<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY

The principal business activities of United Asset Management Corporation (the
Company) are investment advisory services, primarily for institutional
clients, and the acquisition of institutional investment management firms.
The Company's wholly owned subsidiaries operate in one business segment, that
is, as investment advisers, managing both domestic and international
investment portfolios for corporate, government and union pension funds,
endowments and foundations, mutual funds and individuals. While the Company's
subsidiaries primarily specialize in the management of U.S. equities, bonds
and cash, other asset classes under management have grown significantly in
recent years to include real estate, international securities and stable
value assets.

The Company has arrangements with its subsidiaries and certain of their
principal officers (revenue sharing plans) under which the subsidiaries are
entitled to use a portion (determined by formula) of their revenues to meet
all their operating expenses, including compensation, at the discretion of
the subsidiaries' management. Revenues in excess of those used to meet
operating expenses of a subsidiary are used by the Company to meet its
operating and cash flow needs. All operating expenses incurred by the
subsidiaries are charged to operations and reported as compensation and
related expenses or as other operating expenses in these consolidated
financial statements.

CONSOLIDATION

These consolidated financial statements include the accounts of the Company
and all of its subsidiaries. All inter-company balances and transactions have
been eliminated.

REVENUE RECOGNITION

The majority of the Company's revenues are derived from investment advisory
fees that are normally accrued over the period in which services are
performed. Any fees collected in advance are deferred and recognized as
income over the period earned. Transaction-based fees are recognized when all
contractual obligations have been satisfied. All investment advisory fees
receivable are expected to be collected.

FIXED ASSETS AND DEPRECIATION

Equipment and other fixed assets are recorded at cost and depreciated using
the straight-line method over their estimated useful lives. Leasehold
improvements are amortized over the shorter of their estimated useful lives
or the term of the lease.

COST ASSIGNED TO CONTRACTS ACQUIRED AND GOODWILL

The purchase price for the acquisition of companies acquired in business
combinations accounted for as a purchase transaction is allocated based on
the fair value of the net assets acquired, primarily investment advisory
contracts.

The cost assigned to contracts acquired is amortized using the straight-line 
method over periods ranging from five to 20 years. These lives represent the 
estimated weighted average lives of the contracts acquired and are based 
generally on historical experience of the individual companies acquired. The 
estimated remaining weighted average lives of contracts acquired are 
periodically reevaluated. If experience subsequent to the acquisition 
indicates that the estimate of the average remaining lives should be 
shortened, the cost assigned to contracts acquired will be amortized over the 
shorter life commencing in the year in which the new estimate is determined. 
The results of the most recent reevaluations of estimated remaining lives had 
no material effect on the Company's financial position or results of 
operations.

Amounts paid to certain key employees for entering into long-term employment
contracts and noncompetition agreements at the time of acquisitions are
included in cost assigned to contracts acquired and are amortized on a
straight-line basis over the lives of such arrangements.

Purchase price in excess of the fair value of the net assets acquired is
recorded as goodwill and amortized on a straight-line method over 40 years.
Goodwill, net of accumulated amortization, was $20,793,000 and $21,419,000 at
December 31, 1995 and 1994, respectively, and is included in other assets in
the accompanying consolidated balance sheet.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

INCOME TAXES

Income taxes for financial reporting purposes are recorded in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes (FAS 109). The asset and liability approach underlying FAS 109 requires
the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying amounts
and tax bases of the Company's assets and liabilities, primarily the cost
assigned to contracts acquired.

RETIREMENT AND PENSION PLANS

The Company has certain retirement and pension plans which cover eligible
employees of the Company and its subsidiaries. All plans are defined
contribution retirement plans, with the exception of a defined benefit
pension plan maintained by a non-U.S. subsidiary. The expense related to all
plans was $8,523,000, $6,883,000 and $7,050,000 in 1995, 1994 and 1993,
respectively.

The defined benefit pension plan has an excess of plan assets over plan
obligations. Excess plan assets and pension expense relating to this plan are
not significant in relation to the Company's consolidated financial
statement.

