<PAGE>

                          UNITED ASSET MANAGEMENT CORPORATION

                     AMENDED AND RESTATED 1994 STOCK OPTION PLAN


                                       PREAMBLE

    The plan (the "Plan") comprises three subplans: Subplan A covers options 
to be granted to any key employees, including officers, and any non-employees 
(other than directors) who provide important services to United Asset 
Management Corporation, a Delaware corporation ("UAM") or any of its 
subsidiaries or parents.  Subplan B covers options to be granted to employees 
of UAM or of its subsidiaries who are subject to the income tax laws of the 
United Kingdom, to the extent that such options can be granted with favorable 
income tax treatment under such United Kingdom laws.  Subplan C covers 
options to be granted to non-employee directors of UAM.

    Subject to the adjustments provided in the Plan, the aggregate number of 
shares of Common Stock of UAM which may be issued and sold pursuant to 
incentive stock options (as defined below) granted under Subplan A or Options 
(as defined below) granted under Subplan B of the Plan shall not exceed 
11,900,000 shares of Common Stock (as defined below), which may be either 
authorized but unissued shares or treasury shares.  Except as provided below, 
the aggregate number of shares of Common Stock which may be issued and sold 
pursuant to non-incentive stock options (as defined below) granted under 
Subplan A or Subplan C of the Plan shall not exceed the number of shares 
specified in the preceding sentence (subject to the adjustments provided in 
the Plan), less (1) the number of shares issued pursuant to Subplan A 
incentive stock options and Subplan B Options and (2) the number of shares 
underlying outstanding Subplan A incentive stock options and Subplan B 
Options.  Notwithstanding the foregoing, additional shares of Common Stock 
may be issued and sold pursuant to non-incentive stock options granted under 
Subplan A or Subplan C in amounts up to the number of additional shares 
reserved for such purpose from time to time under one or more written 
resolutions adopted by the Committee (as defined below).  The additional 
shares of Common Stock that the Committee may reserve for non-incentive stock 
options pursuant to the preceding sentence shall meet the following 
requirements:  (1) all such additional shares must have been reacquired by 
UAM for not more than their fair market value at the time of reacquisition 
and (2) as of the date of the Committee's resolution to reserve the 
additional shares, the cumulative amount received in cash by UAM upon the 
exercise of options granted under the Plan shall not be less than the 
aggregate amount paid for the reacquired shares that are included in such 
resolution or in any prior resolution to reserve additional shares.    If any 
option granted under the Plan shall terminate or expire without being fully 
exercised, the shares which have not been purchased will again become 
available for purposes of the Plan.

--------------------
1 Of these 11,900,000 total shares, 6,400,000 were originally reserved under 
the Plan by action of the shareholders in 1w994 and 5,500,000 have been 
reserved under the amended and restated Plan by action of the shareholders in 
1997.

<PAGE>

                   Subplan A--U.S. Subplan Portion of the 
                 Amended and Restated 1994 Stock Option Plan

1.   Purpose of Subplan A

     The purpose of this Subplan A is to encourage key employees, including 
officers, of UAM and any present or future subsidiary and parent of UAM 
(hereinafter collectively referred to as the "Company") as well as 
non-employees (other than directors of UAM) who provide important services to 
the Company to acquire shares of common stock of UAM, $.01 par value per 
share (the "Common Stock"), and thereby increase their proprietary interest 
in the Company's success and provide an added incentive to remain in the 
employ of the Company. For purposes of this Subplan A, the words parent and 
subsidiary shall be interpreted in accordance with Section 422 and Section 
424 of the Internal Revenue Code of 1986, as from time to time amended (the 
"Code").  It is intended that options granted under this Subplan A shall 
constitute either "incentive stock options" within the meaning of Section 422 
of the Code, or "non-incentive stock options", as determined by the Committee 
named in Section 3 of this Subplan in its sole discretion and indicated on 
each form of option grant (the "Option Grant"), and the terms of this Subplan 
and the Option Grants shall be construed accordingly.

2.   Shares Reserved Under Subplan A

     Subject to the adjustment provided in Section 9, the aggregate number of 
shares of Common Stock which may be issued and sold pursuant to options 
granted under this Subplan A of the Plan shall be determined in accordance 
with the Preamble above.

3.   Administration

     Except to the extent otherwise provided in Subplan B, the Plan shall be 
administered by a committee (the "Committee") consisting of not less than 
three (3) members of the Board of Directors of UAM (the "Board").  Each of 
the members of the Committee shall be a person who in the opinion of counsel 
to the Company is (i) a "non-employee" as such term is used in Rule 16b-3 
promulgated under the Securities Exchange Act of 1934, as amended (the 
"Act"), and (ii) an "outside director" as such term is used in Treasury 
regulation Section 1.162-27(e) (3) under Section 162(m) of the Code.  The 
Committee shall be appointed by, and shall serve at the pleasure of, the 
Board of Directors.  A majority of the members present at any meeting at 
which a quorum is present, and any acts approved in writing by all the 
members of the Committee without a meeting, shall constitute the acts of the 
Committee.  The Committee shall have the powers granted to it in Sections 3, 
4, 5, 7 and 8 of this Subplan A.  The Committee is authorized to interpret 
this Subplan A and, subject to the provisions of the Subplan, to prescribe, 
amend, and rescind rules and regulations relating thereto.  The Committee is 
further authorized, subject to the express provisions of this Subplan A, to 
alter or amend the form of Option Grant attached hereto as Exhibit A and to 
make all other determinations necessary or advisable in the administration of 
the Subplan.  The interpretation and administration by the Committee of any 
provisions of this Subplan A and the Option Grant shall be final and 
conclusive on all persons having any interest therein.

