<PAGE>

3/16/95





                       UNITED ASSET MANAGEMENT CORPORATION
                           DEFERRED COMPENSATION PLAN

                            EFFECTIVE JANUARY 1, 1994




<PAGE>

                       UNITED ASSET MANAGEMENT CORPORATION

                           DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

SECTION 1.  ADOPTION AND GENERAL MATTERS . . . . . . . . . . . . . . . . . . . 1
  1.1  Adoption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  1.2 Purpose of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  1.3 Nature of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  1.4 Applicability of ERISA to the Plan . . . . . . . . . . . . . . . . . . . 1

SECTION 2.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.1 "Account". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.2 "Allocation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.3 "Beneficiary". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.4 "Benefit". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.5 "Board". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.6 "Change of Control". . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  2.7 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.8 "Company". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.9 "Company Contributions". . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.10 "Compensation". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.11 "Effective Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.12 "Eligible Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
  2.13 "Eligible Participant". . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.14 "Entry Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7



                                       -i-
<PAGE>

  2.15 "Liquidity Fund". . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.16 "Mutual Fund Election". . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.17 "Notional Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.18 "Notional Shares Election". . . . . . . . . . . . . . . . . . . . . . . 8
  2.19 "Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.20 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  2.21 "Qualified Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.22 "Retirement Committee". . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.23 "Separation from Service" . . . . . . . . . . . . . . . . . . . . . . . 8
  2.24 "Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.25 "Valuation Date". . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  2.26 "Vesting Percentage". . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 3.  PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
  3.1 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
  3.2 Termination of Eligibility . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 4. ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  4.1 No Contributions Permitted . . . . . . . . . . . . . . . . . . . . . . . 8
  4.2 Allocations to Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 9
  4.3 No Allocation of Forfeitures . . . . . . . . . . . . . . . . . . . . . . 9
  4.4 Responsibility for Benefit Payments. . . . . . . . . . . . . . . . . . .10

SECTION 5.  TIME OF BENEFIT PAYMENT. . . . . . . . . . . . . . . . . . . . . .10
  5.1 Eligibility for Payment. . . . . . . . . . . . . . . . . . . . . . . . .10
  5.2  Benefit Commencement Date.. . . . . . . . . . . . . . . . . . . . . . .10
     (a) Time of Commencement. . . . . . . . . . . . . . . . . . . . . . . . .10
     (b) Benefit Commencement Election . . . . . . . . . . . . . . . . . . . .10


                                      -ii-
<PAGE>

SECTION 6.  AMOUNT OF BENEFIT PAYMENT. . . . . . . . . . . . . . . . . . . . .11
  6.1 Amount of Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
  6.2 Vested Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
  6.3 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

SECTION 7.  FORM AND MEDIUM OF BENEFIT PAYMENTS. . . . . . . . . . . . . . . .12
  7.1 Benefit Form Available . . . . . . . . . . . . . . . . . . . . . . . . .12
  7.2 Medium of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     (a) Under Mutual Fund Election. . . . . . . . . . . . . . . . . . . . . .12
     (b) Under Notional Shares Election. . . . . . . . . . . . . . . . . . . .12

SECTION 8.  PLAN ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . .13
  8.1 Retirement Committee . . . . . . . . . . . . . . . . . . . . . . . . . .13
  8.2 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
  8.3 Ownership of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . .14
  8.4 Accounts and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .14
  8.5 Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     (a) Mutual Fund Election. . . . . . . . . . . . . . . . . . . . . . . . .15
     (b) Notional Shares Election. . . . . . . . . . . . . . . . . . . . . . .16

SECTION 9.  LIQUIDITY FUND . . . . . . . . . . . . . . . . . . . . . . . . . .16
  9.1 Maintenance of Liquidity Fund. . . . . . . . . . . . . . . . . . . . . .16
  9.2 Investment of Liquidity Fund . . . . . . . . . . . . . . . . . . . . . .18
  9.3 Status of Liquidity Fund . . . . . . . . . . . . . . . . . . . . . . . .18

SECTION 10.  AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . .18
  10.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
  10.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18


                                      -iii-
<PAGE>

SECTION 11.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .19
  11.1 Limitations of Rights; Employment Relationship. . . . . . . . . . . . .19
  11.2 Determination of Benefits, Claims, Procedure and Administration . . . .19
     (a) Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
     (b) Decision on Claim . . . . . . . . . . . . . . . . . . . . . . . . . .19
     (c) Request for Review. . . . . . . . . . . . . . . . . . . . . . . . . .20
     (d) Review of Decisions . . . . . . . . . . . . . . . . . . . . . . . . .20

  11.3 Designation of Beneficiary. . . . . . . . . . . . . . . . . . . . . . .21
  11.4 Non-Assignability of Benefits . . . . . . . . . . . . . . . . . . . . .21
  11.5 Facility of Payments. . . . . . . . . . . . . . . . . . . . . . . . . .22
  11.6 Obligations to Withhold and Pay Taxes . . . . . . . . . . . . . . . . .20
  11.7 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
  11.8 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
  11.9 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22


                                      -iv-
<PAGE>

                                                                         3/16/95



                       UNITED ASSET MANAGEMENT CORPORATION

                           DEFERRED COMPENSATION PLAN


     Section 1.  Adoption and General Matters

     1.1     ADOPTION. This Deferred Compensation Plan is hereby adopted as set
forth in the following pages, effective January 1, 1994, by United Asset
Management Corporation.