STOCK-BASED COMPENSATION PLANS

Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (FAS 123), is effective for fiscal years beginning
after December 15, 1995. Under the requirements of FAS 123, the Company may
adopt the new fair value method of accounting for stock-based compensation
plans or continue to account for these plans using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25). If the accounting treatment under APB 25
continues, pro forma disclosures of net income and earnings per share,
including the tax effects if any, as if the fair value accounting method had
been adopted are required. The Company intends to continue accounting for its
stock-based compensation plans under APB 25 and will provide the necessary
disclosures required under FAS 123 in 1996.

EARNINGS PER SHARE


Primary earnings per share represent earnings per common and common
equivalent share which are determined on the basis of the weighted average
number of shares outstanding after giving effect to (1) potentially dilutive
stock options and warrants under the modified treasury stock method; and (2)
contingently issuable stock and warrants based on the probability of
issuance.

Fully diluted earnings per share represent earnings per common share assuming
full dilution which are determined based on (1) the weighted average number
of common and common equivalent shares assumed outstanding under the modified
treasury stock method during the period; and (2) the issuance of contingently
issuable stock and warrants at the most dilutive level.

CASH EQUIVALENTS

Cash equivalents represent highly liquid investments with an original
maturity of three months or less. The Company invests its excess cash in
deposits with major banks, money market funds or in securities, principally
commercial paper of companies with strong credit ratings in diversified
industries. At December 31, 1995, cash equivalents included $30,946,000 of
short-term interest bearing securities, which were classified as held to
maturity and for which cost approximated fair value.

FOREIGN CURRENCY TRANSLATION

In accordance with Statement of Financial Accounting Standards No. 52,
Foreign Currency Translation, the financial statements of all non-U.S.
subsidiaries are translated to U.S. dollars as follows: assets and
liabilities at year-end exchange rates; income, expenses and cash flows at
average exchange rates; and stockholders' equity at historical exchange
rates. The resulting translation adjustment is recorded as a component of
stockholders' equity.

INTEREST RATE PROTECTION AGREEMENTS

The Company periodically enters into interest rate protection agreements to
reduce the potential impact of increases in interest rates associated with
borrowings under the Company's Reducing Revolving Credit Agreement. Premiums
paid for these instruments are amortized as interest expense over the terms
of the agreements. Any amounts receivable under these agreements are recorded
as a reduction of interest expense.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts and disclosures reported in the accompanying financial
statements.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

NOTE 2-FIXED ASSETS AND LEASE OBLIGATIONS


Fixed assets, which have estimated useful lives up to 10 years, consist of
the following:


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
DECEMBER 31,                                                 1995            1994
<S>                                                      <C>             <C>
--------------------------------------------------------------------------------------

Equipment, leasehold improvements and other fixed assets $ 58,463,000    $ 47,124,000
Accumulated depreciation and amortization                 (31,717,000)    (27,773,000)
--------------------------------------------------------------------------------------

                                                         $ 26,746,000    $ 19,351,000
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
</TABLE>




At December 31, 1995, future minimum rentals for operating leases that have
initial or non-cancelable lease terms in excess of one year are payable as
follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                                       REQUIRED
                                                                        MINIMUM
YEAR ENDED DECEMBER 31,                                                 PAYMENT
--------------------------------------------------------------------------------
<S>                                                                  <C>

1996                                                                $18,252,000
1997                                                                $16,644,000
1998                                                                $14,188,000
1999                                                                $11,848,000
2000                                                                $10,894,000
Thereafter                                                          $15,469,000

</TABLE>

Rent expense for 1995, 1994 and 1993 approximated $18,366,000, $13,173,000
and $11,776,000, respectively.

--------------------------------------------------------------------------------
NOTE 3-NOTES PAYABLE


In August 1995, the Company sold $150,000,000 in Senior Notes (the Senior
Notes) to a group of institutional investors. The Senior Notes bear interest
at a fixed rate of 7.12% and mature in accordance with a scheduled payment
plan calling for equal annual payments beginning August 25, 2000 and ending
August 25, 2005. The proceeds from the issuance of the Senior Notes were used
to pay $150,000,000 of outstanding borrowings under the Company's Reducing
Revolving Credit Agreement (the Credit Agreement). Subsequent to this
transaction and under the terms of the Credit Agreement, the Company has the
ability to borrow, prepay and reborrow up to $400,000,000 through August 29,
1996. The principal amount of borrowings outstanding under the Credit
Agreement at that date will be payable in 12 equal quarterly installments
through August 29, 1999. As of December 31, 1995, an annual commitment fee of
 .35% is payable on the daily average unused portion of the $400,000,000
commitment. The Company had no borrowings outstanding under the Credit
Agreement at December 31, 1995. Subsequent to December 31, 1995, the Company
is extending and expanding its Credit Agreement into a five year,
$500,000,000 revolving facility.