                                      2

<PAGE>

     Notwithstanding any other provision of this Plan, if the Committee 
determines that a person to whom an option may be granted under this Subplan 
A will neither be a "covered employee" within the meaning of Section 162(m) 
of the Code nor an employee subject to the short-swing profits rules of 
Section 16(b) of the Act at any time from the date of grant until the end of 
the term of any option which could be granted under this Subplan A at the 
time of such determination, such options may be granted to such person by a 
committee consisting of any number of members of the Board, any or all of 
whom would not then be eligible to serve on the Committee.  With respect to 
all options referred to in this paragraph, the committee referred to in this 
paragraph shall have all powers otherwise granted to the Committee in 
Sections 3, 4, 5, 7 and 8 of this Subplan A, but the committee referred to in 
this paragraph shall not otherwise administer this Subplan A.

     No members of the Committee or of any committee referred to in the 
preceding paragraph or of the Board shall be held liable for any action or 
determination made in good faith with respect to the Plan, this Subplan A, or 
any option granted hereunder.

4.   Option Grants

     Options to purchase shares of Common Stock under this Subplan A may be 
granted to key employees (including officers and directors who are employees) 
of the Company and to non-employees who provide important services to the 
Company. The term "Employee" will include, for purposes of this Subplan A key 
employees as well as such non-employees who provide important services to the 
Company.  In selecting the Employees to whom options will be granted and in 
deciding how many shares of Common Stock will be subject to each option, the 
Committee shall give consideration to the importance of an Employee's duties, 
to his experience with the Company, to his future value to the Company, to 
his present and potential contribution to the success of the Company, and to 
such other factors as the Committee may deem relevant.  Subject to the 
express provisions of the Plan and the form of Option Grant incorporated 
herein by reference as from time to time altered or amended, the Committee 
shall have authority to determine with respect to each Option Grant the 
number of installments, the number of shares of Common Stock in each 
installment, and the exercise dates, and, to the extent not inconsistent with 
the applicable provisions of the Code, if any, may specify additional 
restrictions and conditions for any Option Grant.  Each incentive stock 
option shall expire not later than ten years from the date of the grant of 
such option.

     Except as provided in Section 7 of this Subplan A, no incentive stock 
option may be granted to any Employee who, at the time such option is granted 
owns stock possessing more than 10 percent of the total combined voting power 
of all classes of stock of the Company within the meaning of Section 422 of 
the Code.  Non-employees who provide services to the Company shall not be 
eligible to receive incentive stock options under the Plan. The date of grant 
of an option under this 

                                      3

<PAGE>

Subplan A shall be the date the Committee votes to grant the option, but no 
optionee shall have the right to exercise his option until the Company has 
executed and delivered the Option Grant to such optionee.  Each option 
granted under this Subplan A shall be evidenced by and subject to the terms 
and conditions of the Option Grant which is incorporated into the Plan by 
reference as from time to time altered or amended.

     No incentive stock option may be transferred by the optionee, other than 
by will or the laws of descent and distribution.  An incentive stock option 
can be exercised during such individual's life only by him.  Notwithstanding 
the foregoing, the Committee may grant non-incentive stock options under this 
Subplan A or under Subplan C that are transferable (subject to any terms and 
conditions imposed by the Committee) by the optionee, either directly or in 
trust, to one or more members of the optionee's family.  Following any 
transfer permitted pursuant to this paragraph, of which the optionee has 
notified the Committee in writing, such option may be exercised by the 
transferee(s), subject to all terms and conditions of the Option Grant.  For 
these purposes, the members of the optionee's family are only the optionee's: 
(i) spouse; (ii) lineal descendants; (iii) lineal ancestors; and (iv) 
siblings and spouses and children of such siblings.

5.   Option Price

     The price per share at which each option granted under this Subplan A 
may be exercised shall be determined by the Committee subject to the 
provisions of this Section 5.  In the case of an incentive stock option, the 
exercise price shall not be less than the fair market value per share on the 
date of the grant, as determined by the Committee in accordance with 
applicable provisions of the Code then in effect.  In the case of a 
non-incentive stock option, the exercise price shall not be less than 50% of 
the fair market value per share on the date of grant, as so determined.  In 
no event shall the option price per share for any option under the Plan be 
less than the par value per share.

6.   Limitation on Amount

     The aggregate fair market value (determined at the time the option is 
granted) of the stock with respect to which incentive stock options are 
exercisable for the first time by an individual during any calendar year 
under all plans of the Company shall not exceed $100,000.  To the extent that 
the aggregate value of such options (determined in the order in which they 
were granted) exceeds such amount, such options shall be treated as 
non-incentive stock options.

     The maximum number of shares with respect to which any options may be 
granted under the Plan (including this Subplan A, to any individual during 
any single calendar year shall be 300,000 shares.

