SECOND AMENDED AND RESTATED CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT was originally made as of the 1st day of
January, 1993, was amended and restated as of the 1st day of January, 1999, and
is now further amended and restated as of the 1st day of January, 2000, by and
between UNITED ASSET MANAGEMENT CORPORATION, a Delaware corporation, having its
principal office at One International Place, Boston, Massachusetts 02110-2607
(the "Company") and DAVID I. RUSSELL (the "Consultant").

                              W I T N E S S E T H :
                              - - - - - - - - - - -

     WHEREAS, the Company desires to expand its operations in the United Kingdom
and Continental Europe;

     WHEREAS, the Consultant possesses knowledge regarding certain European
financial markets, and is familiar with the Company and its goals for expansion
in the United Kingdom and Continental Europe;

     WHEREAS. The Company desires to retain the services of the Consultant to
advise and assist the Company with research and negotiations regarding potential
acquisition candidates of partners located in Europe;

     NOW THEREFORE, in consideration of the mutual agreements and covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Consultant
hereby agree as follows:

     1.   Term. The Company shall retain the Consultant to provide, and the
Consultant shall provide, his services as described under Section 5 below (the
"Services"), for a one-year period (the "Term"), with such Services to be
performed as reasonably requested by the Company. The Term shall be
automatically renewed for an additional Term of one year on December 31 of each
year, unless earlier terminated by written notice by either party within 30 days
of the end of each year.

     2.   Consulting Fee. With the expectation that the Consultant shall perform
services an average of 2 days per week during the Term, the Company shall pay
the Consultant a consulting fee at the rate of $180,000 per year.
<PAGE>

     3.   Expenses. The Company shall reimburse the Consultant for office
expenses incurred during the Term in accordance with applicable budgets approved
by the Company's Board of Directors from time to time, and shall reimburse the
Consultant for one-hundred (100%) of his reasonable travel and living expenses
and other reasonable expenses actually incurred by him in connection with
Services he is performing for the Company. Services and expenses shall be
invoiced on a quarterly basis to the attention of the Company's Chief Financial
Officer. Invoices for such services and expenses shall be paid by the Company
within 30 days of actual receipt by the Company.

     4.   Termination. Either party may terminate this Agreement at any time
upon 90 days' written notice to the other. In the event of any termination for
any reason, the Consultant shall be paid consulting fees pro rated to the
effective date of termination. All out-of-pocket expenses reasonably incurred
up to the effective date of termination shall in such event also be reimbursed
by the Company.

     5.   Scope of Work. It is agreed that the Consultant shall:

     (a)  Attend meetings and contribute advice, guidance, knowledge,
          consultancy and direction regarding possible acquisition candidates or
          partners located in the United Kingdom and Continental Europe (the
          "European Candidates").

     (b)  Conduct research regarding the European Candidates.

     (c)  Make initial contacts with the European Candidates in order to
          introduce the Company to the European Candidates and to learn more
          about them.

     (d)  Maintain a steady interaction with the European Candidates.

     (e)  Assist with travel arrangements for Company travel relating to the
          European Candidates.

     (f)  Assist in negotiations with European Candidates.

     (g)  Such other consulting or other services as the Company may reasonably
          request from time to time relating to the development of the Company's
          business in the United Kingdom and Continental Europe and such other
          locations as the Company and the Consultant agree.

     6.   Relationship between Consultant and Company. The relationship of the
Consultant to the Company is that of an independent contractor, not that of an
agent or employee, and each party hereto agrees that it shall not represent such
relationship as being
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otherwise to third parties. Nothing contained in this Agreement shall constitute
or be construed to be or create a partnership, joint venture or lease between
the Company and the Consultant. The Consultant shall not have the authority to
bind the Company unless expressly authorized to do so in a particular instance
by vote of the Company's Board of Directors.

     7.   Binding Agreement. The terms, covenants, conditions, provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.

     8.   Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties hereto, and no prior oral or written, and no
contemporaneous oral, representations or agreements between the parties with
respect to the subject matter of this Agreement shall be of any force and
effect. Any additions, amendments or modifications to this Agreement shall be of
no force and effect unless in writing and signed by both the Consultant and the
Company.

     9.   Governing Law. This Agreement shall be construed in accordance with
and governed for all purposes by the laws and public policy of The Commonwealth
of Massachusetts applicable to contracts executed and wholly performed within
such Commonwealth. In enforcing such governing laws and public policy, a court
of competent jurisdiction shall afford all relief which a Massachusetts court
would afford under the circumstances.

    Executed as an instrument under seal as of the date first written above.

                                        CONSULTANT

                                        /s/ David I. Russell
                                        --------------------

                                        David I. Russell

                                        UNITED ASSET MANAGEMENT
                                        CORPORATION

                                        By:  /s/  Franklin H. Kettle
                                             -----------------------
                                             Franklin H. Kettle,
                                             Executive Vice President