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

            SECTION 6.02. Execution of Proxies. The Chairman or the Chief
Executive Officer, or, in the absence or disability of both of them, any Vice
President, may authorize, from time to time, the execution and issuance of
proxies to vote shares of stock or other securities of other corporations held
of record by the Corporation and the execution of consents to action taken or to
be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the
Corporation by the Chairman, the Chief Executive Officer or any Vice President.

                                       15


                                  ARTICLE VII

                         SHARES AND TRANSFERS OF SHARES

            SECTION 7.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board; provided that the Board may provide by resolution or resolutions that
some or all of any class or classes or series of stock shall be uncertified
shares; provided further that any such resolution shall not apply to any shares
represented by a certificate theretofore issued until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board, upon request, every holder of uncertified shares shall
be entitled to have a certificate signed by or in the name of the Corporation
(as provided below) representing the number of shares in registered certificate
form. Certificates shall be issued in consecutive order and shall be numbered in
the order of their issue, and shall be signed by the Chairman, the Vice
Chairman, the Chief Executive Officer or any Vice President and by the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In the event
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office, transfer agent or registrar or to be employed by the Corporation before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if such officer had held such office on the date of
issue. Certificates representing shares of stock of the Corporation may bear
such legends regarding restrictions on transfer or other matters as any officer
or officers of the Corporation may determine to be lawful or appropriate. The
Corporation shall not have the power to issue a certificate in bearer form.

            SECTION 7.02. Stock Ledger. A stock ledger in one or more
counterparts setting forth a complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
of the Corporation, and the number of Membership Units (as such term is defined
in the Certificate of Incorporation) of Calamos Holdings LLC, which are
registered in such stockholder's name, shall be maintained by the Corporation.
Except as otherwise expressly required by law, the person in whose name shares
stand on the stock ledger of the Corporation shall be deemed the owner and
record holder thereof for all purposes.

            SECTION 7.03. Transfers of Shares. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

                                       16


            SECTION 7.04. Addresses of Stockholders. Each stockholder shall
designate to the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to such stockholder, and, if any
stockholder shall fail to so designate such an address, corporate notices may be
served upon such stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such stockholder.

            SECTION 7.05. Lost, Destroyed and Mutilated Certificates. Each
record holder of shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
share or shares of which he is the record holder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the Board may, in its discretion,
require the record holder of the shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

            SECTION 7.06. Regulations. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
shares, including, without limitation, appointing one or more transfer agents
and one or more registrars.

            SECTION 7.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other such action. A determination of the stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

                                  ARTICLE VIII

                                      SEAL

            SECTION 8.01. Seal. The Board may approve and adopt a corporate
seal, which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

                                       17


                                   ARTICLE IX

                                   FISCAL YEAR

            SECTION 9.01. Fiscal Year. The fiscal year of the Corporation shall
end on the thirty-first day of December of each year unless changed by
resolution of the Board.

                                   ARTICLE X

                          INDEMNIFICATION AND INSURANCE

            SECTION 10.01. Indemnification. (a) The Corporation shall indemnify
any person who was or is a party or is threatened to be made 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 Corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's 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 person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

            (b) The Corporation shall indemnify any 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 Corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State 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 the Court of Chancery or such other court
shall deem proper.

            (c) To the extent that a present or former director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding

                                       18


referred to in Sections 10.01(a) and (b) of these By-laws, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

            (d) Any indemnification under Sections 10.01(a) and (b) of these
By-laws (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in Sections 10.01(a) and (b) of these By-laws. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders of the Corporation.

            (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation pursuant to this Article X. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the Corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

            (g) For purposes of this Article X, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article IX with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued.

            (h) For purposes of this Article X, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the

                                       19


Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article X.

            (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article X shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

            SECTION 10.02. Insurance for Indemnification. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of Section 145 of the General Corporation Law.

                                   ARTICLE XI

                                   AMENDMENTS

            SECTION 11.01. Amendments. These By-laws may be altered, amended or
repealed (a) at any annual meeting of stockholders, or at any special meeting of
holders of shares of stock entitled to vote thereon by a vote of the holders of
at least a majority of the voting power of all outstanding shares of capital
stock of the Corporation entitled to vote thereon or (b) (except as otherwise
expressly provided in any by-law adopted by the stockholders) by the Board
subject to the provisions in Section 3.01.

                                       20

EX-99.1

                                                                    EXHIBIT 99.1

                      DESCRIPTION OF EMPLOYMENT AGREEMENTS.

EMPLOYMENT-RELATED ARRANGEMENTS

   JOHN P. CALAMOS

      We will enter into an employment agreement with John P. Calamos, effective
on or before the consummation of this offering, that provides that Mr. Calamos
will serve as our Chairman, Chief Executive Officer and Co-Chief Investment
Officer through December 31, 2007. Thereafter, Mr. Calamos's agreement will be
renewed annually for a new three-year term, unless terminated upon 24 months'
notice prior to the expiration. The agreement provides Mr. Calamos with a
minimum annual base salary of $650,000, an annual discretionary target bonus of
at least 600% of base salary and a maximum annual bonus opportunity of at least
150% of his target bonus. Mr. Calamos will also participate in the annual
long-term performance incentive plan applicable to portfolio managers and
research professionals. Mr. Calamos participates in the benefit plans and
programs generally available to our other senior executive officers. Mr. Calamos
is eligible to receive annual equity awards under our Incentive Compensation
Plan described below in the discretion of our Compensation Committee, and is
expected to receive annually awards with a value equal to 300% of his base
salary.

      For the period from January 1, 2004 through the effective date of his
employment agreement, Mr. Calamos will have received a base salary at an annual
rate of $6,000,000. Prior to this offering Mr. Calamos also participated in a
bonus plan under which Mr. Calamos received a bonus of $7,300,000 for that
portion of the 2004 fiscal year that ends on the date of this offering.
Following the date of this offering, Mr. Calamos will participate in the annual
bonus arrangement designated in his employment agreement.

      Mr. Calamos is entitled to receive the following severance payments if we
terminate his employment without "cause" or he terminates his employment for
"good reason":

      -     Any accrued base salary, bonus, vacation and unreimbursed expenses;

      -     Base salary for 36 months; and

      -     Continued health care coverage for 36 months at employee rates.

These severance benefits are subject to Mr. Calamos signing a release of claims
against us, and complying with the restrictive covenants in his employment
agreement. In the event Mr. Calamos accepts other full time employment, as
specified in his employment agreement, during his severance period, the only
remaining obligation of the company to Mr. Calamos (other than accrued base
salary, bonus, vacation and unreimbursed expenses) will be to pay Mr. Calamos
50% of his remaining base salary payments, which will be paid in a lump sum.
"Cause" is defined as (1) willful breach of agreement or of any material company
policy, (2) misappropriation of assets, (3) conviction of a felony or other
serious crime, (4) willful acts resulting in censure of Mr. Calamos or similar
adverse action by the SEC or state regulator, (5) an act of fraud or gross moral
turpitude, or (6) continued willful failure to substantially perform assigned
duties after notice and opportunity to cure. "Good reason" is generally defined
as any of the following after notice and opportunity to cure; (i) the continued
breach by us of any material provision of his agreement (ii) any material
adverse change in the status, position or responsibilities of Mr Calamos,
including a change in Mr. Calamos' reporting relationship, (iii) assignment of
duties to Mr. Calamos that are materially inconsistent with his position and
responsibilities, (iv) the failure by us to assign his employment agreement to a
successor to us, or failure of a successor to us to explicitly assume and agree
to be bound by his employment, or (iv) delivery of notice to Mr. Calamos of
non-renewal of his employment agreement.

      If Mr. Calamos dies or becomes disabled, he will receive life insurance or
disability insurance payments, as applicable, continued health care coverage for
18 months at employee rates (in the case of disability) and any accrued base
salary, bonus, vacation and unreimbursed expenses.