Interest rates available for amounts outstanding under the Credit Agreement
are currently: prime, 1% over LIBOR, 1.125% over certain certificate of
deposit rates or a money market bid option. Under the money market bid
option, the Company can borrow up to $50,000,000 from members of its banking
group at prevailing money market rates; any such borrowings reduce the
commitment under the Credit Agreement.



Under the terms of the Senior Notes and the Credit Agreement, the Company is
required to meet certain financial covenants, including covenants restricting
dividends and repurchase of the Company's common stock, and requiring the
Company to maintain a minimum net worth, as defined. The Company must also
continue to maintain certain minimum working capital, cash flow, and debt to
equity ratios. Under the terms of the most restrictive covenant, $80,000,000
is available for the payment of cash dividends and repurchase of the
Company's common stock during 1996.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

Borrowings under both the Senior Notes and the Credit Agreement are secured
by the stock of the Company's subsidiaries.

At December 31, 1995, the Company was a party to interest rate protection
agreements entered into with certain members of the Company's banking group,
which extend up to three years and limit interest rates to an average of
8.3%. The notional principal amount of debt covered by individual
arrangements over their remaining lives ranges from $15,000,000 to
$150,000,000. Unamortized premiums outstanding were $2,309,000 and $3,532,000
at December 31, 1995 and 1994, respectively. These amounts approximate fair
market value of the agreements. Amortization of premiums which is included in
interest expense was $1,477,000, $51,000 and $247,000 for the years ended
December 31, 1995, 1994 and 1993, respectively. Currently, the Company
mitigates the credit risk associated with interest rate protection agreements
by entering into these arrangements only with members of the group of banks
who are party to the Credit Agreement. The Company monitors the credit
standing of these counterparties on a continuous basis.

At December 31, 1995 and 1994, the Company also had $524,872,000 and
$193,339,000 of subordinated notes outstanding, respectively. These notes
primarily represent a portion of the consideration paid to selling
shareholders of businesses acquired, the majority of which remain employed by
the Company's subsidiaries subsequent to the date of acquisition. The notes
mature at various dates, through 2002, and have interest rates currently
ranging from 5.5% to 9%. These notes outstanding, with the exception of
$294,082,000 of notes due in 1996, may be tendered upon the exercise of
warrants issued in conjunction with these notes. In connection with the
exercise of warrants through the tender of subordinated notes, subordinated
debt of $23,676,000, $16,611,000 and $29,488,000 was extinguished in 1995,
1994 and 1993, respectively. The Company intends to finance subordinated debt
that becomes due which has not been tendered through the exercise of warrants
by utilizing amounts available under its line of credit.

The aggregate cash repayments of all outstanding borrowings during each of
the five years subsequent to December 31, 1995 total the following amounts:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------

                                                                       REQUIRED
                                                                        MINIMUM
YEAR ENDED DECEMBER 31,                                                 PAYMENT
-------------------------------------------------------------------------------

<S>                                                               <C>
1996                                                               $ 31,381,000
1997                                                               $110,473,000
1998                                                               $101,712,000
1999                                                               $117,457,000
2000                                                               $ 31,063,000

</TABLE>

The recorded cost of the Senior Notes approximates fair value. Due to the
unique nature of each of the subordinated debt instruments issued to the
sellers of firms, the assessment of current fair value is not practicable.