7.   Special Rule for 10 Percent Shareholders

     The Committee may grant incentive stock options under this Subplan A to 
Employees who own more than 10 percent of the combined voting stock of the 
Company if (i) at the time of the Option Grant the price per share at which 
the option may be exercised is at least 110 percent of the fair market value 
of the stock subject to the option and (ii) such option is not exercisable 
after the expiration of five years from the date such option is granted.

8.   Non-Incentive Stock Options

                                      4

<PAGE>

     Notwithstanding the provisions of Sections 4, 5, 6 and 7 of this Subplan 
A, the Committee may grant options which in one or more respects do not meet 
the requirements for incentive stock options established by Section 422 of 
the Code. The Committee shall indicate on each Option Grant whether an 
incentive stock option within the meaning of Section 422 of the Code or a 
non-incentive stock option is thereby granted.

     Except as otherwise provided in this Subplan A, the Committee, in its 
sole discretion, shall establish the terms and conditions for each 
non-incentive stock option which it grants.  Such terms and conditions may, 
but need not, include some or all of the provisions of Sections 4, 5, 6 and 7 
of this Subplan A with respect to incentive stock options.  If the Committee 
grants an option which in all respects meets the requirements for incentive 
stock options it may nonetheless designate such option a non-incentive stock 
option on the Option Grant.

9.   Adjustment of Shares Reserved Under the Plan

     The aggregate number and kind of shares reserved under the Plan, the 
maximum number of shares as to which options may be granted to any individual 
and the option price per share shall be appropriately adjusted by the Board 
in the event of any recapitalization, stock split, stock dividend, 
combination of shares, or other similar change in the capitalization of the 
Company, but no adjustment in the option price shall be made which would 
reduce the option price per share to less than the par value per share, and 
any adjustment in the option price for options granted under Subplan B of the 
Plan shall be subject to the requirements of Rule 5 of Subplan B.

10.  Dissolution or Reorganization

     Prior to a dissolution, liquidation, merger, consolidation, or 
reorganization of the Company (the "Event"), the Board may decide to 
terminate each outstanding option granted under this Subplan A.  If the Board 
so decides, such option shall terminate as of the effective date of the 
Event, but the Board shall suspend the exercise of all outstanding options a 
reasonable time prior to the Event, giving each optionee not less than 
fourteen days written notice of the date of suspension, prior to which an 
optionee may purchase in whole or in part the shares available to him as of 
the date of receipt of the notice.  If the Event is not consummated, the 
suspension shall be removed and all options shall continue in full force and 
effect, subject to the terms of their respective Option Grants.

11.  Amendment and Termination of Plan and Subplan A

     The Board may amend, suspend, or terminate the Plan and/or this Subplan 
A, including the form of Option Grant incorporated herein by reference.  No 
such action, however, may, without approval or ratification by the 
shareholders, increase the maximum number of shares reserved under the Plan 
except as provided in Section 9 of this Subplan A, Rule 5 of Subplan B, or 
Section 8 of Subplan C, alter the class or classes of individuals eligible 
for options, or make any other change which, pursuant to the Code or 
regulations thereunder or Section 16(b) of the Act and the rules and 
regulations promulgated thereunder, requires action by the shareholders.  No 
such action may, without the consent of the holder of the option, alter or 
impair any option previously granted. 

                                      5

<PAGE>

     In any event, the Plan shall terminate 10 years from the date of 
adoption of the amended and restated Plan by the Board of Directors, or if 
earlier, from the date of its approval by the shareholders.  Any shares 
remaining under the Plan at the time of termination which are not subject to 
outstanding options and any shares which thereafter become available because 
of the expiration or termination of an option shall cease to be reserved for 
purposes of the Plan.

12.  Right to Terminate Employment

Nothing contained herein or in any Option Grant executed pursuant hereto 
shall restrict the right of the Company to terminate the employment of any 
optionee at any time. 13.  Date of Adoption      The date of adoption of this 
amended and restated Plan by the Board is January 20, 1997.

13.  Date of Adoption

     The date of adoption of this amended and restate Plan by the Board is 
Juanuary 20, 1997.

14.  Date of Approval

The date of approval of this amended and restated Plan by the shareholders 
and the Plan's effective date is May 15, 1997.






                                      6


<PAGE>

                     Subplan B - UK Subplan Portion of
              Amended and Restated 1994 Stock Option Plan

            RULES OF THE UNITED ASSET MANAGEMENT CORPORATION
            ------------------------------------------------

                   EMPLOYEE SHARE OPTION SCHEME
                   ----------------------------

1.   DEFINITIONS
     -----------

In this Scheme (hereinafter sometimes referred to as the "UK Subplan"), 
unless the context otherwise requires, the following words and expressions 
shall have the following meanings:

"Act"                    the U.S. Securities Exchange Act of 1934, as amended,
                         and the rules and regulations promulgated thereunder.

"Adoption Date"          the date on which the Scheme is adopted by the Company.

"Associated Company"     the meaning given to that term in Section 416 of the
                         U.K. Income and Corporation Taxes Act 1988.

"Auditors"               the auditors for the time being of the Company (acting
                         as experts and not as arbitrators).

"Board"                  the board of directors of the Company.

"Code"                   the U.S. Internal Revenue Code of 1986, as amended, and
                         regulations promulgated thereunder.