      If Mr. Calamos's employment is terminated in connection with a change in
control within two years of a change in control, he will receive the following:

      -     Any accrued base salary, bonus, vacation and unreimbursed expenses;



      -     Lump sum payment equal to base salary and bonus for 36 months;

      -     24 months health care continuation, and 2 years of welfare benefits
            at employee rates;

      -     Pro rata bonus.

In addition, other earned cash or incentive benefits vest and become payable,
and equity awards will vest in full. These benefits are subject to Mr. Calamos
signing a release of claims against us. Mr. Calamos's employment agreement also
includes a tax gross-up for "golden parachute" excise taxes.

      Mr. Calamos will also enter into covenants with us, which apply until the
later of the fifth anniversary of this offering or three years following his
termination of employment with us for any reason. For additional information,
see "Management -- Governance Documents -- Non-Competition Agreements."

   NICK P. CALAMOS

      We will enter into an employment agreement with Nick P. Calamos, effective
on or before the consummation of this offering, that provides that Mr. Calamos
will serve as our Senior Executive Vice President and Co-Chief Investment
Officer through December 31, 2007. The terms of Mr. Calamos's employment
agreement are substantially similar to the terms in our agreement with John P.
Calamos, except that Mr. Calamos will initially receive a base salary of
$500,000, and an annual discretionary target bonus of 500% of base salary. In
addition, it is expected that Mr. Calamos will receive annual awards under our
incentive compensation plan (in the discretion of our Compensation Committee)
with a value in the amount of 250% of his base salary.

      For the period from January 1, 2004 through the effective date of his
employment agreement, Mr. Calamos will have received a base salary at an annual
rate of $2,000,000. Prior to this offering Mr. Calamos also participated in a
bonus plan under which Mr. Calamos may receive a bonus for that portion of the
2004 fiscal year that ends on the date of this offering. Following the date of
this offering, Mr. Calamos will participate in the annual bonus arrangement
designated in his employment agreement.

   PATRICK H. DUDASIK

      We will enter into an employment agreement with Patrick H. Dudasik,
effective on or before the consummation of this offering, that provides that Mr.
Dudasik will serve as our Executive Vice President, Chief Financial Officer and
Treasurer through December 31, 2007. Mr. Dudasik's agreement will be renewed
annually for a new two-year term, unless terminated upon 12 months' notice prior
to the expiration. The agreement provides Mr. Dudasik with an annual base salary
of $350,000, an annual discretionary target bonus of 200% of base salary and a
maximum annual bonus opportunity of at least 150% of his target bonus. Mr.
Dudasik participates in the benefit plans and programs generally available to
our other senior executive officers. Mr. Dudasik is eligible to receive annual
equity awards under our Incentive Compensation Plan in the discretion of our
Compensation Committee, and is expected to receive annually awards with a value
equal to 200% of his base salary. A portion of Mr. Dudasik's existing awards
under our EAU plan will be cashed out at the time of this offering as described
below under the EAU plan, and the remainder of his existing EAUs will be
converted into restricted share units. The terms of Mr. Dudasik's employment
agreement relating to severance and change in control payments are substantially
similar to those in our agreement with John P. Calamos, Sr., except that Mr.
Dudasik will receive salary and continued health coverage for 18 months
following his termination without cause or for good reason.

      Mr. Dudasik will also enter into restrictive covenants with us, which
apply until 18 months following his termination of employment with us for any
reason. Mr. Dudasik will agree that he will not disclose confidential
information, compete with us or solicit any of our employees or clients.

   JAMES S. HAMMAN, JR.

      We will enter into an employment agreement with James S. Hamman, Jr.,
effective on or before the consummation of this offering, that provides that Mr.
Hamman will serve as our Executive Vice President, General Counsel and Secretary
through December 31, 2007. The terms of Mr. Hamman's employment agreement will
be substantially similar to the terms in our agreement with Patrick H. Dudasik,
except that Mr. Hamman will initially receive a base salary of $320,000. Mr.
Hamman will also enter into restrictive covenants with us substantially similar
to those we entered into with Mr. Dudasik.



   NON-COMPETITION AGREEMENTS

      Prior to the consummation of the Reorganization, John P. Calamos, our
Chairman, Chief Executive Officer and Co-Chief Investment Officer, Nick P.
Calamos, our Senior Executive Vice President and Co-Chief Investment Officer,
and John P. Calamos, Jr., our Senior Vice President, Portfolio Manager, will
enter into employment agreements with us. Pursuant to these employment
agreements, each of them will agree:

      -     not to use or disclose any confidential information relating to our
            company;

      -     except for John P. Calamos' ownership in Calim Private Equity, LLC
            (described below under "Certain Relationships and Related Party
            Transactions -- Calim Private Equity, LLC"), not to be involved in
            any investment management business other than ours or provide any
            investment management services with or for any person, entity or
            organization other than our company, except as may be permitted by a
            vote of our independent directors;

      -     except as required by law, not to use or refer to the Calamos name
            or the name of any of our funds or accounts, or the investment
            performance of any of our funds or accounts, in any public filing,
            advertising or marketing materials relating to any product or
            service that competes with any of our products or services; and

      -     not to solicit any of our clients or solicit or retain any of our
            employees,

in each case until the later of the fifth anniversary of this offering or three
years after the termination of his employment with us for any reason.

EX-99.2

                                                                    EXHIBIT 99.2

  DESCRIPTION OF STOCKHOLDERS' AGREEMENT AMONG JOHN P. CALAMOS, NICK P. CALAMOS
          AND JOHN P. CALAMOS, JR., CERTAIN TRUSTS CONTROLLED BY THEM,
                 CALAMOS FAMILY PARTNERS, INC. AND THE COMPANY.

   STOCKHOLDERS' AGREEMENT

      In connection with this offering, John P. Calamos, Nick P. Calamos and
John P. Calamos, Jr. (the "Calamos principals"), certain trusts controlled by
them (the "Family Affiliates"), Calamos Family Partners, Inc., Calamos Asset
Management, Inc. and Calamos Holdings LLC will enter into a stockholders'
agreement that will, among other things, effectively restrict transfers of (a)
the shares of Class A voting stock and Class B non-voting stock of Calamos
Family Partners, Inc. owned by the Calamos principals and their Family
Affiliates as of the effective date of the registration statement of which this
prospectus forms a part, (b) the shares of our Class B common stock and the
membership units in Calamos Holdings LLC that Calamos Family Partners, Inc. and
John P. Calamos will own upon the completion of the Reorganization and (c) any
shares of our Class A common stock issued upon conversion of any of those shares
of our Class B common stock or in exchange for any of those membership units in
Calamos Holdings LLC.

      Transfer Restrictions

      The Stockholders' Agreement will prohibit any transfer of Founders' Equity
(as defined below) by Calamos Family Partners, Inc., the Calamos principals or
their Family Affiliates prior to the 365th day after the effective date, except
in limited circumstances noted below. Thereafter, Calamos Family Partners, Inc.,
the Calamos principals and their Family Affiliates may transfer their Founder's
Equity, provided that until the tenth anniversary of the effective date:

      -     in any 12-month period beginning on the 365th day after the
            effective date, no Calamos principal or his Family Affiliates may
            transfer beneficial ownership or indirect beneficial ownership (as
            defined below) of, in the aggregate, more than 20% of the total
            amount of Founders' Equity of such Calamos principal and his Family
            Affiliates; and

      -     for so long as either John P. Calamos or Nick P. Calamos remains
            employed in the business of Calamos Holdings, LLC and its
            subsidiaries, the Calamos principals and their Family Affiliates
            together must not voluntarily transfer any Founders' Equity
            beneficially owned by such person or any other securities
            beneficially owned by such person that represent an indirect
            beneficial ownership (as defined below) in Founders' Equity if such
            transfer would result in the Calamos principals and their Family
            Affiliates, taken as a whole, owning less than 30% of the total
            amount of Founders' Equity.

