PURCHASE AGREEMENT


                  PURCHASE AGREEMENT (the "Agreement") dated as of January 20,
2000 between PAINE WEBBER GROUP INC., a Delaware corporation (the "Company"),
and (the "Employee").

                  WHEREAS, the Employee wishes to purchase from the Company, and
the Company wishes to issue and sell to the Employee, ___ of the Company's 6.25%
Convertible Debentures Due 2007 (the "Debenture" or "Debentures") in the
aggregate principal amount of $ on the terms set forth herein; and

                  WHEREAS, the Company has duly authorized the issuance to the
Employee of the Debenture substantially in the form being issued and delivered
to the Employee simultaneously with the execution and delivery of this
Agreement;

                  NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:

                  1.       SALE OF DEBENTURE

                           In reliance on the representations and agreements
contained herein, simultaneously with the execution and delivery of this
Agreement by the parties hereto the Employee is purchasing from the Company, and
the Company is issuing and selling to the Employee, ___ Debentures at a purchase
price of $________ (the "Purchase Price"). In payment therefor, the Employee is
delivering to the Company a promissory note in an amount equal to 100% of the
Purchase Price. The principal amount due on Note is non-recourse and the
interest thereon is recourse.

                  2.       REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE

                           The Employee hereby represents and warrants that:

                  2.1 Investment Intent. The Debenture, the shares of Series A
Convertible Redeemable Preferred Stock, liquidation value $38.1875 per share, of
the Company (the "Preferred Stock") issuable upon conversion of the Debenture,
and the shares of Common Stock, $1.00 par value per share, of the Company (the
"Common Stock") issuable upon conversion of the Preferred Stock are being or
will be acquired by the Employee solely for his own account for investment and
not with a view to, or any present intention of, distribution thereof.

                  2.2 Nature of Employee. The Employee has such knowledge in
business and financial matters that he is capable of evaluating the merits and
risks of his investment in the Debenture, the Preferred Stock and the Common
Stock and has had an opportunity to ask questions concerning the Company and the
Debenture, the Preferred Stock and the Common Stock. The Employee has previously
been provided with the most recent copies of the Company's proxy statement, its
Annual Report on Form 10-K for the fiscal year ending December 31, 1999 and the
10(a) Prospectus, dated April 26, 2000 describing this offering of Debentures.


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                  3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                           The Company represents and warrants that:

                  3.1 Existence and Authority. The Company (i) is a corporation
duly organized and validly existing in good standing under the laws of the State
of Delaware and (ii) has all requisite power and authority to enter into this
Agreement, to issue the Debentures and to carry out its obligations under this
Agreement and the Debentures.

                  3.2 No Conflict. The execution, delivery and performance of
this Agreement and the Debentures do not and will not conflict with, violate or
result in a default under the certificate of incorporation or by-laws of the
Company or any other agreement or instrument to which the Company is a party or
by which it or any of its property is bound or any law or regulation or require
the consent of any governmental body or other regulatory authority.

                  3.3 No Default. No default has occurred and is continuing and
no condition exists that, upon the issuance of the Debentures, would constitute
an Event of Default (as defined in the Debenture) or, with the lapse of time or
the giving of notice or both, would become an Event of Default.

                  3.4 Corporate Proceedings.

                           (a) The Company has taken all corporate actions
necessary to be taken by it to authorize the execution and delivery of this
Agreement, the issuance and delivery of the Debentures and the performance by it
of all obligations on its part to be performed under this Agreement and the
Debentures.

                           (b) The Company shall take all corporate action
necessary to be taken by it to establish the Preferred Stock, having the terms
specified in Exhibit A hereto, and to reserve sufficient shares of Preferred
Stock for issuance upon conversion of the Debentures. The shares of Preferred
Stock, when issued, will be duly and validly issued, fully paid and
nonassessable.