"Committee"              the committee established by the Board pursuant to Rule
                         10.4.

"Company"                United Asset Management Corporation. 

"Control"                the meaning given to that word by Section 840 of the
                         U.K. Income and Corporation Taxes Act 1988.

"Date of Grant"          the date on which an Option is, was or is to be granted
                         under the Scheme.

"Eligible Employee"      any employee of any Participating Company who is
                         subject to the income tax laws of the United Kingdom
                         and who is normally required to devote to his duties
                         not less than 20 hours per week (excluding meal breaks)
                         (in the case of an 

                                      7

<PAGE>

                         employee who is also a director of any Participating 
                         Company, 25 hours per week (excluding meal breaks)) and
                         is not precluded by paragraph 8 of Schedule 9 from 
                         participating in the Scheme.

"Event"                  the dissolution, liquidation, merger, consolidation, or
                         reorganization of the Company.

"Group"                  that group comprising all of the Participating
                         Companies.

"Market Value"           on any day the closing sales price in U.S. Dollars of a
                         Share as derived from the consolidated tape of The New
                         York Stock Exchange for such day or, if such day was
                         not a trading day or if no Shares were sold on such
                         day, such closing sales price on the next previous
                         trading day on which a sale occurred.

"Option"                 a right to purchase Shares under the Scheme.

"Option Certificate"     the certificate embodying an Option granted in
                         accordance with these Rules.

"Participating           the Company and any other corporation
Company"                 which it Controls.

"Plan"                   the United Asset Management Corporation 1994 Stock
                         Option Plan, of which this Scheme is an integral part.

"Price"                  the price determined by the Committee in U.S. Dollars
                         at which each Share subject to an Option may be
                         acquired on the exercise of that Option, which price
                         shall be, subject to Rule 5, not less than the higher
                         of:

                         (i)  the par value (if any) of a Share and

                         (ii) the Market Value of a Share on the Date of Grant
                         of that Option.

"Relevant Emoluments"    the meaning given to that term in sub-paragraph (2) of
                         paragraph 28 of Schedule 9 by virtue of subparagraph
                         (4) of that paragraph.

"Rules"                  the terms of the Scheme, as expressed herein and as
                         amended from time to time.

                                      8

<PAGE>

"Schedule 9"             Schedule 9 to the U.K. Income and Corporation Taxes Act
                         1988.

"Scheme"                 this U.K. Subplan, as set forth in these Rules as
                         amended from time to time.

"Share"                  A share of common stock, U.S. $.01 par value, in the
                         capital of the Company which satisfies the conditions
                         specified in paragraphs 10 to 14 inclusive of Schedule
                         9 and which may either be an authorized but unissued
                         share or a treasury share.

"Sterling Value"         In respect of an Option, the sterling equivalent of the
                         appropriate Price, calculated by reference to the U.S.
                         Dollar/Sterling exchange rate prevailing on the Date of
                         Grant of that Option.

"Subplan A"              the portion of the Plan applicable to key employees of,
                         and non-employees (other than directors of the Company)
                         who provide important services to, a Participating
                         Company. 

"Subplan C"              the portion of the Plan applicable to non-employee
                         directors of the Company.

"Subsisting Option"      an Option which has neither lapsed nor been exercised
                         or released, given up, or surrendered by its holder.

"UK Subplan"             the portion of the Plan comprising the Scheme as set
                         forth in these Rules.

"Year of Assessment"     year beginning on any 6th April and ending on the
                         following 5th April.     

     Where the context permits the singular shall include the plural and vice 
versa and the masculine shall include the feminine.  References to any Act or 
statute shall include any statutory modification, amendment or re-enactment 
thereof.

2.   GRANT OF OPTION
     ---------------

     2.1  Subject to the terms of these Rules, the Committee may at its absolute
          discretion, from time to time, grant Options to any Eligible Employees
          under the Scheme by issuing Option Certificates to them, complying
          with Rule 2.2 below.

     2.2  Each Option Certificate shall be under seal and shall specify:

                                      9

<PAGE>

         (i)   the Date of Grant of the relevant Option;

         (ii)  the number of Shares for which the Option is granted (which shall
               not be so large that the grant of an Option for that number of
               Shares would cause the applicable limits specified in Rule 3 to
               be exceeded);

         (iii) the Price at which the relevant Shares can be acquired; and

         (iv)  any conditions on the Option imposed by the Committee, including
               (without limitation) any vesting schedule.

     In addition each Option Certificate shall indicate that Options cannot 
be transferred, assigned or charged and that any purported transfer, 
assignment or charge shall cause the relevant Option to lapse forthwith.

     Each Option Certificate shall be accompanied by a "form of acceptance" 
(as described in Rule 4.3) which shall indicate that the Option to which it 
relates will automatically lapse if the Option holder does not sign and 
return such form to the Company within 3 months of the Date of Grant.