     1.2     PURPOSE OF THE PLAN. The purpose of the Plan is to provide
employees who become covered under the Plan with enhanced retirement security
through tax-deferred benefits which will be payable on account of retirement,
death or other termination from employment or upon the occurrence of a change of
control over United Asset Management Corporation.

     1.3     NATURE OF THE PLAN. The Plan shall be maintained for the exclusive
benefit of covered employees and is intended to comply with the requirements of
the Internal Revenue Code of 1986, as amended, and regulations thereunder, and
other applicable laws, as such laws apply to deferred compensation plans that
are not intended to be "qualified plans" pursuant to Section 401(a) of the Code
and are maintained by employers which are not "eligible employers" within the
meaning of Section 457(e)(1) of the Code.  

     1.4     APPLICABILITY OF ERISA TO THE PLAN. For purposes of the Employee
Retirement Income Security Act of 1974, as amended, the Company and each
Participant intend that this Plan be considered an "unfunded" arrangement
(within the meaning of Sections 201, 301 and 401 of such Act) that is maintained
primarily to provide deferred compensation benefits for the Participants, each
of whom is a member of a select group of management or highly compensated
employees of the Company.

<PAGE>

     Section 2.  Definitions

     For purposes of the Plan, the following terms shall have the following
meanings:

     2.1     "ACCOUNT" means the unfunded memorandum account maintained on the
books of the Company to reflect the aggregate sum of all Allocations made on the
Participant's behalf, as adjusted for the Participant's cumulative share of any
income, gains and losses on the imputed investment of such Account pursuant to
the Plan and to reflect all distributions, expenses and other charges or
adjustments allocable to such Account.

     2.2     "ALLOCATION" means the amount, if any, credited from time to time
to a Participant's Account pursuant to Section 4.

     2.3     "BENEFICIARY" means the individual(s), trust(s), or estate entitled
to receive benefits under this Plan after the death of a Participant or another
Beneficiary.

     2.4     "BENEFIT" means the amount due a Participant or Beneficiary under
the Plan as determined under Subsection 6.1.

     2.5     "BOARD" means the board of directors of the Company; provided that
to the extent that powers, duties, responsibilities or discretionary acts under
this Plan are delegated, either specifically or generally, to the Compensation
Committee of the Board, "Board" shall mean such Compensation Committee for all
such purposes other than actions described in Section 2.6.

     2.6     "CHANGE OF CONTROL" means:

     (a)     The acquisition by any individual, entity or group (within the
meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Act")) (a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act) of 20 percent or more of either (i) the then
outstanding shares of the Stock or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of the directors (the "Outstanding Company Voting Securities");
provided, however, that


                                       -2-
<PAGE>

the following acquisitions shall not constitute a Change of Control:  (A) any
acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege); (B) any acquisition by the Company or by
any corporation controlled by the Company; (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (D) any acquisition by any corporation
pursuant to a consolidation or merger, if, following such consolidation or
merger, the conditions described in clauses (i), (ii), and (iii) of paragraph
(c) of this Subsection 2.6 are satisfied; or


     (b)     Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") ceasing for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination for election by
the Company's shareholders, was approved by a vote or resolution of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

     (c)     Adoption by the Board of a resolution approving an agreement of
consolidation of the Company with or merger of the Company into another
corporation or business entity in each case, unless, following such
consolidation or merger, (i) more than 60 percent of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
consolidation or merger and/or the combined voting power of the then outstanding
voting


                                       -3-
<PAGE>

securities of such corporation or business entity entitled to vote generally in
the election of directors (or other persons having the general power to direct
the affairs of such entity) is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Stock and Outstanding Company Voting
Securities immediately prior to such consolidation or merger in substantially
the same proportions as their ownership, immediately prior to such consolidation
or merger, of the Stock and/or Outstanding Company Voting Securities, as the
case may be, (ii) no Person (excluding the Company, any employee benefit plan
(or related trust) of the Company or such corporation or other business entity
resulting from such consolidation or merger and any Person beneficially owning,
immediately prior to such consolidation or merger, directly or indirectly, 35
percent or more of the Stock and/or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly, 35 percent or more
of, respectively, the then outstanding shares of common stock of the corporation
resulting from such consolidation or merger or the combined voting power of the
then outstanding voting securities of such corporation or business entity
entitled to vote generally in the election of its directors (or other persons
having the general power to direct the affairs of such entity) and (iii) at
least a majority of the members of the board of directors (or other group of
persons having the general power to direct the affairs of the corporation or
other business entity) resulting from such consolidation or merger were members
of the Incumbent Board at the time of the execution of the initial agreement
providing for such consolidation or merger; provided that any right which shall
vest by reason of the action of the Board pursuant to this paragraph (c) shall
be divested, with respect to any such right not already exercised, upon (A) the
rejection of such agreement of consolidation or merger by the