Included in accounts payable and accrued expenses at December 31, 1995 and
1994 is accrued interest of $26,285,000 and $4,925,000, respectively.
Interest expense and interest paid for each of the three years ended December
31 were as follows:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------

                                       1995               1994             1993
-------------------------------------------------------------------------------
<S>                                 <C>            <C>              <C>
Interest expense                    $45,557,000    $13,337,000      $15,111,000
Interest paid                       $22,720,000    $12,129,000      $15,095,000
--------------------------------------------------------------------------------

</TABLE>

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------


NOTE 4-STOCKHOLDERS' EQUITY

During 1995, the Company issued 1,873,004 shares of its common stock in
connection with acquisitions accounted for as purchases. In 1994 and 1993,
the Company issued 575,437 and 3,694,398 shares of its common stock,
respectively, to effect acquisitions accounted for as poolings of interests.
The Company issued 1,359,038, 1,690,653 and 393,806 warrants during 1995,
1994 and 1993, respectively, to effect acquisitions accounted for as
purchases.

The Company has a program to systematically repurchase shares of its common
stock to meet the requirements for future issuance of shares upon the
exercise of stock options and warrants. Through December 31, 1995, 4,624,917
shares of common stock had been repurchased at a cost of $107,045,000, and
all but 838,465 shares had been reissued from treasury upon the exercise of
stock options and warrants. Subsequent to December 31, 1995, the Company's
directors increased the number of shares authorized for repurchase from
6,000,000 to 8,000,000 shares.

Included in accounts payable and accrued expenses at December 31, 1995 and
1994 are dividends payable of $9,036,000 and $7,304,000, respectively.

At December 31, 1995, the following warrants were outstanding at a weighted
average exercise price of $38.99 per share:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
SHARES ISSUABLE                 EXERCISE PRICE               YEAR OF EXPIRATION
-------------------------------------------------------------------------------

      <S>                         <C>                                      <C>
        243,311                   $16.22-23.00                             1996
        580,823                   $16.50-23.00                             1997
         81,116                   $23.00-29.00                             1998
      1,276,043                   $33.00-35.00                             1999
        150,421                   $29.00-33.00                             2000
      1,934,038                   $29.00-57.50                             2001
      1,359,038                   $39.00-57.50                             2002
---------------
      5,624,790
---------------
---------------

</TABLE>


The Company is authorized to issue 5,000,000 shares of $1.00 par value
preferred stock, none of which has been issued through December 31, 1995.

-------------------------------------------------------------------------------

NOTE 5-STOCK OPTION PLANS

Under the Company's 1994 Stock Option Plan, the Board of Directors is
authorized to grant options for the purchase of 2,900,000 shares of the
Company's common stock to officers and other key employees of the Company and
its subsidiaries. The exercise price of the options is not less than the fair
market value at the date of the grant. The options expire five years from the
date of the grant and may not be exercised for one year from the date of the
grant. Thereafter, they may be exercised at dates stipulated in each grant.

An additional 300,000 shares may be awarded under the 1994 Eligible Directors
Stock Option Plan. Under this plan, each eligible director will be granted
5,000 options annually for the purchase of shares of the Company's common
stock at the fair market value at the date of the grant. In addition,
eligible directors may also elect to receive discounted options in lieu of a
portion of their directors' fees. In 1995, 30,000 shares were granted under
the annual plan and 5,908 discounted options were issued in lieu of
directors' fees. These options expire five years from the date of the grant.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
-------------------------------------------------------------------------------

The following is a summary of stock option transactions during 1993, 1994 and
1995:


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
                                                                   NUMBER OF            STOCK OPTION
                                                                      SHARES             PRICE RANGE
----------------------------------------------------------------------------------------------------
<S>                                                                <C>                   <C>

Balance, December 31, 1992                                         2,299,330            $  .02-32.00
Options granted                                                      802,179            $29.00-46.38
Options exercised                                                   (509,602)           $  .02-31.25
Options canceled                                                     (51,767)           $14.88-41.00
                                                                   ----------
Balance, December 31, 1993                                         2,540,140            $  .02-46.38
Options granted                                                    1,063,977            $26.81-40.75
Options exercised                                                   (255,685)           $  .02-31.25
Options canceled                                                     (60,602)           $14.25-46.38
                                                                   ----------
Balance, December 31, 1994                                         3,287,830            $  .02-46.38
Options granted                                                      876,956            $26.72-39.88
Options exercised                                                   (438,595)           $  .02-38.88
Options canceled                                                    (119,980)           $14.21-46.38
                                                                   ----------
Balance, December 31, 1995                                         3,606,211            $  .02-46.38
                                                                   ----------
                                                                   ----------
Options exercisable at the end of the year                         1,513,487
Options available for future grants                                2,083,383
Shares reserved, but unissued at the beginning of the year         6,219,611
Shares reserved, but unissued at the end of the year               5,689,594