3.   LIMITATIONS
     -----------

     3.1  Subject to adjustment as provided in Rule 5, the aggregate number of
          Shares in respect of which Options may be granted under the Scheme on
          any Date of Grant or which my be issued and sold pursuant to such
          Options shall not exceed 11,900,000 Shares, less (i) any Shares then
          subject to any outstanding incentive stock option granted under
          Subplan A of the Plan or previously issued pursuant to any such
          incentive stock option and (ii) any shares that are then subject to
          any outstanding non-incentive stock option granted under Subplan A or
          Subplan C or previously issued pursuant to any such non-incentive
          stock option and are not reacquired shares (as described in the
          Preamble to the Plan).  If any Option granted under the Plan shall
          lapse or shall be released, given up or surrendered without being
          fully exercised, the Shares which have not been purchased under the
          Option shall again become available for purposes of the Plan.

     3.2  No Option shall be granted to an Eligible Employee if immediately
          following such grant he would hold Subsisting Options with an
          aggregate Sterling Value exceeding L30,000.

For the purposes of this Rule 3.2, Options shall include all Options granted 
under this Scheme and all options granted under any other scheme approved 
under Schedule 9 and established by the Company or any Associated Company.

---------------------
2 See footnote ot the Preamble of the Plan.

                                     10

<PAGE>

     3.3  The maximum number of Shares with respect to which any options may be
          granted under the Plan (including this UK Subplan) to any individual
          during any single calendar year shall be 100,000 Shares.

4.   EXERCISE OF OPTIONS
     -------------------

     4.1  Unless the Committee otherwise agrees, any Option which has not lapsed
          may be exercised only after the earliest of the following events:

          (i)       the first anniversary of the Date of Grant;

          (ii)      the death of the Option holder;

          (iii)     the Option holder ceasing to be an employee of any
                    Participating Company by reason of injury, disability,
                    redundancy or retirement or, at the discretion of the
                    Committee, for any other reason.

          Provided always that when granting an Option the Committee may
          provide, as regards all or any part(s) of it, that the Option or such
          part(s) of it shall not become exercisable under sub Rules (i), (ii)
          or (iii) above until after such time(s) as the Committee may
          previously have determined.  Any such restriction shall be set forth
          in the Option Certificate for that Option.

     4.2  Once an Option has become exercisable under Rule 4.1 above, it may be
          exercised either in whole or in part at any time unless or until it
          shall lapse under Rule 4.3 below, but subject in all cases to Rule 6
          below.

     4.3  An Option shall lapse on the earliest of the following events:

          (i)  the expiry of three months from the Date of Grant, unless the
               Option holder has previously given notice to the Company of his
               acceptance of the Scheme's Rules using the form of acceptance
               supplied to him with the relevant Option Certificate;

          (ii) subject to a shorter period specified in the Option Certificate,
               the tenth anniversary of the Date of Grant;

          (iii)subject to a shorter period specified in the Option Certificate, 
               the first anniversary of the Option holder's death;

          (iv) the Option holder ceasing to be an employee of any Participating
               Company by reason of gross misconduct;

                                     11

<PAGE>

          (v)  subject to a shorter period specified in the Option Certificate,
               the expiry of three months after the date on which the Option
               holder ceases to be an employee of any Participating Company
               otherwise than by reason of death or gross misconduct in
               circumstances in which sub-clause (iv) applies;

          (vi) the Option holder being adjudicated bankrupt; and

          (vii)the first date upon which the Option holder purports to transfer,
               assign or charge the Option.

5.   VARIATION OF SHARE CAPITAL

In the event of any capitalization or rights issue or any stock split or 
stock dividend or any consolidation, sub-division or reduction of capital by 
the Company, the number of Shares subject to any Option and the Price payable 
for each of those Shares shall be adjusted in such manner as the Auditors 
confirm to be fair and reasonable provided that:

          (i)  the aggregate amount payable on the exercise of any Option in
               full is not increased;

          (ii) the Price of a Share is not reduced below its par value if any;

          (iii)no adjustments shall be made without the prior approval of the 
               Board of Inland Revenue; and

          (iv) following the adjustment the Shares continue to satisfy the
               conditions specified in paragraphs 10 to 14 inclusive of Schedule
               9.

6.   MANNER OF EXERCISE OF OPTIONS
     -----------------------------

     6.1  No Option may be exercised by an individual at any time when he is
          precluded by paragraph 8 of Schedule 9 from participating in the
          Scheme.

     6.2  An Option shall be exercised by the Option holder, or as the case may
          be his personal representative, giving notice to the Company in
          writing of the number of Shares in respect of which he wishes to
          exercise the Option and making arrangements reasonably acceptable to
          the Committee for payment of the appropriate amount, and submitting
          the relevant Option Certificate.  Any such notice shall be effective
          on the date of its receipt by the Company.

     6.3  Shares shall be allocated and issued pursuant to a notice of exercise
          within 30 days of the date of exercise.

                                     12

<PAGE>

7.   RIGHTS ATTACHING TO SHARES
     --------------------------

     All Shares allocated pursuant to the exercise of an Option shall rank pari
     passu in all respects with all other Shares in issue at the date of such
     allocation.


8.   AVAILABILITY OF SHARES
     ----------------------

     The Company shall at all times procure that it can secure the issue or the
     transfer of sufficient Shares to permit the exercise of all Subsisting
     Options.

9.   LOSS OF OFFICE
     --------------

     If any Option holder shall cease to be an employee of a Participating
     Company within the Group for any reason, he shall not be entitled by way of
     compensation for loss of office or otherwise howsoever to any sum or other
     benefit to compensate him for any loss of any right under the Scheme, and
     in returning the form of acceptance referred to in Rule 4.3 he shall be
     deemed to have agreed to this.