                                       -4-
<PAGE>

stockholders of the Company or (B) its abandonment by either party thereto in
accordance with its terms; or
     (d)     Adoption by the requisite majority of the whole Board, or by the
holders of such majority of stock of the Company as is required by law or by the
Certificate of Incorporation or By-Laws of the Company as then in effect, of a
resolution or consent authorizing (i) the dissolution of the Company or (ii) the
sale or other disposition of all or substantially all of the assets of the
Company, other than to a corporation or other business entity with respect to
which, following such sale or other disposition, (A) more than 60 percent of,
respectively, the then outstanding shares of common stock of such corporation
and/or the combined voting power of the outstanding voting securities of such
corporation or other business entity entitled to vote generally in the election
of directors (or other persons having the general power to direct the affairs of
such entity) is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially the same
proportions as their ownership, immediately prior to such sale or other
disposition, of the Stock and/or Outstanding Company Voting Securities, as the
case may be, (B) no Person (excluding the Company and any employee benefit plan
(or related trust) of the Company or such corporation or other business entity
and any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 35 percent or more of the Stock and/or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 35 percent or more of, respectively, the then
outstanding shares of common stock of such corporation and/or the combined
voting power of the then outstanding voting securities of such corporation or
other business entity entitled to vote generally in the election of


                                       -5-
<PAGE>

directors (or other persons having the general power to direct the affairs of
such entity) and (C) at least a majority of the members of the board of
directors (or other group of persons having the general power to direct the
affairs of such corporation or other entity) were members of the Incumbent Board
at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company; provided
that any right which shall vest by reason of the action of the Board or the
stockholders pursuant to this paragraph (d) shall be divested, with respect to
any such right not already exercised, upon the abandonment by the Company of
such dissolution, or such sale or other disposition of assets, as the case may
be.

     2.7     "CODE" means the Internal Revenue Code of 1986, as amended, and
including all regulations thereunder.

     2.8     "COMPANY" means United Asset Management Corporation.

     2.9     "COMPANY CONTRIBUTIONS" has the meaning defined in Qualified Plan
Section 1.11 or any successor thereto and applied in Qualified Plan Article 4 or
any successor thereto.

     2.10    "COMPENSATION" has the meaning provided in Qualified Plan Section
1.12 or any successor thereto, provided that no Participant's Compensation for
purposes of this Plan shall be subject to any limitations imposed under the Code
or under the Qualified Plan for purposes of complying with the Code, including
without limitation Code Section 401(a)(17) and the regulations thereunder.

     2.11    "EFFECTIVE DATE" means January 1, 1994.

     2.12    "ELIGIBLE EMPLOYEE" means an employee of the Company who meets all
of the following requirements: (a) the employee is eligible pursuant to Article
2 of the Qualified Plan to receive allocations of Company Contributions pursuant
to Article 4 of the Qualified Plan; (b) the


                                       -6-
<PAGE>

employee is designated by the Board as eligible to participate in this Plan; and
(c) the employee is a member of a select group of management or highly
compensated employees of the Company.  For purposes of this Plan, such "select
group" shall include only employees who hold the rank of vice president of the
Company or senior and whose Compensation exceeds the limit in effect from time
to time under Code Section 401(a)(17) or any successor thereto.

     2.13    "ELIGIBLE PARTICIPANT" means for any Plan Year each Participant who
is eligible pursuant to Article 4 of the Qualified Plan to receive an allocation
of Company Contributions made on account of such Plan Year.

     2.14    "ENTRY DATE" means the date specified as such by the Board with
respect to a Participant.  No Participant's Entry Date shall precede the
Effective Date.

     2.15    "LIQUIDITY FUND" means the investment fund, if any, created and
owned by the Company pursuant to Section 9.

     2.16    "MUTUAL FUND ELECTION" means the election available to each
Participant pursuant to Subsection 8.5(a).

     2.17    "NOTIONAL SHARES" means fictitious shares of the Company's common
stock that are equivalent in value at all times to shares of Stock.

     2.18    "NOTIONAL SHARES ELECTION" means the election available to each
participant pursuant to Subsection 8.5(b).

     2.19    "PARTICIPANT" means a present or former Eligible Employee who is or
has been enrolled in the Plan and who retains the right to receive a Benefit
under the Plan.

     2.20    "PLAN YEAR" has the meaning defined in Qualified Plan Section 1.29
or any successor thereto; provided that if no such term is therein defined at
any time, "Plan Year" shall mean the Company's fiscal year.


                                       -7-
<PAGE>

     2.21    "QUALIFIED PLAN" means the United Asset Management Corporation
Profit Sharing and 401(k) Plan, as amended from time to time, and any successor
thereto designated by the Board as such for purposes of this Plan.

     2.22    "RETIREMENT COMMITTEE" means the committee appointed pursuant to
Subsection 8.1.