      Notwithstanding anything to the contrary described in the preceding
paragraph, each Calamos principal and his Family Affiliates will be permitted to
transfer at any time all or any portion of their Founders' Equity (a) to a CFP
Permitted Transferee in the event of the death, disability, termination or
bankruptcy of the transferor, (b) to any CFP Permitted Transferee that is
controlled by or under common control with the transferor, (c) in the case of a
Family Affiliate or other trust, pursuant to the terms of the applicable trust
agreement or applicable law, (d) to Calamos Asset Management, Inc. in exchange
for Class A common stock, (e) with the prior approval of a majority of the
independent members of our board of directors or (f) in connection with a
merger, consolidation or similar transaction. For purposes of the stockholders'
agreement, "Founders' Equity" means, with respect to any Calamos principal, the
total equity interest in Calamos Asset Management, Inc. and Calamos Holdings LLC
indirectly beneficially owned by such Calamos principal whether in his
individual capacity or as trustee of a Family Affiliate as of the effective date
of the registration statement of which this prospectus forms a part or any
shares of Class A common stock issued in exchange for the surrender thereof.
"Indirect beneficial owner" (including the term indirect beneficial ownership)
means a natural person or ultimate parent entity, with respect to stock of
Calamos Asset Management, Inc. or membership units that are not owned of record
by such person or entity, that beneficially owns equity interests directly, or
indirectly through one or more entities, in the entity that is the holder of
such stock or units and the number of membership units or shares of our common
stock that such person or entity shall be deemed to indirectly beneficially own
will be equal to the number of membership units or shares of our common stock
held by the record holder of such securities multiplied by such person's or
entity's direct or indirect equity interest in such record holder.



      Change of Control

      Pursuant to the stockholders' agreement, the Calamos principals and their
Family Affiliates (and any CFP Permitted Transferee that is the indirect
beneficial owner of Founder's Equity) may, notwithstanding anything to the
contrary in the Stockholders' Agreement, transfer in any transaction or series
of transactions to another person or group beneficial ownership of 40% or more
of the aggregate Founders' Equity in the form of shares of Class A common stock.

      Reinvestment Agreement

      Pursuant to the stockholders' agreement, the Calamos principals and their
Family Affiliates have agreed to invest, or use its reasonable best efforts to
cause to be invested, at least 50% of the after-tax net proceeds from Calamos
Family Partners, Inc.'s sale of membership units in Calamos Holdings LLC to us
in connection with the offering, estimated to be approximately $119 million, in
investment products managed by our subsidiaries. The Calamos principals and
their Family Affiliates have further agreed to maintain, or cause to be
maintained, these investments for not less than two years.

      Observer Rights

      In the stockholders' agreement, we will agree to allow Calamos Family
Partners, Inc. to designate two persons who will be permitted to attend as
observers all meetings of our board of directors for so long as shares of our
Class B common stock remain outstanding.

      Amendments and Term

      The stockholders' agreement may be amended by us with the approval of a
majority of the independent members of our board of directors, provided that any
amendment that adversely affects the Calamos principals or Family Affiliates or
any CFP Permitted Transferee (collectively the "Calamos Family Holders") must be
approved by a majority in interest of the Calamos Family Holders (based on such
persons' indirect beneficial ownership of membership units). The stockholders'
agreement will terminate on the earlier to occur of (1) the expiration of all
rights created thereunder and all statutes of limitation applicable to the
enforcement of claims thereunder, (2) the date on which we agree (by a
resolution of the board of directors adopted by the independent directors) with
the Calamos principals and their Family Affiliates (and any CFP Permitted
Transferee that is the indirect beneficial owner of Founder's Equity) who then
have any rights or obligations under the stockholders' agreement to terminate
the agreement, and (3) on a date to be determined, if the closing of the
offering of our Class A common stock shall not have occurred prior to such date.

EX-99.3

                                                                    EXHIBIT 99.3

DESCRIPTION OF REGISTRATION RIGHTS AGREEMENT AMONG CALAMOS FAMILY PARTNERS,INC.,
                        JOHN P. CALAMOS AND THE COMPANY.

REGISTRATION RIGHTS AGREEMENT

      In connection with this offering, we will enter into an agreement with
Calamos Family Partners, Inc. and John P. Calamos that will grant registration
rights with respect to shares of our Class A common stock, which we refer to as
registrable securities, issuable or issued upon conversion of shares of our
Class B common stock or in exchange for membership units in Calamos Holdings
LLC.

      The registration rights agreement provides that Calamos Family Partners,
Inc. and John P. Calamos and their assigns are entitled to unlimited "piggyback"
registration rights, meaning it can include its registrable securities in
registration statements filed by us for our own account or for one or more of
our stockholders. Calamos Family Partners, Inc. and John P. Calamos and their
assigns will also be entitled to, on 15 occasions, "demand" that we register
registrable securities held by them at any time commencing at least 365 days
after the effective date of the registration statement of which this prospectus
is a part, provided that the aggregate number of registrable securities subject
to each demand (A) constitutes at least 5% of the registrable securities on the
date of the registration rights agreement or (B) has an aggregate minimum market
value of at least $85 million. By using two demands, Calamos Family Partners,
Inc. and John P. Calamos and their assigns may require that the registration
statement be in an appropriate form under the Securities Act (a "Shelf
Registration Statement") relating to any of the registrable securities in
accordance with the methods and distributions set forth in the Shelf
Registration Statement and under Rule 415 under the Securities Act.
Notwithstanding the foregoing, we will not be required to prepare and file more
than two registration statements in any 12-month period pursuant to such
demands. We will agree to pay the costs associated with all such registrations.

      The registration rights agreement will remain in effect for so long as
there are outstanding registrable securities or securities of Calamos Asset
Management, Inc. or Calamos Holdings LLC that are convertible into or
exchangeable for registrable securities.

EX-99.4

                                                                    EXHIBIT 99.4

   DESCRIPTION OF CALAMOS ASSET MANAGEMENT, INC. INCENTIVE COMPENSATION PLAN.

EMPLOYEE BENEFIT PLANS

   CALAMOS ASSET MANAGEMENT, INC. INCENTIVE COMPENSATION PLAN

      We will adopt the Calamos Asset Management, Inc. Incentive Compensation
Plan. Our incentive compensation plan will be administered by our Compensation
Committee. The plan provides for the granting of incentive and nonqualified
stock options, stock appreciation rights, stock awards, stock units, dividend
equivalents, cash awards and other awards not inconsistent with the plan.
Employees, nonemployee directors and consultants are eligible to receive awards
under the plan. The Compensation Committee has discretion to select the
employees to whom awards will be granted, to determine the type, size and terms
and conditions applicable to each award and the authority to interpret, construe
and implement the provisions of the plan. The Compensation Committee's decisions
are binding on the participants in the plan. It is presently anticipated that
approximately 120 individuals will initially participate in the plan.

      A total of 10,000,000 shares may be subject to awards under our incentive
compensation plan, subject to adjustment in accordance with the terms of the
plan. This amount represents approximately 10% of our Class A common stock on a
fully diluted basis, assuming Calamos Family Partners, Inc. exchanged all of its
membership units in Calamos Holdings LLC for, and converted all outstanding
shares of our Class B common stock into, shares of our Class A common stock as
of the date of this offering. Common stock issued under the plan may be either
authorized but unissued shares, treasury shares or any combination of authorized
but unissued shares and treasury shares.

      To the extent that shares of common stock subject to an award are not
issued by reason of expiration, forfeiture or cancellation of the award, by
reason of the tendering or withholding of shares to pay the exercise price or
satisfy tax withholding obligations, by reason of being settled in cash in lieu
of shares or in a manner that shares covered by the award are not issued, then
such shares may be available for new awards. Shares of common stock issued in
connection with awards that are assumed, converted or substituted pursuant to a
merger, acquisition or similar transaction will not reduce the number of shares
available for awards. All of the shares available may be issued under incentive
stock options. The maximum number of shares of our Class A common stock that may
be subject to awards made to any one individual in any one calendar year is
1,000,000.

      Awards under the plan are determined by the Compensation Committee in its
discretion. For this reason, except for the awards of restricted stock granted
in connection with termination of our EAU plan as described below, and for the
option and restricted stock unit grants expected to be made after the pricing of
this offering as described below, it is not possible to determine the benefits
and amounts that will be received by any individual participant or group of
participants in the future.