10.  ADMINISTRATION AND AMENDMENT
     ----------------------------

     10.1 No member of the Committee or the Board shall be held liable for any
          action or determination made in good faith with respect to the Plan,
          the UK Subplan, these Rules or any Option granted hereunder.

     10.2 The cost of establishing and operating the Scheme shall be borne by
          the Participating Companies in such proportions as the Board shall
          determine.

     10.3 The Board may from time to time suspend or terminate the Plan and/or
          the UK Subplan or amend these Rules or the form of Option Certificate,
          provided that:

          (i)  no such action may, without approval or ratification by the
               Company's shareholders, increase the maximum number of Shares
               reserved under the UK Subplan (except as provided in Rule 5) or
               under the Plan (except as otherwise expressly provided in the
               Plan), alter the class or classes of employees eligible for
               Options, or make any other such change which, pursuant to Section
               16(b) of the Act and the rules and regulations promulgated
               thereunder, requires action by the Company's shareholders;

          (ii) except as provided in Rule 10.5, no such action may detrimentally
               affect an Option holder as regards an Option granted prior to the
               taking of such action; and

          (iii)     no amendment to these Rules shall have effect until approved
                    by the Board of the Inland Revenue.

                                     13

<PAGE>

     10.4 The Scheme shall be administered by the Committee, the members of
          which shall be appointed by and shall serve at the pleasure of the
          Board (subject to the restrictions of this Rule 10.4). 
          Notwithstanding the foregoing, until and unless the Board shall have
          constituted the Committee pursuant to this Rule 10.4, the committee
          serving from time to time as administrator of the Plan generally shall
          also serve as the Committee for purposes of the UK Subplan.  Actions
          taken by a majority of the members present at any meeting of the
          Committee at which a quorum is present, and any acts approved in
          writing by all members of the Committee without a meeting, shall
          constitute the acts of the Committee.  The Committee shall have all
          powers of administration granted under these Rules, except such powers
          as are expressly reserved to the Board.  The Committee is authorized
          to interpret these Rules and, subject to the provisions of Rule 10.3,
          to prescribe, amend, and rescind rules and regulations relating
          thereto.  The Committee is further authorized, subject to the express
          provisions of the Plan and these Rules, to alter or amend the form of
          Option Certificate pursuant to which Options may be granted under the
          Scheme from time to time and to make all determinations necessary or
          advisable in the administration of the Scheme.  The interpretation and
          administration by the Committee of any provisions of the Plan and the
          UK Subplan, including these Rules, and any Option Certificate issued
          pursuant to the Scheme shall be final, binding and conclusive on all
          persons having any interest therein.

     10.5 Prior to the occurrence of an Event, the Board may elect to terminate
          each Subsisting Option.  If the Board so elects, such Option shall
          terminate as of the effective date of the Event, but the Board shall
          suspend the exercise of all Subsisting Options a reasonable time prior
          to the Event, giving each Option holder not less than fourteen days
          written notice of the date of suspension, prior to which an Option
          holder may purchase in whole or in part the Shares available to him as
          of the date of receipt of the notice.  If the Event is not
          consummated, the suspension shall be removed and all Options shall
          continue in full force and effect, subject to the terms of their
          respective Option Certificates.

     10.6 Any notice or communication to be given by or on behalf of the Company
          to any Eligible Employee may be given by personal delivery or by
          sending the same by ordinary post to his last known address in which
          case it shall be deemed to have been received on the day after it was
          posted.  Any notice, document, option, share certificate or other
          communication sent by post shall be sent at the risk of the Eligible
          Employee involved.

     10.7 Unless otherwise provided any notice or other communication to be
          given by an Eligible Employee to the Company shall be regarded as
          having been properly given if sent or delivered to the company
          secretary of the Participating Company by whom he is employed at that
          company's registered office, any such communication being effective
          only upon receipt.

                                     14

<PAGE>

     10.8 The Scheme shall at all times be read in accordance with the
          provisions of the U.K. Income and Corporation Taxes Act 1988 and
          insofar as any of its Rules shall be inconsistent with any of the said
          provisions and/or with any requirements of the Board of Inland Revenue
          necessary for its approval or continued approval under the said Act
          they shall be deemed automatically varied or deleted in such a way as
          to ensure compliance with the same.

                                     15

<PAGE>

            SUBPLAN C - NON-EMPLOYEE ("ELIGIBLE") DIRECTOR PORTION
               OF AMENDED AND RESTATED 1994 STOCK OPTION PLAN

1.   Purpose of Subplan C

     The purpose of this Subplan C is to grant options to purchase shares of 
the common stock, $.01 par value (the "Common Stock"), of United Asset 
Management Corporation (the "Company") to Eligible Directors (as defined in 
Section 4 of this Subplan) of the Company at market value on the date of 
grant, and to permit the granting of stock options to Eligible Directors at 
an exercise price less than market value at the date of grant as an 
alternative to the payment of Directors' fees in cash.  The Company believes 
that the granting of such options will serve to enhance the Company's ability 
to attract and retain the services of such persons, to provide additional 
incentives to them and to encourage the highest level of performance by them 
by offering them a proprietary interest in the Company's success.  The 
Company also believes that the Plan will encourage directors to make greater 
equity investment in the Company, more closely aligning the interests of the 
directors and the stockholders.