     2.23    "SEPARATION FROM SERVICE" means the termination of a Participant's
employment for any reason, including the death of the Participant.

     2.24    "STOCK" means the Company's common stock, $.01 par value.

     2.25    "VALUATION DATE" means the date or dates in each Plan Year as of
which Accounts are valued pursuant to Subsection 8.4.

     2.26    "VESTING PERCENTAGE" means the percentage of a Participant's
Account which is nonforfeitable from time to time pursuant to Subsection 6.2.


     Section 3.  Participation

     3.1     ELIGIBILITY. Each Eligible Employee shall become a Participant on
his or her Entry Date.

     3.2     TERMINATION OF ELIGIBILITY. A Participant whose employment is
terminated for any reason or who otherwise ceases for any reason to be an
Eligible Employee shall remain a Participant in the Plan so long as he or she
retains the right to receive a Benefit under the Plan, but shall immediately
cease to be an Eligible Participant for purposes of receiving additional
Allocations under the Plan.


     Section 4. Allocations

     4.1     NO CONTRIBUTIONS PERMITTED.  This Plan is unfunded and the Company
shall not make any contributions hereunder.  Furthermore, no contributions by
Participants shall be required or permitted under this Plan.  Notwithstanding
the foregoing, the Company shall make such Allocations under this Plan, if any,
for a Plan Year as are determined by the Board in its


                                       -8-
<PAGE>

sole and absolute discretion.  All such Allocations for a Plan Year shall be
credited to the Accounts of the Eligible Participants for such Plan Year as
provided in Subsection 4.2.

     4.2     ALLOCATIONS TO ACCOUNTS.  On account of each Plan Year for which
the Board determines to make Allocations under this Plan, all Eligible
Participants in such Plan Year shall receive an Allocation credited to their
respective Accounts of an identical percentage (subject to the limitations
below) of their respective Compensations; provided that no Participant shall
receive an Allocation that exceeds the lesser of (a) 15 percent of his or her
Compensation for such Plan Year and (b) the amount of (i) $50,000 minus (ii) the
amount of any Company Contribution allocated to the Participant under the
Qualified Plan on account of such Plan Year.

     4.3     NO ALLOCATION OF FORFEITURES.  No forfeitures arising under this
Plan shall be allocated to any Participant.

     4.4     RESPONSIBILITY FOR BENEFIT PAYMENTS.  Although the Company will not
make any contributions under this Plan, it shall be responsible for paying all
Benefits as and when they fall due under the Plan.


     Section 5.  Time of Benefit Payment

     5.1     ELIGIBILITY FOR PAYMENT.  Benefits shall be paid from the Plan only
upon the occurrence of one or both of the following events: (a) Separation from
Service and (b) Change of Control.

     5.2     BENEFIT COMMENCEMENT DATE.

     (a)     TIME OF COMMENCEMENT.  Unless a Participant or Beneficiary (as the
case may be) has made a timely election to defer benefits with the approval of
the Retirement Committee pursuant to paragraph (b) of this Subsection 5.2, the
Participant's benefits under this Plan shall be paid 60 days after the earlier
of (i) the date of the Participant's Separation from Service and (ii) the date
on which a Change of Control occurs.  Notwithstanding the foregoing, at any time
after a Participant's Separation from Service and prior to the earlier of (i)
payment of the Participant's Benefit pursuant to this Subsection 5.2 and (ii)
the date on which a Change of


                                       -9-
<PAGE>

Control occurs, the Company may elect unilaterally to defer payment of all or
any portion of the Participant's Benefit until the next January following the
Participant's Separation from Service if the Participant was a "covered
employee" within the meaning of Code Section 162(m) at the time of his or her
Separation from Service.  Any such election by the Company may be made by either
the Board, the Retirement Committee or the Company's chief executive officer,
and shall be evidenced in writing and sent to the Participant (at his or her
last known address).

     (b)     BENEFIT COMMENCEMENT ELECTION. Subject to the Retirement
Committee's approval, a Participant or Beneficiary may make a one-time
irrevocable election to defer payment of benefits to any determinable date
beyond 60 days after the Participant's Separation from Service or the date on
which a Change of Control occurs; provided that such election is made on the
form prescribed by the Retirement Committee and is received by the Retirement
Committee within 30 days after the Participant's Separation from Service or the
date on which a Change of Control occurs (as the case may be).  The Retirement
Committee shall have absolute discretion to approve, disapprove or modify before
approving any such election to defer benefits.


     Section 6.  Amount of Benefit Payment

     6.1     AMOUNT OF BENEFIT.  A Participant's Benefit under the Plan (and the
Benefit of anyone claiming through the Participant, including without limitation
any Beneficiary) shall equal the vested balance (as determined pursuant to
Subsections 6.2 and 8.4) of the Participant's Account.