      Set forth below is a description of the types of awards that may be
granted under our incentive compensation plan.

      Stock Options. Options to purchase shares of our Class A common stock,
which may be nonqualified or incentive stock options, may be granted under the
plan at an exercise price determined by the Compensation Committee in its
discretion, provided that the option price may be no less than the fair market
value of the underlying common stock on the date of grant (110% of fair market
value in the case of an incentive stock option granted to a ten percent
shareholder).

      Stock Appreciation Rights. A stock appreciation right ("SAR") is an award
entitling an employee to receive an amount equal to (or less than, if the
Compensation Committee so determines at the time of grant) the excess of the
fair market value of a share of our Class A common stock on the date of exercise
over the exercise price per share specified for the SAR, multiplied by the
number of shares of common stock with respect to which the SAR was exercised.

      Restricted Stock. An award of restricted stock is an award of our Class A
common stock which is subject to such restrictions as the Compensation Committee
deems appropriate, including forfeiture conditions and restrictions against
transfer for a period specified by the Compensation Committee.



      Stock Unit Equivalents. A stock unit award is a grant of a number of units
valued, in whole or in part by reference to, or otherwise based on, shares of
common stock. At the discretion of the Compensation Committee, stock unit awards
may relate in whole or in part to the attainment by the grantee of certain
specified performance criteria.

      Dividend Equivalents. A dividend equivalent award is an award that
entitles an employee to receive from us cash payments, in the same amount that
the holder of record of a share of our Class A common stock on the dividend
record date would be entitled to receive as cash dividends on such share of our
Class A common stock. Grants of options, SARs and stock units awards may, in the
discretion of the Compensation Committee, earn dividend equivalents. The
Compensation Committee will establish such rules and procedures governing the
crediting of dividend equivalents, including any timing and payment
contingencies of such dividend equivalents, as it deems appropriate or
necessary.

      Cash and Other Awards. Other types of awards which may be granted include
awards payable in cash, shares of common stock or a combination of cash and
shares. The maximum annual amount a single participant may earn under any
cash-based award is $10.0 million. An award earned over a period greater than
one year is treated as earned over the full and partial calendar years in such
period.

      Performance Awards. The Compensation Committee may establish performance
or other criteria applicable to the determination of the amounts earned under an
award. The performance goals may be based on one or more of the following
performance criteria: total shareholder return, earnings, earnings per share,
net income, revenues, expenses, market shares, return on assets, return on
equity, assets under management, investment performance of assets under
management, market value of the common stock, regulatory compliance,
satisfactory internal or external audits, achievement of balance sheet or income
statement objectives, or other financial, accounting, quantitative or other
objectives. Performance criteria and objectives may provide for adjustment for
extraordinary items, accounting changes and other special circumstances. The
performance measures may relate to a line of business, subsidiary or other unit,
and may, but need not be, based upon a change or an increase or positive result
of assets under management. At the end of each performance period, the
Compensation Committee will determine and certify the extent to which the
performance goal established for the performance period has been achieved and
determine the amount to be paid, vested or delivered under the award, and may
reduce or eliminate such amount.

      Additional Information. Under our incentive compensation plan, if there is
any change in the outstanding shares of common stock by reason of any stock
dividend, recapitalization, merger, consolidation, stock split, combination or
exchange of shares or other form of reorganization, or any other change
involving our common stock, such proportionate adjustments as may be necessary
(in the form determined by the Compensation Committee) to reflect such change
will be made to prevent dilution or enlargement of the rights with respect to
the aggregate number of shares of our common stock for which awards may be
granted under the plan, the number of shares of our Class A common stock covered
by each outstanding award, and the price per share in respect thereof.
Generally, an individual's rights under the plan may not be assigned or
transferred (except in the event of death).

      In the event of a change in control and except as the Compensation
Committee may expressly provide otherwise: (1) stock based awards (including
stock options, SARs, restricted stock and restricted stock units) become 100%
vested and (2) all performance based awards (including performance units and
performance shares) will be paid out at the higher of the extent to which the
performance goals have been met through the date of the change in control and
100% of the value of the performance based awards on the date of grant. For
purposes of the plan, a "change in control" shall have occurred when any person
(other than the Calamos family), alone or together with its affiliates and
associates shall become the beneficial owner of more than 50% of the combined
voting power of our then outstanding voting securities.

      The plan will remain in effect until terminated by our Board of Directors
and thereafter until all awards granted thereunder are satisfied by the issuance
of shares of our Class A common stock or the payment of cash or otherwise
terminated pursuant to the terms of the plan or under any award agreements.
Notwithstanding the foregoing, no awards may be granted under the plan after the
tenth anniversary of the effective date of the plan. Our Board of Directors may
at any time terminate, modify or amend the plan; provided, however, that no such
amendment, modification or termination may adversely affect an optionee's or
grantee's rights under any award theretofore granted under the plan, except with
the consent of such optionee or grantee, and no such amendment or modification
will be effective unless it is approved by our shareholders where such amendment
or modification is determined to be a "material amendment" under the rules of
the Nasdaq National Market or other applicable stock exchange rule.



No amendment to any outstanding option which would be a "repricing" under
applicable rules may be made without approval of our shareholders.

      Certain Federal Income Tax Consequences of Options. Certain of the federal
income tax consequences to us and to optionees of options granted under the plan
should generally be as set forth in the following summary.

      An employee to whom an incentive stock option ("ISO") which qualifies
under Section 422 of the Internal Revenue Code is granted will not recognize
income at the time of grant or exercise of such option. No federal income tax
deduction will be allowable to the employee's employer upon the grant or
exercise of such ISO. However, upon the exercise of an ISO, any excess in the
fair market price of our Class A common stock over the option price constitutes
a tax preference item which may have alternative minimum tax consequences for
the employee. When the employee sells such shares more than one year after the
date of transfer of such shares and more than two years after the date of grant
of such ISO, the employee will normally recognize a long-term capital gain or
loss equal to the difference, if any, between the sale prices of such shares and
the option price. If the employee does not hold such shares for the required
period, when the employee sells such shares, the employee will recognize
ordinary compensation income and possibly capital gain or loss in such amounts
as are prescribed by the Internal Revenue Code and the regulations thereunder
and we will generally be entitled to a federal income tax deduction in the
amount of such ordinary compensation income.

      An employee to whom a nonqualified stock option ("NSO") is granted will
not recognize income at the time of grant of such option. When such employee
exercises such NSO, the employee will recognize ordinary compensation income
equal to the difference, if any, between the option price paid and the fair
market value, as of the date of option exercise, of the shares the employee
receives. The tax basis of such shares to such employee will be equal to the
option price paid plus the amount includible in the employee's gross income, and
the employee's holding period for such shares will commence on the date on which
the employee recognized taxable income in respect of such shares. Subject to the
applicable provisions of the Internal Revenue Code and regulations thereunder,
we will generally be entitled to a federal income tax deduction in respect of a
NSO in an amount equal to the ordinary compensation income recognized by the
employee.

      Initial Awards. After the pricing of this offering, we expect to grant
options under our incentive compensation plan to purchase 727,727 shares of our
Class A common stock, including grants to individuals listed in the table below.
The exercise price of these options is the initial public offering price in the
offering. In addition, we also expect to grant 394,626 restricted stock units
under the same plan. With respect to 242,576 of the restricted stock units and
all of the options, one-third will vest four years from the date of grant, an
additional one-third will vest five years following the date of grant, and the
remainder will vest six years following the date of grant. The remaining 152,050
restricted stock units that we expect to grant will vest one-third per year each
year beginning one year after the date of grant. Vesting of the options and
restricted stock units will accelerate in part in the event of death,
disability, and certain other involuntary termination of employment and in full
upon a change in control, as defined in the plan.