2.   Shares Reserved Under Subplan C

     Subject to the adjustment provided in Section 8, the aggregate number of 
shares of Common Stock which may be issued and sold pursuant to options 
granted under this Subplan C of the Plan shall not exceed 800,000 shares (or, 
if less, the then remaining aggregate number of shares determined in 
accordance with the Preamble to the Plan), which may be either authorized but 
unissued shares or treasury shares.  If any option granted under the Plan 
shall terminate or expire without being fully exercised, the shares which 
have not been purchased will again become available for purposes of the Plan.

3.   Administration

     This Subplan C shall be interpreted and administered by a committee (the 
"Committee") consisting of not less than three (3) members of the Board of 
Directors of the Company (the "Board") appointed pursuant to Section 3 of 
Subplan A of the Plan.  The interpretation and administration by the 
Committee of any provisions of the Plan and any option granted thereunder 
shall be final and conclusive on all persons having any interest therein.

     No members of the Committee or the Board shall be held liable for any 
action or determination made in good faith with respect to the Plan or any 
option granted thereunder.

4.   Option Grants

     "Eligible Directors" shall mean directors of the Company who are 
directors on the date of grant and who are not officers or employees of the 
Company.  All options granted under this 

                                     16

<PAGE>

Subplan C shall be non-incentive stock options within the meaning of Section 
422 of the Internal Revenue Code of 1986, as amended (the "Code").

     (a)  Regular Options

               Each Eligible Director who is such on the 30th day 
   following the date on which each Annual Meeting of the Stockholders of 
   the Company (the "Annual Meeting") is held during the term of the Plan 
   shall on such 30th day be granted a stock option to purchase 14,000 
   shares of Common Stock.  Each such option is defined herein as a 
   "Regular Option." The date of grant of an option to an Eligible Director 
   under this Subplan C shall be the applicable day referred to immediately 
   above.

     (b)  Discounted Options

               (i)  Subject to such other rules as the Committee may 
   adopt from time to time, during the term of the Plan, options to 
   purchase Common Stock at a discount from fair market value on the date 
   of grant ("Discounted Options") shall be granted to any Eligible 
   Director who, no later than June 30, with respect to the six-month 
   period following such date, and no later than December 31, with respect 
   to the six-month period following such date (each six month period, a 
   "Semi-Annual Period"), has filed with the Company an irrevocable 
   election to receive a stock option in lieu of all or a specified portion 
   (expressed in terms of a percentage of the Semi-Annual Fee) of the 
   Semi-Annual Fee (as defined in Subsection 4(b) (iii)) earned or expected 
   to be earned by such Director for the Semi-Annual Period specified in 
   the election.

               (ii) Discounted Options shall be granted to an electing 
   Eligible Director on the first day (July 1 or January 1) of each 
   applicable Semi-Annual Period.

               A separate election must be made for each Semi-Annual 
   Period, although a Director may specify that a particular election shall 
   apply to future Semi-Annual Periods unless amended or revoked; provided, 
   however, that no amendment or revocation may be made with respect to a 
   Semi-Annual Period after the applicable election date for such 
   Semi-Annual Period.  The Director shall not be entitled to receive in 
   cash any portion of the Semi-Annual Fee for which an election has been 
   made to receive an option.

               (iii)     Option Formula.  The number of shares of Common 
   Stock subject to each Discounted Option granted to any Eligible Director 
   for a Semi-Annual Period shall be equal to the nearest number of whole 
   shares of Common Stock, with cash payment for fractional shares, 
   determined in accordance with the following formula:

                                     17

<PAGE>

                Semi-Annual Fee
                ------------------------ = Number of Shares
                Fair Market Value minus
                Discounted Option Price

     "Discounted Option Price" and "Fair Market Value" shall be defined as 
set forth in Section 5 below.  "Semi-Annual Fee" shall mean the quarterly 
retainer fees which the Director will be entitled to receive during a 
Semi-Annual Period for serving as a Director pursuant to the policy in effect 
for each year during the term of the Plan, but expressly excluding fees paid 
for attendance at or participation in meetings of the Board or any committee 
thereof; provided, however, that if a Director elects to receive a stock 
option in lieu of only a portion of the Semi-Annual Fee, the Semi-Annual Fee 
for purposes of the foregoing formula shall equal the portion of the 
Semi-Annual Fee so elected. For purposes of this Subplan C, "Semi-Annual Fee" 
shall also not include expenses reimbursed by the Company for attendance at 
or participation in meetings of the Board or any committee of the Board or 
fees for any other services to be provided to the Company.

5.   Option Price

     (a)  Regular Option

          The price per share at which each Regular Option granted under 
   this Subplan C to an Eligible Director may be exercised ("Regular Option 
   Price") shall be the fair market value of the Common Stock as determined 
   by the closing sales price of such Common Stock on the consolidated tape 
   of the principal exchange on which such Common Stock is traded on the 
   date of grant, or if there are no sales on such date, on the trading day 
   next preceding the date of grant on which a sale took place, or, if the 
   Common Stock is not so traded, then as determined by a principal market 
   maker for such Common Stock selected by the Committee ("Fair Market 
   Value").