     6.2     VESTED BALANCE.  The vested balance of a Participant's Account
shall equal at any time the balance of such Account at such time multiplied by
the Participant's Vesting Percentage at such time.  The Participant's Vesting
Percentage at any time prior to the occurrence of a Change of Control shall
equal the nonforfeitable percentage that the Participant is (or would be)
entitled to at such time under Qualified Plan Article 6, or any successor
thereto, in an account for Company Contributions.  The Participant's Vesting
Percentage at any time on and after the date on which a Change of Control occurs
shall always be 100 percent.


                                      -10-
<PAGE>

     6.3     FORFEITURES.  Any balance of a Participant's Account that is not
vested pursuant to Subsection 6.2 when the Participant's Benefit is paid shall
be forfeited at such time and shall always remain the sole property of the
Participant's Participating Employer.


     Section 7.  Form and Medium of Benefit Payments.

     7.1     BENEFIT FORM AVAILABLE.  Except to the extent that the Company
exercises its discretion pursuant to Subsection 5.2(a), all Benefits under the
Plan shall be paid in one lump sum.

     7.2     MEDIUM OF PAYMENT.

     (a)     UNDER MUTUAL FUND ELECTION.  Subject to the Retirement Committee's
approval, the portion of any Benefit for which the Mutual Fund Election of
Subsection 8.5(a) is in effect at the time of payment shall be paid in cash
(equal to the value of such portion of the Benefit as of the final Valuation
Date on or before the date of payment) or in kind (by distribution of assets in
the Liquidity Fund, or otherwise owned by the Company, representing such portion
of the Benefit), or in any combination thereof, at the recipient's election;
provided that such election is made on a form prescribed by the Retirement
Committee and is received by the Retirement Committee by such date as the
Retirement Committee may set.  The Retirement Committee shall have absolute
discretion to approve, disapprove or modify before approving any such election
of payment medium.

     (b)     UNDER NOTIONAL SHARES ELECTION.  The portion of any Benefit for
which the Notional Shares Election of Subsection 8.5(b) has been made shall be
paid by the distribution of shares of Stock equal in number to the Notional
Shares representing such portion of the Benefit as of the date of payment;
provided, however, that the aggregate number of shares of Stock that are to be
distributed under the Plan shall not exceed 50,000, subject to adjustment by the
Retirement Committee to equitably reflect the effects of any stock splits, stock
dividends, stock combinations, recapitalizations and other similar changes in
the capital structure of the Company after the Effective Date.  At the Company's
sole option, such Stock may either be issued or


                                      -11-
<PAGE>

purchased by the Company for delivery to the recipient.  The Company shall
register all shares of Stock distributed under the Plan for resale pursuant to
applicable securities laws.  Except to the extent that shares of Stock may not
be distributed because of the foregoing limit of this paragraph, no payment in
cash or other property shall be made of any part of the Notional Shares Election
portion of any Participant's Benefit.


     Section 8.  Plan Administration

     8.1     RETIREMENT COMMITTEE.  The Plan shall be administered by a
Retirement Committee consisting of one or more members appointed by the Board,
and shall be the committee serving from time to time as the Administrative
Committee of the Qualified Plan unless a different appointment is then in effect
under this Plan.  Each member shall serve at the pleasure of the Board.  The
Retirement Committee shall act by majority decision of its members; provided
that any one or more members may act singly to perform any ministerial act on
behalf of the Committee.  The Committee shall have responsibility for the
operation and administration of the Plan and shall have the power and authority
to adopt, interpret, alter, amend or revoke all forms, rules and regulations
necessary to administer the Plan, to interpret all provisions of the Plan and
determine all questions of eligibility for participation in and benefits under
the Plan and all other issues of administration, and to delegate ministerial
duties and employ such outside professionals as may be required for prudent
administration of the Plan.  The Retirement Committee shall also have the
authority to enter into agreements on behalf of any Participating Employer as
necessary to implement this Plan.  The members of the Retirement Committee, if
otherwise Eligible Employees, may participate in the Plan, but shall not make
decisions of the Committee solely with respect to their own benefits.

     8.2     INDEMNIFICATION. The Company  shall indemnify and save harmless any
individual acting as a member of the Retirement Committee or in any other
fiduciary capacity from, against, for and in respect of any and all damages,
losses, obligations, liabilities, liens, deficiencies, attorneys' fees, costs
and expenses incident to the performance of such person's duties unless


                                       -12-
<PAGE>

resulting from the gross negligence, willful misconduct, or lack of good faith
of such individual.  Such indemnification shall apply to any such individual
even though at the time liability is imposed the individual was no longer acting
in a fiduciary capacity or as a member of the Retirement Committee.

     8.3     OWNERSHIP OF ASSETS. All amounts allocated under this Plan, all
property and rights purchased with such amounts, and all income attributable to
such amounts, property or rights shall remain (until made available to the
Participant or Beneficiary or the occurrence of a Change of Control) solely the
property and rights of the Company (without being restricted to the provision of
benefits under this Plan) and shall be subject to the claims of the general
creditors of the Company.  No trust is created under this Plan and it is not
otherwise funded in any manner.  No Participant or Beneficiary shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Company or any benefit Account maintained under the Plan prior to the time such
assets are distributed as a Benefit, and all rights created under the Plan shall
be mere unsecured contractual rights.  Notwithstanding the foregoing, nothing in
this Plan shall be construed to prohibit any one or more Participants or
Beneficiaries from purchasing insurance to protect against loss on account of
the provisions of this Subsection 8.3, and the Company shall cooperate in any
effort to obtain such insurance; provided that any such insurance shall be
obtained, owned and paid for solely by the insured persons and not by the
Company.