                                                                                                                 DOLLAR VALUE OF
                                                                                     NUMBER OF RESTRICTED       RESTRICTED STOCK
                  NAME AND POSITION                            NUMBER OF OPTIONS        STOCK UNITS                  UNITS
                  -----------------                            -----------------     --------------------       ----------------
                                                                                                       
John P. Calamos, Sr                                                 177,273                59,091                 $ 1,063,638
 Chairman, Chief Executive Officer and Co-Chief
 Investment Officer

Nick P. Calamos                                                     113,636                37,879                 $   681,822
 Senior Executive Vice President and Co-Chief
 Investment Officer

James Greenawalt                                                          0                     0                           0
 Executive Vice President

Patrick H. Dudasik                                                   63,636                21,212                 $   381,816
 Executive Vice President, Chief Financial Officer and
 Treasurer

James S. Hamman, Jr.                                                 58,182                19,394                 $   349,092
 Executive Vice President, General Counsel and Secretary

All current executive officers, as a group                          465,818               155,273                 $ 2,794,914


      CALAMOS FAMILY PARTNERS, INC. EAU PLAN

      Prior to this offering, the named executive officers participated in the
Calamos Family Partners, Inc. EAU Plan. Under this EAU Plan, employees were
granted equity appreciation units in Calamos Holdings Inc. that vested over a
period of time.

     After the pricing of this offering, we will terminate our EAU plan and cash
out a portion of each EAU participant's appreciation. The payments to the named
executive officers are estimated to be as follows, based on the initial public
offering price of $18.00 per share: John P. Calamos, $0; Nick P. Calamos, $0;
Patrick H. Dudasik, $468,121; and James S. Hamman, Jr., $1,189,024. The
remainder of each participant's appreciation under the EAU plan will be
converted into an aggregate of 950,827 restricted stock units granted under our
incentive compensation plan. These restricted stock units will vest 20% per year
each year beginning on January 1, 2006 and ending on January 1, 2010, subject to
partial acceleration of vesting in the event of death, disability or certain
other involuntary termination of employment and to full vesting upon a change in
control as defined in the plan. The value of restricted stock units to be
granted to the named executive officers are estimated to be as follows, based on
the initial public offering price of $18.00: John P. Calamos, $0; Nick P.
Calamos, $0; Patrick H. Dudasik, $1,989,453; and James S. Hamman, Jr.,
$2,746,432.


                                                                                                         
All current directors who are not executive officers, as a
 group                                                                7,273                 2,424                 $    43,632

All employees, including current officers, but excluding
 directors and executive officers, as a group                       254,636               236,929                 $ 4,264,722

EX-99.5

                                                                    EXHIBIT 99.5

        DESCRIPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                 AND AMENDED AND RESTATED BYLAWS OF THE COMPANY.

      CERTIFICATE OF INCORPORATION

      Our amended and restated certificate of incorporation will provide for our
two classes of common stock and will also contain the provisions governing the
voting rights of our Class B common stock, the conversion of our Class B common
stock into, and the exchange of membership units in Calamos Holdings LLC not
owned by us for, shares of our Class A common stock. For a description of these
provisions, see " -- Our Board of Directors" and "Description of Capital Stock."
In addition, our amended and restated certificate of incorporation will
authorize our board of directors to, without further stockholder approval, issue
shares of preferred stock from time to time with such rights as they may
determine.

      Pursuant to our amended and restated certificate of incorporation, our
board of directors will consist of five directors, two of which will be elected
by the holder of our Class B common stock, which we refer to as the "Class B
directors," and the remaining directors will be elected by all of our
stockholders voting together as a single class. Any vacancy on our board of
directors resulting from death, resignation, disqualification, removal or other
causes with respect to any director (other than a Class B director), and any
newly created directorships resulting from any increase in the number of
directors (other than Class B directors), may be filled only by the affirmative
vote of a majority of the remaining directors, subject to the approval of the
Class B directors. Any vacancy on our board of directors resulting from the
death, resignation, disqualification, removal or other causes with respect to a
Class B director may be filled only by the affirmative vote of the remaining
Class B directors then in office or by the sole remaining Class B director. In
the absence of a sole remaining Class B director, such vacancies may be filled
only by a majority vote of the holders of the Class B common stock, voting
separately as a class. Any director (other than a Class B director) may be
removed from office for cause at any time by the affirmative vote of the holders
of record of outstanding shares representing at least a majority of the voting
power of the common stock and any preferred stock, voting together as a single
class. Any Class B director may be removed from office at any time, with or
without cause, by the affirmative vote of the holders of record of outstanding
shares of Class B common stock representing at least a majority of the voting
power of the Class B common stock, voting separately as a class.

      Overview of Corporate Opportunity and Conflict of Interest Policies

      In order to address certain potential conflicts of interest between us and
John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., members of their
immediate family and affiliates, John P. Calamos, Nick P. Calamos and John P.
Calamos, Jr. have agreed to limitations on their activities in the investment
management business. See "Management -- Governance Documents -- Non-Competition
Agreements." In addition, our amended and restated certificate of incorporation
will contain provisions concerning the conduct of certain of our affairs as the
case may involve John P. Calamos, Nick P. Calamos or John P. Calamos, Jr.,
members of their immediate families and affiliates, and our powers, rights,
duties and liabilities and those of our officers, directors and stockholders in
connection therewith.

      For purposes of these provisions:

      "Calamos Person" means (1) Calamos Family Partners, Inc., (2) each of John
P. Calamos, Nick P. Calamos and John P. Calamos, Jr., (3) any member of the
immediate families of John P. Calamos, Nick P. Calamos and John P. Calamos, Jr.
who is at the time one of our officers or directors, (4) each of The John P.
Calamos 1985 Trust dated August 21, 1985, The John P. Calamos Annuity Trust
dated June 21, 1998 and The John P. Calamos Annuity Trust II dated November 1,
1998, and (5) any Person in which one or a group of the persons qualifying as a
Calamos Person pursuant to clauses (1), (2), (3) or (4) above beneficially own a
controlling interest in the outstanding voting securities or comparable
interests.

      "CAM Group" means us, Calamos Holdings LLC and our respective
subsidiaries.

      "Corporate Opportunities" means, with respect to opportunities potentially
allocable to the CAM Group, business opportunities that (1) the CAM Group is
financially able to undertake, (2) are, from their nature, in the line or lines
of business of a member of the CAM Group and are of practical advantage to a
member of the CAM Group, and (3) are ones in which a member of the CAM Group has
an interest or a reasonable expectancy; provided,



however, that "Corporate Opportunities" do not include transactions in which a
member of the CAM Group or a Calamos Person is permitted to participate pursuant
to any agreement between a member of the CAM Group and such Calamos Person that
is entered into with the affirmative vote of a majority of the independent
directors on our board of directors or any committee of the board, even if the
independent members of our board of directors are less than a quorum, and do not
include passive investments.

      Corporate Opportunity Policy

      If a Calamos Person acquires knowledge of a potential transaction or a
matter which is a Corporate Opportunity, such Calamos Person will have a duty to
communicate that Corporate Opportunity to us in which case the Corporate
Opportunity will belong to the CAM Group.

      In the event that a director or officer of the CAM Group (other than a
Calamos Person) who is also a director or officer of an entity which is at the
time a Calamos Person acquires knowledge of a potential transaction or matter
which may be a Corporate Opportunity for both a Calamos Person and the CAM
Group, such Corporate Opportunity will belong to the CAM Group, unless the
Corporate Opportunity is expressly offered to that person primarily in his or
her capacity as a director or officer of such entity which is at the time a
Calamos Person, in which case the Corporate Opportunity will belong to such
Calamos Person to the same extent as if the Corporate Opportunity came directly
to such Calamos Person.

      Under our amended and restated certificate of incorporation, a director or
officer of the CAM Group (other than a Calamos Person) who acts in accordance
with the foregoing policy (1) will be deemed fully to have satisfied his or her
fiduciary duties, including the duty of loyalty, to the CAM Group and its
stockholders with respect to such Corporate Opportunity and not to have derived
an improper benefit; (2) will not be liable to the CAM Group or its stockholders
for any breach of fiduciary duty by reason of the fact that a Calamos Person
pursues or acquires such Corporate Opportunity or directs such Corporate
Opportunity to another person or does not communicate information regarding such
Corporate Opportunity to the CAM Group; and (3) will be deemed to have acted in
good faith and in a manner he or she reasonably believes to be in the best
interests of the CAM Group.

