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                       UNITED ASSET MANAGEMENT CORPORATION
                         PROFIT SHARING AND 401(k) PLAN

                                FOURTH AMENDMENT



     WHEREAS, United Asset Management Corporation (hereinafter referred to as
the "Company") adopted the United Asset Management Corporation Profit Sharing
and 401(k) Plan (hereinafter referred to as the "Plan") effective as of January
1, 1989 and restated effective January 1, 1990, to provide retirement benefits
for certain employees of the Company and its subsidiaries; and

     WHEREAS, in accordance with Article 11, the Company wishes to amend the
Plan;

     NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 1995,
unless otherwise indicated, as follows:

1.   Section 7.5  of Article 7 is amended to read and provide as follows:
     
     Upon the death of any Participant, whether or not such Participant is an
     active Employee, terminated, or receiving a benefit in accordance with
     Section 7.3(a), the Participant's Total Account in the Trust Fund shall be
     payable to the Participant's surviving Spouse or to the Participant's
     Beneficiary as designated in accordance with Section 7.6 of the Plan.
     
     If no election is made pursuant to the following paragraph, the
     Participant's vested interest shall be distributed in a lump sum payable in
     accordance with Section 7.2 as soon as practicable after the first
     Valuation Date that follows the death of the Participant by at least ten
     (10) days.  The amount of any distribution made pursuant to this paragraph
     shall be determined as of the applicable Valuation Date determined under
     the preceding sentence.
     
     Subject to the limitations of Section 7.7, the Beneficiary of a deceased
     Participant may elect (by giving at least ten (10) days' notice prior to
     the date that distribution would otherwise be made pursuant to the
     preceding paragraph) to defer distribution of a lump sum payable in
     accordance with Section 7.2 or may elect

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     installment payments identical to those permitted under Section 7.3(a). 
     Any election under this paragraph shall be subject to the following
     restrictions:

     (i)       No benefit account of $3,500 or less shall be eligible for
               deferral of a lump-sum payment or for installment payments.

     (ii)      A non-Spouse Beneficiary may not defer payment of a lump sum
               distribution beyond December 31 of the year that contains the
               fifth anniversary of the Participant's death.

     (iii)     A non-Spouse Beneficiary may not delay commencement of
               installment payments beyond December 31 of the year that contains
               the first anniversary of the Participant's death.

     (iv)      A Spouse-Beneficiary may not delay payment of a lump sum
               distribution or commencement of installment payments beyond the
               April 1 following the calendar year in which the Participant
               would have attained age 70-1/2.

     (v)       All such delayed or installment distributions shall be determined
               and made or commenced as of the latest administratively
               convenient Valuation Date prior to the earlier of the date
               elected by the recipient for the distribution or the applicable
               deadline for the distribution in subparagraphs (i) - (iv) above.

     (vi)      Except to the extent expressly contradicted in this Section 7.5,
               such delayed or installment distributions shall be subject to the
               provisions of Sections 7.7 and 7.8, including without limitation
               the restriction that installment payments may not extend beyond
               the life expectancy of the recipient.

     Notwithstanding the foregoing, if payments of a Participant's vested
     interest in the Plan have commenced prior to the Participant's death, then
     upon such Participant's death the Participant's remaining interest in the
     Plan will be distributed at least as rapidly as under the method of
     distribution being utilized as of the date of the Participant's death.

2.   Article 7 is amended by adding the following new Section 7.11:

     7.11      IN-KIND DISTRIBUTIONS
     
               (a)  No in-kind distributions shall be permitted from any general
               investment fund established pursuant to Section 5.1.

               (b)  A Participant or Beneficiary may elect to receive
               distribution of segregated investment assets acquired pursuant to
               Section 5.8,


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               either in cash or in kind, provided that in the event any such
               segregated investment is illiquid and cannot be sold on
               reasonable terms, the Trustee may distribute such asset in kind
               without the consent of the Participant or Beneficiary. 


3.   Section 10.6 of Article 10 is amended by adding the following as the Second
     Sentence of the Section:

          Each Company Contribution to the Plan is hereby deemed to be
          conditioned on its deductibility for federal income tax purposes by
          either United Asset Management Corporation or the Company that has
          made the contribution. 


     Except as specifically amended hereby, the Plan is hereby reaffirmed in all
respects.

     Signed as a sealed Massachusetts instrument effective as of the date stated
above.

                                   UNITED ASSET MANAGEMENT
                                   CORPORATION


                                   By: /s/ William H. Park
                                      _________________________________
                                      William H. Park, Senior Vice President
2-9-95
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