     8.4     ACCOUNTS AND EXPENSES. The Retirement Committee shall establish and
maintain an unfunded bookkeeping Account on behalf of each Participant and
surviving Beneficiary who is awaiting or receiving payment of a Benefit under
the Plan.  Accounts shall be valued at least once each Plan Year on the
Valuation Date or Dates determined by the Retirement Committee, and each
Participant (or surviving Beneficiary) shall receive written notice of his or
her Account balance following such valuation.  Account balances shall reflect
the cumulative Allocation amounts and any earnings or losses attributable to the
deemed investment of such amounts pursuant to Subsection 8.5, and shall be
reduced by (a) administrative, investment and other fees, in such amounts and at
such times as the Retirement Committee deems appropriate for the


                                      -13-
<PAGE>

maintenance of this Plan and (b) benefits paid to or on behalf of the
Participant and/or anyone claiming through the Participant (including without
limitation any Beneficiary).  Notwithstanding the foregoing, the Company shall
have the discretion, but not the obligation, to pay all or any portion of the
fees and expenses incurred in administering the Plan.

     8.5     INVESTMENTS.

     (a)     MUTUAL FUND ELECTION.

     (i)     THE ELECTION.  Each Participant may elect to have all or any
portion of his or her Allocations under the Plan be deemed to be invested in one
or more mutual funds selected by the Participant.  All such elections shall be
made on a form prescribed by the Retirement Committee and shall be subject to
the following requirements and restrictions:

     (1)     A maximum of three mutual funds may be utilized by any Participant
at any one time;

     (2)     The Participant may change his or her designated funds and mix of
investments among such funds a maximum of once during each Plan Year;

     (3)     The availability of any particular mutual fund shall be subject to
the Retirement Committee's sole discretion; and

     (4)     No election shall be effective until it is received and approved by
the Retirement Committee.

     (ii)    THE INVESTMENT.  The deemed investment in or sale of a mutual fund
pursuant to a Participant's election shall be made at the daily value of such
fund on the next business day after the Retirement Committee approves the
election.

     (iii)   INVESTMENT EXPENSES.  All loads, fees, commissions, and sales
charges and the like that would have been paid on such deemed mutual fund
investments shall be deducted from the Participant's Account unless the Company,
in its sole discretion, elects to waive such deductions.


                                      -14-
<PAGE>

     (iv)    INCOME REINVESTMENT.  The pre-tax amount of all dividends and other
income that would be realized on such deemed investments shall be deemed to be
reinvested in each mutual fund.

     (v)     CALCULATION OF ACCOUNT BALANCE.  The value of the portion of a
Participant's Account for which the Mutual Fund Election is in effect at any
Valuation Date shall equal the daily value of the deemed mutual fund holdings of
such Account on such Valuation Date (or on the last previous business day if
such Valuation Date is not a business day).  Such deemed holdings shall reflect
all deductions and deemed reinvestment of income, if any, made pursuant to this
Paragraph (a) of Subsection 8.5.

     (b)     NOTIONAL SHARES ELECTION.


     (i)     THE ELECTION.  Each Participant may elect to have all or any
portion of his or her Allocations under the Plan (including all or any portion
of his or her existing Account that was previously invested under the Mutual
Fund Election) be deemed to be invested in Notional Shares.  All such elections
shall be made on a form prescribed by the Retirement Committee and shall be
subject to the following requirements and restrictions:

     (1)     The election with respect to any Allocations made for a Plan Year
and/or any portion of an existing Account previously invested under the Mutual
Fund Election shall be received by the Retirement Committee on or before June 30
of such Plan Year for a deemed investment (or reinvestment) in Notional Shares
as of the last day of such Plan Year (provided that elections made for the Plan
Year ending December 31, 1994 were made on or before such date and shall be
deemed to be invested in Notional Shares as of June 30, 1995); 

     (2)     No investment or reinvestment in Notional Shares will be made to
the extent that the Retirement Committee determines that such action would
likely result in more Notional Shares being credited to Accounts under the Plan
than could be paid out as shares of Stock pursuant to paragraph (b) of
Subsection 7.2; 

     (3)     To the extent that a Notional Shares Election cannot be carried out
because of clause (2) above, it will be deemed to be a Mutual Fund Election; and


                                      -15-
<PAGE>

     (4)     Once made, investment of an Allocation or reinvestment of any
portion of an existing Account in Notional Shares is irrevocable.

     (ii)    THE INVESTMENT.  As of the date that any deemed investment in
Notional Shares takes place, the number of Notional Shares credited to the
Participant's Account shall be determined by dividing the amount of the
Allocation to be invested and/or the value of the Account to be reinvested by
the closing price of the Stock on its principal trading exchange as of such date
(or on the last previous business day if such date is not a business day), with
any resulting fractional Notional Share rounded up to the next whole Share.