      Any Corporate Opportunity that belongs to a Calamos Person or to the CAM
Group pursuant to the foregoing policy will not be pursued by the other (or
directed by the other to another person) unless and until such Calamos Person or
the CAM Group, as the case may be, determines not to pursue the Corporate
Opportunity. In the case of the CAM Group, any determination not to pursue a
Corporate Opportunity must be approved by a majority of the independent
directors on our board of directors or any committee of the board, even if the
independent members of our board of directors are less than a quorum. If the
party to whom the Corporate Opportunity belongs does not, however, within a
reasonable period of time, begin to pursue, or thereafter continue to pursue,
such Corporate Opportunity diligently and in good faith, the other party may
pursue such Corporate Opportunity (or direct it to another person).

      Notwithstanding anything to the contrary, the foregoing provisions will
expire on the date that all Calamos Persons cease to own beneficially common
stock representing, in the aggregate, at least 30% of the total voting power of
our outstanding voting stock.

      Conflict of Interests Policy

      Our amended and restated certificate of incorporation will provide that no
contract, agreement, arrangement or transaction, or any amendment, modification
or termination of any such contract, agreement, arrangement or transaction, or
any waiver of any right thereunder, entered into, made effected or given after
the date on which this offering is consummated (each, a "Transaction") between
the CAM Group and (i) a Calamos Person, (ii) any entity in which a director of
the CAM Group has a financial interest (a "Related Entity"), or (iii) one or
more of the directors or officers of the CAM Group or any Related Entity; will
be voidable solely because any of the persons listed in (i) through (iii) above
are parties thereto, if the standard specified below is satisfied. Further, no
Transaction will be voidable solely because any such directors or officers are
present at or participate in the meeting of our board of directors or committee
of the board that authorizes the Transaction or because their votes are counted
for such purpose, if the standard specified is satisfied. That standard will be
satisfied, and such Calamos Person, the Related Entity, and the directors and
officers of the CAM Group or the Related Entity (as applicable) will be deemed
to have acted reasonably and in good faith (to the extent such standard is
applicable to such person's conduct) and fully to have satisfied any fiduciary
duties, including the duty of loyalty, they may have to the CAM Group and its
stockholders with respect to such Transaction if any of the following three
requirements are met:



            (i) the material facts as to the relationship or interest and as to
      the Transaction are disclosed or known to our board of directors or the
      committee of the board that authorizes the Transaction, and our board of
      directors or such committee in good faith approves the Transaction by the
      affirmative vote of a majority of the independent members of our board or
      on such committee, even if the independent directors are less than a
      quorum;

            (ii) the material facts as to the relationship or interest and as to
      the Transaction are disclosed or known to the holders of voting stock
      entitled to vote thereon, and the Transaction is specifically approved by
      the vote of the holders of a majority of the voting power of the then
      outstanding voting stock not owned by such Calamos Person or such Related
      Entity, voting together as a single class; or

            (iii) the Transaction is effected pursuant to guidelines that are in
      good faith approved by a majority of the independent members of our board
      of directors or of the applicable committee of the board or by vote of the
      holders of a majority of the voting power of the then outstanding voting
      stock not owned by such Calamos Person or such Related Entity, voting
      together as a single class.

      Our amended and restated certificate of incorporation will also provide
that any such Transaction authorized, approved, or effected, and each of such
guidelines so authorized or approved, as described in (1), (2) or (3) above,
will be deemed to be entirely fair to the CAM Group and its stockholders, except
that, if such authorization or approval is not obtained, or such Transaction is
not so effected, no presumption will arise that such Transaction or guideline is
not fair to the CAM Group and its stockholders.

      For a description of the requirements for amending our amended and
restated certificate of incorporation, see "Description of Capital Stock --
Amendments."

   BYLAWS

      Our amended and restated bylaws will provide for the committees of our
board of directors described above under " -- Board of Directors -- Committees
of the Board." Our amended and restated bylaws will also provide for meetings of
our board and meetings of our stockholders. For a description of the provisions
governing such meetings, see "Description of Capital Stock -- Board Meetings"
and "Description of Capital Stock -- Stockholder Meetings."

      Our amended and restated bylaws will provide that the business of our
company will be managed under the direction of our board of directors and that
our board may, subject to specifically provided approval procedures and except
as otherwise required by law, exercise all such powers and do all such acts and
things as may be exercised or done by us. Without limiting the general powers of
the board, our amended and restated bylaws will provide that we may not, and we
may not permit any subsidiary of ours to, and no officer, employee or agent of
ours may, take any of the following actions without the prior approval of our
board of directors:

      -     any merger, consolidation, dissolution or liquidation of our
            company, Calamos Holdings LLC or any other subsidiary of ours or any
            transaction having the same effect,

      -     except pursuant to the conversion or exchange rights set forth in
            our amended and restated certificate of incorporation, the limited
            liability company agreement of Calamos Holdings LLC, as amended or
            similar constitutive documents of any other subsidiary and issuances
            pursuant to the Calamos Asset Management, Inc. Incentive
            Compensation Plan, (1) the authorization of any equity security of
            ours or any membership unit or other equity interest in any
            subsidiary of ours (including, without limitation, in each case, any
            security convertible or exchangeable for such an equity security or
            interest), (2) the issuance, cancellation, alteration, modification,
            redemption or any change in, of, or to, any equity security of ours
            (other than any Class B common stock) or any membership unit or
            other equity interest in any subsidiary of ours (including, without
            limitation, in each case, any security convertible or exchangeable
            for such an equity security or interest), or (3) the authorization,
            issuance, cancellation, alteration, modification, redemption or any
            change in, of, or to, any right, option, put, call or warrant with
            respect to the equity securities or other equity interest referred
            to in clause (2),

      -     the transfer or other disposition of, or placing of any encumbrance
            on, any material asset of ours, Calamos Holdings LLC or any other
            subsidiary of ours, except for certain permitted encumbrances,



      -     the acquisition of any interest in, or the making of any loan or
            extension of credit to, another person by us, Calamos Holdings LLC
            or any other subsidiary of ours for or in an amount in excess of
            $10,000,000; any capital expenditure (or series of related capital
            expenditures) by us, Calamos Holdings LLC or any other subsidiary of
            ours in excess of $10,000,000; or any debt, loan or borrowing of
            ours, Calamos Holdings LLC or any other subsidiary of ours exceeding
            $10,000,000 outstanding in the aggregate at any time, or any
            revolving credit facility of ours, Calamos Holdings LLC or any other
            subsidiary of ours permitting aggregate borrowings at any one time
            outstanding to exceed $10,000,000,

      -     adoption and approval of any business plan for our company, Calamos
            Holdings LLC or any other subsidiary of ours, and

      -     adoption of any incentive or other employee benefit plan by our
            company, Calamos Holdings LLC or any other subsidiary of ours.

      Additionally, the following actions will require the approval of the Class
B directors:

      -     any merger, consolidation, dissolution or liquidation of our
            company, Calamos Holdings LLC or any other subsidiary of ours or any
            transaction having the same effect, and

      -     except pursuant to the conversion or exchange rights set forth in
            our amended and restated certificate of incorporation, the limited
            liability company agreement of Calamos Holdings LLC, as amended or
            similar constitutive documents of any other subsidiary and issuances
            pursuant to the Calamos Asset Management, Inc. Incentive
            Compensation Plan, (1) the authorization of any equity security of
            ours or any membership unit or other equity interest in any
            subsidiary of ours (including, without limitation, in each case, any
            security convertible or exchangeable for such an equity security or
            interest), (2) the issuance, cancellation, alteration, modification,
            redemption or any change in, of, or to, any equity security of ours
            (other than any Class B common stock) or any membership unit or
            other equity interest in any subsidiary of ours (including, without
            limitation, in each case, any security convertible or exchangeable
            for such an equity security or interest), or (3) the authorization,
            issuance, cancellation, alteration, modification, redemption or any
            change in, of, or to, any right, option, put, call or warrant with
            respect to the equity securities or other equity interest referred
            to in clause (2).