</TABLE>


The options outstanding at December 31, 1995 expire at various times in 1996
through 2000. Options exercisable at December 31, 1995 had a weighted average
price of $23.88. The weighted average exercise price of all options
outstanding at December 31, 1995 was $30.47. The options which are
exercisable at $.02 per share resulted from exchanging UAM options for
options outstanding at an affiliated firm acquired in 1992.


-------------------------------------------------------------------------------
NOTE 6-INCOME TAXES

<TABLE>
<CAPTION>

Income before income tax expense was taxed under the following jurisdictions:

-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,                     1995           1994            1993
-------------------------------------------------------------------------------

<S>                                 <C>            <C>              <C>

Domestic                            $107,566,000   $ 92,170,000     $85,358,000
Foreign                               10,124,000     11,036,000       9,112,000
-------------------------------------------------------------------------------
                                    $117,690,000   $103,206,000     $94,470,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

Income tax expense consists of the following:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,                     1995           1994            1993
-------------------------------------------------------------------------------

<S>                                  <C>             <C>            <C>
Current:
 Federal                             $32,706,000     $30,159,000    $27,414,000
 State                                 6,938,000       6,658,000      5,734,000
 Non-U.S.                              3,408,000       3,748,000      3,284,000
Deferred:
 Federal                               6,221,000       2,948,000      3,909,000
 State                                 1,100,000         681,000        842,000
-------------------------------------------------------------------------------
                                     $50,373,000     $44,194,000    $41,183,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

Deferred income tax liabilities are comprised of the following:


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

December 31,                                              1995             1994
--------------------------------------------------------------------------------

<S>                                                 <C>              <C>

Excess contract amortization for tax purposes       $42,356,000      $35,043,000
Installment sale for tax purposes on real estate
   partnerships sold prior to acquisition of
   subsidiary                                         1,296,000        1,675,000
Other                                                 1,036,000          649,000
--------------------------------------------------------------------------------

                                                    $44,688,000      $37,367,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>



For purchase acquisitions which occurred prior to The Revenue Reconciliation
Act of 1993 (the Act), the excess contract amortization for income tax
purposes results from the application of a method under which the deductions
for income tax purposes are determined by (1) amortizing the cost assigned to
contracts acquired on a straight-line basis over the same estimated useful
lives as those used for financial reporting purposes; and (2) deducting the
unamortized balance of such cost which is allocated to the individual
contracts when any such contract is terminated. For acquisitions subsequent
to the Act, the deduction for income tax purposes is determined by amortizing
the cost assigned to contracts acquired on a straight-line basis over a 15
year period, with no deduction for the unamortized balance of individual
contract terminations.

The effective income tax rate differs from the statutory Federal income tax
rate as follows:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

                                                       1995      1994      1993
--------------------------------------------------------------------------------

<S>                                                      <C>       <C>       <C>


Federal income tax statutory rate                        35%       35%       35%
State income taxes, net of federal benefit                5         5         6
Nondeductible items                                       3         3         3
--------------------------------------------------------------------------------

                                                         43%       43%       44%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>


Income taxes of $40,551,000, $39,907,000 and $31,264,000 were paid in 1995,
1994 and 1993, respectively.


The Company's federal income tax returns for the years ending December 31,
1984 through 1992 remain under audit by the Internal Revenue Service. On
January 30, 1992, the Company received a Revenue Agent's Report proposing
certain adjustments to the Company's federal income tax returns for the years
ending December 31, 1984, 1985 and 1986. In April 1992, the Company filed its
protest with the Internal Revenue Service. The principal issue involved is
the deductibility of the amortization of cost assigned to investment advisory
contracts acquired. Management and its advisors believe that the Company's
practice of deducting the amortization of cost assigned to contracts acquired
is correct and that the Company's position for the years under audit will
ultimately be sustained on appeal within the Internal Revenue Service, or, if
necessary, in court. In management's opinion, the appropriateness of the
Company's practice was further supported in 1993 by the Supreme Court's
favorable decision on similar practices for treating intangible assets.
Should the adjustments proposed in the Revenue Agent's Report be upheld in
their entirety, the Company's additional liability for federal income tax for
the years covered by the report would approximate $13,124,000, plus statutory
interest thereon. The Company believes that the amount, if any, which might
result from the audit will not have a material effect on the Company's
consolidated financial position, its consolidated results of operations nor
its consolidated cash flows.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION
--------------------------------------------------------------------------------