     (iii)   NO INVESTMENT EXPENSES.  No loads, commissions, fees, or other
sales charges or the like shall be deducted from a Participant's Account with
respect to such deemed investments in Notional Shares.

     (iv)    DIVIDEND REINVESTMENT.  The pre-tax amount of all dividends that
would have been declared on the Notional Shares credited to a Participant's
Account (if such shares were shares of Stock) shall be deemed to be reinvested
in additional Notional Shares at the closing price of the Stock on its principal
trading exchange on the dividend payment date, with any resulting fractional
Notional Share rounded up to the next whole Share.

     (v)     CALCULATION OF ACCOUNT BALANCE.  The value of the portion of a
Participant's Account for which the Notional Shares Election is in effect at any
Valuation Date shall equal the closing price of the Stock on its principal
trading exchange on such Valuation Date (or on the last previous business day if
such Valuation Date is not a business day) multiplied by the number of Notional
Shares credited to such Account.


             Section 9.  Liquidity Fund

     9.1     MAINTENANCE OF LIQUIDITY FUND.  The Company at its sole option may
from time to time maintain liquid assets representing all or any portion of the
value of Accounts invested pursuant to Mutual Fund Elections.



                                      -16-
<PAGE>

     9.2     INVESTMENT OF LIQUIDITY FUND.  Any Liquidity Fund maintained
pursuant to Subsection 9.1 shall be invested at the discretion of the Retirement
Committee; provided, however, that it is the intent of the Plan that any such
Liquidity Fund be invested generally in the same kinds and numbers of mutual
fund shares as the Participants' Accounts are deemed to be invested in from time
to time pursuant to the Mutual Fund Elections.

     9.3     STATUS OF LIQUIDITY FUND.  Any Liquidity Fund maintained pursuant
to Subsection 9.1 shall not be held in trust for any Participant or Beneficiary
and shall in all respects remain subject to the provisions of Subsection 8.3.


     Section 10.  Amendment and Termination

     10.1    AMENDMENT. The Company shall have the right to amend this Plan, at
any time and from time to time, in whole or in part; provided, however, that no
amendment (a) may reduce the vested balance of any Participant's Account as of
the date of such amendment or (b) except with the approval of the holders of the
Company's capital stock entitled to vote on such matters, (i) materially
increase benefits accruing under the Plan to Participants, (ii) materially
modify the requirements as to eligibility for participation in the Plan, or
(iii) increase the limit specified in paragraph (b) of Subsection 7.2.

     10.2    TERMINATION. Although the Company has established this Plan with a
bona fide intention and an expectation to maintain the Plan indefinitely, the
Company may terminate or discontinue this Plan in whole or in part at any time
without any liability for such termination or discontinuance; provided, however,
that no such termination or discontinuance may reduce the vested balance of any
Participant's Account as of the date of such termination or discontinuance. 
Upon termination or discontinuance of the Plan, all Allocations shall cease.  At
the Retirement Committee's sole discretion, the vested portion of all Accounts
shall be either distributed immediately as Benefits or retained until each
Participant has a Separation from Service or a Change of Control occurs, and
Benefits shall thereafter be paid pursuant to Sections 5 through 7 of the Plan,
as then in effect. 


                                      -17-
<PAGE>


     Section 11.  Miscellaneous

     11.1    LIMITATIONS OF RIGHTS; EMPLOYMENT RELATIONSHIP. Neither the
establishment of this Plan nor any modification thereof, nor the creation of any
fund or account, nor the payment of any benefits, shall be construed as giving a
Participant or any other person any legal or equitable right against the Company
except as provided in this Plan.  In no event shall the terms of employment of
any employee be modified or in any way be affected by the Plan.

     11.2    DETERMINATION OF BENEFITS, CLAIMS, PROCEDURE AND ADMINISTRATION. 

     (a)     CLAIM. A person who believes that he or she is being denied a
benefit to which he or she is entitled under the Plan (hereinafter referred to
as a "Claimant") may file a written request for such benefit with the Company,
setting forth his or her claim.  The request must be addressed to the Retirement
Committee in care of the Company at its then principal place of business.

     (b)     DECISION ON CLAIM. Upon receipt of a claim, the Retirement
Committee shall advise the Claimant that a reply will be forthcoming within 90
days and shall, in fact, deliver such reply within such period.  The Retirement
Committee may, however, extend the reply period for an additional 90 days for a
reasonable cause.  

     If the claim is denied in whole or in part, the Retirement Committee shall
adopt a written opinion, using language calculated to be understood by the
Claimant, setting forth:

     (i)     The specific reason or reasons for such denial 

     (ii)    The specific reference to pertinent provisions of the Plan on which
such denial is based

     (iii)   A description of any additional material or information necessary
for the Claimant to perfect his or her claim and an explanation of why such
material or such information is necessary


                                      -18-
<PAGE>

     (iv)    Appropriate information as to the steps to be taken if the Claimant
wishes to submit the claim for review

     (v)     The time limits for requesting a review and for completing any such
review.