      The amended and restated bylaws will further provide that the following
actions will require the approval of the Class B directors and a majority of the
independent members of our board of directors:

      -     any amendment, change or other modification or restatement of our
            certificate of incorporation or bylaws, the limited liability
            company agreement of Calamos Holdings LLC or any similar
            constitutive document of any other subsidiary of ours (other than
            any amendment to effect a merger or consolidation or any transaction
            having the same effect), and

      -     the conduct by us, Calamos Holdings LLC or any other subsidiary of
            ours of any business other than the investment advisory or
            investment management business and any ancillary or related
            businesses, or the establishment of a new entity to conduct any such
            business, and

      -     the authorization, issuance, cancellation, alteration, modification,
            redemption or any change in, of, or to, any Class B common stock or
            any right, option, put, call or warrant with respect to any Class B
            common stock.

      Our officers will be appointed by the board of directors, except for our
chairman and chief executive officer who will be appointed by the Class B
directors, subject to the approval of a majority of the other members of the
board of directors; provided, however, that our chairman and chief executive
officer may be removed by a majority of the members of our board of directors.

      For a description of the requirements for amending our amended and
restated bylaws, see "Description of Capital Stock -- Amendments."



                          DESCRIPTION OF CAPITAL STOCK

      The following description of our capital stock and provisions of our
amended and restated certificate of incorporation, and the amended and restated
bylaws, each of which will be in effect prior to the date of this prospectus,
are summaries and are qualified by reference to the amended and restated
certificate of incorporation and the amended and restated bylaws, copies of
which have been filed with the Commission as exhibits to our registration
statement, of which this prospectus forms a part.

      Our current authorized capital stock consists of 1,000 shares of common
stock, par value $0.01 per share. As of the consummation of this offering, our
authorized capital stock will consist of 600,000,000 shares of Class A common
stock, par value $0.01 per share, and 1,000 shares of Class B common stock, par
value $0.01 per share.

COMMON STOCK

      As of the consummation of this offering, there will be 20,000,000 shares
of Class A common stock issued and outstanding, and 100 shares of Class B common
stock issued and outstanding and beneficially held of record by Calamos Family
Partners, Inc.

   CLASS A COMMON STOCK

      Voting Rights

      The holders of Class A common stock will be entitled to one vote per
share. Holders of shares of Class A common stock will not be entitled to
cumulate their votes in the election of directors. Generally, all matters to be
voted on by stockholders must be approved by a majority (or, in the case of
election of directors, by a plurality) of the votes entitled to be cast by all
shares of Class A common stock and Class B common stock present in person or
represented by proxy, voting together as a single class. Except as otherwise
provided by law, amendments to the amended and restated certificate of
incorporation must be approved by a majority of the combined voting power of all
shares of Class A common stock and Class B common stock, voting together as a
single class. However, amendments to the amended and restated certificate of
incorporation that would alter or change the powers, preferences or special
rights of the Class A common stock so as to affect them adversely also must be
approved by a majority of the votes entitled to be cast by the holders of the
shares affected by the amendment, voting as a separate class. Notwithstanding
the foregoing, any amendment to our amended and restated certificate of
incorporation to increase or decrease the authorized shares of any class shall
be approved upon the affirmative vote of the holders of a majority of the common
stock, voting together as a single class.

      Dividend Rights

      Holders of Class A common stock will share ratably (based on the number of
shares of common stock held) in any dividend declared by the Board of Directors.
Dividends consisting of shares of Class A common stock may be paid only as
follows: (i) shares of Class A common stock may be paid only to holders of
shares of Class A common stock; and (ii) shares shall be paid proportionally
with respect to each outstanding share of Class A common stock. We may not
subdivide or combine shares of either class of Common Stock without at the same
time proportionally subdividing or combining shares of the other class.
Dividends payable to holders of Class B common stock can only be paid if
dividends in the same amount per share are simultaneously paid to holders of
Class A common stock.

      Liquidation Rights

      On our liquidation, dissolution or winding up, all holders of Class A
common stock, will be entitled to share ratably in any assets available for
distribution to holders of shares of common stock.

      Other Matters

      In the event of our merger or consolidation with or into another company
in connection with which shares of common stock are converted into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of common stock, regardless of class, will be entitled to receive
the same kind and amount of shares of stock and other securities and property
(including cash), provided that if shares of common stock are exchanged for
shares of capital stock, such shares exchanged for or changed into may differ to
the extent that the Class A common stock and the Class B common stock differ.



      No shares of any class of common stock will be subject to redemption or
have preemptive rights to purchase additional shares of common stock. Upon
consummation of this offering, all the outstanding shares of Class A common
stock will be legally issued, fully paid and non-assessable.

   CLASS B COMMON STOCK

      Voting Rights

      The holders of Class B common stock will be entitled to a number of votes
per share equal to:

      (1) ten, multiplied by the sum of (a) the aggregate number of shares of
Class B common stock owned by such holder and (b) the aggregate number of
membership units owned by such holder, divided by

      (2) the number of shares of Class B common stock owned by such holder.

      Holders of shares of Class B common stock will not be entitled to cumulate
their votes in the election of directors. Generally, all matters to be voted on
by stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of
Class B common stock and Class A common stock present in person or represented
by proxy, voting together as a single class. Except as otherwise provided by
law, amendments to the amended and restated certificate of incorporation must be
approved by a majority of the combined voting power of all shares of Class B
common stock and Class A common stock, voting together as a single class.
However, amendments to the amended and restated certificate of incorporation
that would alter or change the powers, preferences or special rights of the
Class B common stock so as to affect them adversely also must be approved by a
majority of the votes entitled to be cast by the holders of the shares affected
by the amendment, voting as a separate class. Notwithstanding the foregoing, any
amendment to our amended and restated certificate of incorporation to increase
or decrease the authorized shares of any class shall be approved upon the
affirmative vote of the holders of a majority of the Common Stock, voting
together as a single class.

      Conversion

      Each share of our Class B common stock will be convertible at the option
of the holder into one share of our Class A common stock. Any shares of Class B
common stock transferred to a person other than a member of the Calamos family
or any entity controlled by one or more members of the Calamos family shall
automatically convert to shares of our Class A common stock upon such
disposition. If the number of outstanding shares of our Class B common stock
plus the number of membership units in Calamos Holdings LLC and shares of Class
A common stock owned by the holders of the Class B common stock falls below 15%
of the total number of outstanding membership units in Calamos Holdings LLC,
then all outstanding shares of our Class B common stock shall automatically
convert into our Class A common stock.

      Dividend Rights

      Holders of Class B common stock will share ratably (based on the number of
shares of common stock held) in any dividend declared by the board of directors.
Dividends consisting of shares of Class B common stock may be paid only as
follows: (i) shares of Class B common stock may be paid only to holders of
shares of Class B common stock; and (ii) shares shall be paid proportionally
with respect to each outstanding share of Class B common stock. We may not
subdivide or combine shares of either class of Common Stock without at the same
time proportionally subdividing or combining shares of the other class.
Dividends payable to holders of Class B common stock can only be paid if
dividends in the same amount per share are simultaneously paid to holders of
Class A common stock.

      Liquidation Rights

      On our liquidation, dissolution or winding up, all holders of Class B
common stock, will be entitled to share ratably in any assets available for
distribution to holders of shares of common stock.

      Other Matters

      In the event of our merger or consolidation with or into another company
in connection with which shares of common stock are converted into or
exchangeable for shares of stock, other securities or property (including cash),
all holders of common stock, regardless of class, will be entitled to receive
the same kind and amount of shares of



stock and other securities and property (including cash), provided that, if
shares of common stock are exchanged for shares of capital stock, such shares
exchanged for or changed into may differ to the extent that the Class A common
stock and the Class B common stock differ.