                           (c) The Company shall reserve sufficient shares of
Common Stock, whether authorized but unissued or issued but not outstanding, for
issuance upon conversion of the Preferred Stock that will become issuable on or
after such dates upon conversion of the Debentures. The shares of Common Stock
to be issued upon conversion of the Preferred Stock, when issued, will be duly
and validly issued and fully paid and nonassessable.

                  4.  RESTRICTIONS ON TRANSFER

                  4.1 Securities Act of 1933. The Debenture and the shares of
Preferred Stock and Common Stock issuable upon conversion of the Debenture and
the Preferred Stock, respectively, may not be sold, transferred or otherwise
disposed of until a registration statement, filed by the Company pursuant to the
1933 Act with respect to such security is declared effective.

                  4.2 Limited Transfer of Debenture and Preferred Stock. The
Debenture and the shares of Preferred Stock issuable upon conversion of the
Debenture may not be sold, pledged,


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transferred or otherwise disposed of, except that they (a) may be transferred by
will or pursuant to the laws of descent and distribution, and (b) may be pledged
as security for funds borrowed to finance or refinance the purchase of the
Debenture.

                  4.3 Transferees of Debenture and Preferred Stock. All
subsequent holders of the Debenture and the shares of Preferred Stock issuable
upon conversion of the Debentures shall be subject to this Agreement and shall
succeed to all the rights and obligations of the Employee hereunder.


                  5.       COMPANY COVENANTS

                           The Company covenants and agrees that as long as the
Debenture remains outstanding the Company shall refrain from taking any action,
by amendment of its certificate of incorporation or otherwise, that would impair
the rights of the holders of Preferred Stock (whether or not any Preferred Stock
is at the time outstanding).

                  6.       DEFINITIONS

                           "Event of Default" shall mean one of the Events of
Default enumerated under the heading "Events of Default; Acceleration" in the
Debenture.

                           "Person" shall mean any corporation, banking
corporation or association, partnership, trust, estate, individual,
unincorporated business entity or government or agency or political subdivision
thereof.

                           "Subsidiary" shall mean any corporation, association
or other business entity which is required to be consolidated with the Company
under generally accepted accounting principles.

                  7        MISCELLANEOUS

                  7.1 Replacement of Debenture. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of the Debenture and, in the case of such mutilation, upon surrender
or cancellation of such Debenture, the Company, at its expense, shall execute
and deliver in lieu thereof a new Debenture of like tenor dated the date to
which interest shall have been paid on such Debenture or, if no interest shall
have been so paid, then dated the date of such Debenture.

                  7.2 Amendment or Waiver. Any amendment or modification of this
Agreement must be in writing and signed by both the Employee and an authorized
officer of the Company. A waiver of any provision of this Agreement must be in
writing and signed by the Employee or an authorized officer of the Company, as
the case may be. No waiver by the Company or the Employee of any breach by the
other party of any condition or provision contained in this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.


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                  7.3 Severability. In the event that any provision or portion
of this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.

                  7.4 Notices. Any notice herein required or permitted to be
given shall be in writing and shall be deemed to have been given when delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such other address as such party may subsequently give
notice of

If to the Company:         Paine Webber Group Inc.
                           1285 Avenue of the Americas
                           New York, New York 10019

                           Attention: Matthew Levitan

If to the Employee:        To the Employee at his address as it appears
                           in the records of the Company

                  7.5 Headings. The section headings contained in this Agreement
are for convenience only and shall not in any way affect the meaning or
construction of this Agreement.

                  7.6 Counterparts. This Agreement may be executed in separate
counterparts, all of which taken together shall constitute one and the same
agreement.

                  7.7 Choice of Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New York,
without reference to principles of conflict of laws.

                  7.8 Successors and Assigns. Except as otherwise expressly
indicated herein, this Agreement is intended to inure to the benefit of and be
enforceable by the Employee and his beneficiary, estate or other legal
representative and permitted assigns and the Company and its successors and
assigns.



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                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.

                                     PAINE WEBBER GROUP INC.



                                     By:
                                        ----------------------------------
                                     Title:




                                                     [Employee]