NOTE 7-ACQUISITIONS AND COMMITMENTS

During 1995, the Company acquired Provident Investment Counsel and Pilgrim
Baxter & Associates through purchase transactions.

During 1994, the Company issued shares of its common stock to acquire
Investment Research Company through a transaction accounted for as a pooling
of interests. The Company also acquired Dwight Asset Management Company and
Suffolk Capital Management, Inc. during 1994 through purchase transactions.
In addition, the Company acquired, through a purchase transaction, certain
assets of JMB Institutional Realty and JMB Properties Company which were
contributed to an affiliate, Heitman Financial Ltd.

During 1993, the Company issued shares of its common stock to acquire Heitman
Financial Ltd. and Murray Johnstone Limited through transactions accounted
for as poolings of interests. The Company also acquired Pell, Rudman & Co.,
Inc. and GSB Investment Management, Inc. during 1993 through purchase
transactions.

The purchase price, including direct costs, associated with the acquisitions
accounted for as purchases and the allocations thereof are summarized as
follows:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,                 1995              1994             1993
-------------------------------------------------------------------------------

<S>                             <C>                <C>              <C>

Consideration:
 Cash                           $ 52,295,000       $170,394,000     $32,693,000
 Subordinated notes              356,893,000         85,584,000      19,056,000
 Common stock and warrants        68,872,000          4,045,000       1,161,000
-------------------------------------------------------------------------------
                                $478,060,000       $260,023,000     $52,910,000

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Allocation of purchase price:
 Net tangible assets            $  9,336,000       $  6,464,000     $ 2,112,000
 Cost assigned to contracts
  acquired                       468,724,000        251,365,000      49,675,000
 Other assets                             --          2,194,000       1,123,000
-------------------------------------------------------------------------------
                                $478,060,000       $260,023,000     $52,910,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

The results of operations of Provident Investment Counsel and Pilgrim Baxter
& Associates are included in the consolidated results of operations of the
Company from their respective dates of acquisition, February 15, 1995 and
April 28, 1995.

At December 31, 1995, $7,940,000 was accrued in connection with additional
purchase price commitments that are payable in 1996 to the former owners of
affiliates. Of this amount, $6,470,000 will be paid in cash and the remainder
will be issued as subordinated notes.

At December 31, 1994, $7,683,000 was accrued in connection with additional
purchase price commitments that were paid in 1995 to the former owners of
affiliates. Of this amount, $4,398,000 was paid in cash and the remainder was
issued as subordinated notes.

Cash and subordinated notes of $2,896,000 were paid in 1993 in connection
with additional purchase price commitments due in 1993 to the former owners
of an affiliate.

In conjunction with certain acquisitions and employment arrangements, the
Company has entered into agreements to make payments potentially totaling as
much as $278,000,000 in the form of cash, subordinated notes and the
Company's common stock, on dates through 2001. These payments are dependent
upon the achievement of stipulated business goals.

Unaudited pro forma data for the years ended December 31, 1995, 1994 and 1993
are set forth below, giving consideration to the acquisitions occurring in
the respective three year period assuming revenue sharing plans (see Note 1)
had been in effect and after certain other pro forma adjustments have been
made.


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,                 1995              1994             1993
-------------------------------------------------------------------------------

<S>                            <C>                <C>              <C>

Revenues                        $722,599,000       $662,158,000     $639,958,000
Net income                      $ 69,305,000       $ 68,182,000     $ 67,495,000
Primary earnings per share             $2.22              $2.19            $2.14
Fully diluted earnings per share       $2.21              $2.19            $2.12


</TABLE>