      No shares of any class of common stock will be subject to redemption or
will have preemptive rights to purchase additional shares of common stock. Upon
consummation of this offering, all the outstanding shares of Class B common
stock will be legally issued, fully paid and nonassessable.

ANTI-TAKEOVER EFFECTS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
AND AMENDED AND RESTATED BYLAWS

      Provisions of the amended and restated certificate of incorporation and
amended and restated bylaws, which provisions will be in effect prior to the
consummation of this offering and are summarized in the following paragraphs,
may be deemed to have an anti-takeover effect and may delay, defer or prevent a
tender offer or takeover attempt that a stockholder might consider in its best
interest, including those attempts that might result in a premium over the
market price for the shares held by stockholders. The relevant portions of the
amended and restated certificate of incorporation and amended and restated
bylaws will be designed to discourage certain types of transactions that may
involve an actual or threatened change of control of our company. These
provisions are meant to encourage persons interested in acquiring control of our
company to first consult with the board of directors to negotiate terms of a
potential business combination or offer. Further, these provisions will protect
against an unsolicited proposal for our takeover that may affect the long-term
value of our stock or that may be otherwise unfair to our stockholders.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

      We will not be subject to Section 203 of the Delaware General Corporation
Law, an anti-takeover law. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date the
person became an interested stockholder, unless (with certain exceptions) the
"business combination" or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a
"business combination" includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder.
Generally, an "interested stockholder" is a person who, together with affiliates
and associates, owns (or within three years prior to the determination of
interested stockholder status, did own) 15% or more of a corporation's voting
stock. We have elected not to be bound by Section 203.

DIRECTOR'S EXCULPATION AND INDEMNIFICATION

      We will include in our amended and restated certificate of incorporation
provisions to indemnify our directors and officers to the fullest extent
permitted by Delaware law. The amended and restated certificate of incorporation
will also include provisions to eliminate the personal liability of our
directors and officers to us and our stockholders to the fullest extent
permitted by Delaware law. Under current law, such exculpation would extend to
an officer's or director's breaches of fiduciary duty, except for (i) breaches
of such person's duty of loyalty, (ii) those instances where such person is
found not to have acted in good faith, (iii) those instances where such person
received an improper personal benefit as the result of such breach and (iv) acts
in violation of Section 174 of the Delaware General Corporation Law. Our amended
and restated bylaws will provide that we will indemnify our directors, officers
and employees against judgments, fines, amounts paid in settlement and
reasonable expenses. Insofar as the indemnification for liabilities resulting
under the Securities Act may be permitted to our directors or officers, we have
been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is unenforceable.

BOARD OF DIRECTORS

      Our board of directors will consist of five directors, three of whom will
be independent directors. Any vacancy on our board of directors resulting from
death, resignation, disqualification, removal or other causes with respect to
any director (other than a Class B director), and any newly created
directorships resulting from any increase in the number of directors (other than
Class B directors), may be filled only by the affirmative vote of a majority of
the remaining directors, subject to the approval of the Class B directors. Any
vacancy on our board of directors resulting from the death, resignation,
disqualification, removal or other causes with respect to a Class B director may
be filled only by the affirmative vote of the remaining Class B directors then
in office or by the sole remaining Class B



director. In the absence of a sole remaining Class B director, such vacancies
shall be filled by a majority vote of the holders of the Class B common stock,
voting separately as a class. The limitation on filling of vacancies could make
it more difficult for a third party to acquire, or discourage a third party from
attempting to acquire, control of our company.

   BOARD MEETINGS

      Our amended and restated bylaws will provide that special meetings of the
board of directors may be called by the chairman of our board of directors or by
a majority of the then authorized number of directors in office.

STOCKHOLDER MEETINGS

   SPECIAL MEETINGS OF STOCKHOLDERS

      The amended and restated bylaws will provide that special meetings of the
stockholders may only be called by the chairman of our board of directors, by a
committee that is duly designated by the board or by resolution adopted by the
affirmative vote of the majority of the board of directors.

   REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
   PROPOSALS

      The amended and restated bylaws will provide that stockholders seeking to
bring business before an annual meeting of stockholders, or to nominate
candidates for election as directors at an annual meeting of stockholders, must
provide timely notice of such proposed business in writing. To be timely, a
stockholder's notice must be delivered to or mailed and received at our
principal executive offices, not less than 60 days nor more than 90 days prior
to the annual meeting. The amended and restated bylaws will also specify certain
requirements as to the form and content of a stockholder's notice. These
provisions may preclude stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at an annual
meeting of stockholders.

   STOCKHOLDER ACTION BY WRITTEN CONSENT

      For so long as shares of our Class B common stock are issued and
outstanding, any action required to be taken at any annual or special meeting of
the stockholders, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing (or deemed to be in writing
under applicable law), setting forth the action so taken, is signed by
stockholders (or deemed to be signed by stockholders under applicable law)
representing not less than the minimum number of votes that would be necessary
to authorize or take such actions at a meeting at which all shares entitled to
vote thereon were present and voted and is delivered and dated as required by
law.

   CUMULATIVE VOTING

      Our amended and restated certificate of incorporation will provide that
our stockholders will have no cumulative voting rights.

AUTHORIZED BUT UNISSUED SHARES

      The authorized but unissued shares of our common stock will be available
for future issuance without stockholder approval. These additional shares may be
utilized for a variety of corporate purposes, including future public offerings
to raise additional capital, corporate acquisitions and employee benefit plans.
The existence of authorized but unissued shares of common stock could render
more difficult or discourage an attempt to obtain control over us by means of a
proxy contest, tender offer, merger or otherwise.

AMENDMENTS

      The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or by-laws,
unless a corporation's certificate of incorporation or by-laws, as the case may
be, requires a greater percentage. The affirmative vote of the holders of at
least a majority of the issued and outstanding common stock and any preferred
stock, voting as one class, is required to amend or repeal the amended and
restated certificate of incorporation, provided that if any amendment to our
amended certificate of incorporation would alter the rights of a particular



class of stock so as to affect them adversely, the amendment must also be
approved by a majority of the votes entitled to be cast by the holders of the
shares affected by the amendment, voting as a separate class. Subject to the
amended and restated bylaws, the board of directors may from time to time make,
amend, supplement or repeal the amended and restated bylaws by vote of a
majority of the board of directors; provided, however, that the stockholders may
change or amend or repeal any provision of the amended and restated bylaws by
the affirmative vote of the holders of a majority of the common stock and any
preferred stock, voting as one class.

MEMBERSHIP UNITS

      Immediately following this offering, there will be 100,000,000 membership
units issued and outstanding, 20,000,000 of which will be beneficially owned by
us, and 80,000,000 of which will be beneficially owned by Calamos Family
Partners, Inc. and John P. Calamos in the aggregate. The number of outstanding
membership units owned by us will at all times equal the number of shares of
outstanding Class A common stock. The net cash proceeds received by us from any
issuance of shares of common stock, including with regard to the exercise of
options granted under the incentive compensation plan, shall be concurrently
transferred to Calamos Holdings LLC in exchange for membership units equal in
number to such number of shares of common stock issued by us.

      The membership units will have no voting rights associated with them.
Pursuant to the terms of the amended and restated certificate of incorporation,
each membership unit not owned by us is exchangeable for one share of Class A
common stock at any time at the holder's option.

REGISTRATION RIGHTS

      In connection with this offering, we will enter into an agreement with
Calamos Family Partners, Inc. and John P. Calamos that will grant registration
rights with respect to shares of Class A common stock, which we refer to as
registrable securities, issuable to Calamos Family Partners, Inc. upon
conversion of shares of Class B common stock or in exchange for membership units
in Calamos Holdings LLC. See "Certain Relationships and Related Party
Transactions -- Registration Rights Agreement."

NASDAQ NATIONAL MARKET TRADING

      Our Class A common stock has been approved for quotation on the Nasdaq
National Market under the symbol CLMS.

TRANSFER AGENT AND REGISTRAR

      The transfer agent and registrar for the Class A common stock is The Bank
of New York.