     (c)     REQUEST FOR REVIEW. Within 60 days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the chief executive officer of the Company (or his designee) review
the determination of the Retirement Committee. Such request must be addressed to
the chief executive officer of the Company, at the Company's then principal
place of business.  The Claimant or his or her duly authorized representative
may, but need not, review the pertinent documents and submit issues and comments
in writing for consideration by the chief executive officer or his designee.  If
the Claimant does not request a review of the Retirement Committee's
determination by the chief executive officer of the Company within such 60-day
period, he or she shall be barred and estopped from challenging the Retirement
Committee's determination.

     (d)     REVIEW OF DECISIONS. Within 60 days after receipt of a request for
review, the chief executive officer of the Company or his designee shall review
the Retirement Committee's determination.  After considering all materials
presented by the Claimant the chief executive officer or his designee shall
render a written opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for a decision and containing
specific references to the pertinent provisions of the Plan on which the
decision is based.  If special circumstances require that the 60-day time period
be extended, the chief executive officer or his designee shall so notify the
Claimant and shall render the decision as soon as possible, but not later than
120 days after receipt of the request for review.

     11.3    DESIGNATION OF BENEFICIARY.  Each Participant (and each surviving
Beneficiary who is awaiting payment of benefits under the Plan) shall have the
right to designate a Beneficiary, and to amend or revoke such designation at any
time.  Each such designation, amendment or revocation shall be made on the form
prescribed by the Retirement Committee, and shall be effective only upon receipt
by the Retirement Committee.  If no designated


                                      -19-
<PAGE>

beneficiary survives the Participant (or a surviving Beneficiary) and benefits
are payable following the Participant's (or surviving Beneficiary's) death, the
Retirement Committee shall direct that payment of benefits be made to the person
or persons in the first of the following classes of successive preference
Beneficiaries:

     (a)     Spouse

     (b)     Descendants, Per Stirpes

     (c)     Parents

     (d)     Siblings

     (e)     Estate

     11.4    NON-ASSIGNABILITY OF BENEFITS.  Neither the Participant nor his or
her Beneficiary nor any other beneficiary under the Plan shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable hereunder, which are expressly declared to be
nonassignable and non-transferable.  Any such attempted assignment or transfer
shall be void.  No amount payable under the Plan shall, prior to actual payment
thereof, be subject to seizure by any creditor of any such person for the
payment of any debt, judgment or other obligation, by a proceeding at law or in
equity, or be transferable by operation of law in the event of the bankruptcy,
insolvency, divorce or death of the Participant, his or her designated
Beneficiary or any other beneficiary under this Plan.  

     11.5    FACILITY OF PAYMENTS.  In the event that the Retirement Committee
shall determine that any person to whom a benefit is payable under the Plan is
unable to care for his or her affairs because of illness or accident, or is
otherwise mentally or physically incompetent, or unable to give a valid receipt,
the Committee may cause the payment becoming due to be paid to the person's
spouse, child, grandchild, parent, brother or sister, or to any appropriate
individual appointed by a court of competent jurisdiction, or to any person
deemed by the Committee to have incurred expense for such person otherwise
entitled to payment.

     11.6    OBLIGATIONS TO WITHHOLD AND PAY TAXES.  Each Participant or other
recipient of benefits under the Plan shall be liable for all tax obligations, if
any, with respect to any sum


                                      -20-
<PAGE>

received pursuant to the Plan and for accurately reporting and paying in full
all such taxes to the appropriate federal, state and local authorities.  The
Company shall have the right to deduct and withhold from any payment due under
the Plan or from other amounts owed to or with respect to the Participant all
withholding taxes and other amounts required by law.

     11.7    REPRESENTATIONS. The Company makes no representation or guarantee
that any particular federal or state income, payroll, personal property or other
tax consequence will result from participation in this Plan.  A Participant
should consult with professional tax advisors to determine the tax consequences
of his or her participation.  Furthermore, the Company makes no representation
or guarantee of the successful investment of any Allocations, nor shall the
Company be required to repay any loss which may result from such investment or
lack of investment.  

     11.8    SEVERABILITY. If a court of competent jurisdiction holds any
provision of this Plan to be invalid or unenforceable, the remaining provisions
of the Plan shall continue to be fully effective.

     11.9    APPLICABLE LAW. This Plan shall be governed by and construed in
accordance with applicable federal law and, to the extent not preempted by such
federal law, the laws of the Commonwealth of Massachusetts applicable to
contracts that are made and to be wholly performed in such Commonwealth.


     IN WITNESS WHEREOF, the Company has caused this Plan to be executed under
seal by its duly authorized representative this 29th day of March, 1995.

                                                  UNITED ASSET MANAGEMENT
                                                  CORPORATION


                                                  By: /s/ William H. Park
                                                     ___________________________
                                                     William H. Park
                                                     Executive Vice President


                                      -21-