     (b)  Discounted Stock Options

          The price per share at which each Discounted Option granted 
   under this Subplan C to an Eligible Director may be exercised (the 
   "Discounted Option Price," the Regular Option Price and the Discounted 
   Option Price being sometimes hereinafter referred to as the "Option 
   Price") shall be seventy-five percent (75%) of the Fair Market Value of 
   the Common Stock on the date the Discounted Option is granted.

     (c)  In no event shall the Option Price per share for any option under this
   Subplan C be less than the par value per share.

6.   Terms of Grant

     Each option granted under this Subplan C shall be evidenced by and 
subject to the terms and conditions of an Option Grant attached hereto as 
Exhibit A. Each Option Grant executed 

                                     18

<PAGE>

and delivered to an Eligible Director shall contain the following terms and 
conditions.  Each option shall expire 5 years from the date of grant of such 
option, and shall be exercisable in full beginning on or after the date which 
is 6 months after the date of grant thereof.  Each Eligible Director to whom 
an option is granted may exercise such option from time to time, in whole or 
in part, during the period that it is exercisable, by payment of the Option 
Price of each share purchased, in cash, or by delivery to the Company of a 
number of shares of Common Stock having an aggregate Fair Market Value of not 
less than the product of the Option Price multiplied by the number of shares 
the participant intends to purchase upon exercise of the option on the date 
of delivery.  The shares of Common Stock issued upon exercise of an option 
granted under this Subplan C will be acquired for investment and not with a 
view to distribution thereof unless there shall be an effective registration 
statement under the Securities Act of 1933, as amended (the "1933 Act"), with 
respect thereto.  In the event that the Company, upon the advice of counsel, 
deems it necessary to list upon official notice of issuance shares to be 
issued pursuant to the Plan on a national securities exchange or to register 
under the 1933 Act or other applicable federal or state statute any shares to 
be issued pursuant to the Plan, or to qualify any such shares for exemption 
from the registration requirements of the 1933 Act under the Rules and 
Regulations of the Securities and Exchange Commission or for similar 
exemption under state law, then the Company shall notify each Eligible 
Director to that effect and no shares of Common Stock subject to an option 
shall be issued until such registration, listing or exemption has been 
obtained.  The Company shall make prompt application for any such 
registration, listing or exemption pursuant to federal or state law or rules 
of such securities exchange which it deems necessary and shall make 
reasonable efforts to cause such registration, listing or exemption to become 
and remain effective.  Nothing in this Subplan C or in the Option Grant will 
confer upon any Eligible Director the right to continue as a director of the 
Company.  The shares of Common Stock issued on exercise of the option shall 
be subject to any restrictions on transfer then in effect pursuant to the 
Certificate of Incorporation or Bylaws of the Company.

     Options granted under this Subplan C shall be transferable (subject to 
any terms and conditions imposed by the Committee) by the optionee, either 
directly or in trust, to one or more members of the optionee's family.  
Following any transfer permitted pursuant to this paragraph, of which the 
optionee has notified the Committee in writing, such option may be exercised 
by the transferee(s), subject to all terms and conditions of the Option 
Grant.  For these purposes, the members of the optionee's family are only the 
optionee's: (i) spouse; (ii) lineal descendants; (iii) lineal ancestors; and 
(iv) siblings and spouses and children of such siblings.

7.   Termination of Directorship

     An Eligible Director's right to participate in this Subplan C shall 
automatically terminate if and when such Director becomes an employee of the 
Company.  Options granted to an Eligible Director shall cease to be 
exercisable 6 months after the date such Director ceases to be a director for 
any reason other than death.  If an Eligible Director ceases to be a director 
on account of his death, any option previously granted to him, whether or not 
exercisable at the date of death, may be exercised by his executor, 
administrator or the person or persons to whom his rights under the option 
shall pass by will or the applicable laws of descent and distribution, at any 
time within 12 months after the date of death, but in no event after the 
expiration of the option.

                                     19

<PAGE>

8.   Adjustment of Shares Reserved Under the Plan

     The aggregate number and kind of shares that may be issued under this 
Subplan C, the maximum number of shares as to which options may be granted to 
any individual and the Option Price per share shall be appropriately adjusted 
by the Board in the event of any recapitalization, stock split, stock 
dividend, combination of shares, or other similar change in the 
capitalization of the Company, but no adjustment in the Option Price shall be 
made which would reduce the Option Price per share to less than the par value 
per share.

9.   Dissolution or Reorganization

     Prior to a dissolution, liquidation, merger, consolidation, or 
reorganization of the Company (the "Event"), the Board may decide to 
terminate each outstanding option.  If the Board so decides, such option 
shall terminate as of the effective date of the Event, but the Board shall 
suspend the exercise of all outstanding options a reasonable time prior to 
the Event, giving each optionee not less than fourteen days written notice of 
the date of suspension, prior to which an optionee may purchase in whole or 
in part the shares available to him as of the date of receipt of the notice.  
If the Event is not consummated, the suspension shall be removed and all 
options shall continue in full force and effect subject to the terms of their 
respective Option Grants.

10.  Amendment and Termination of Subplan C

     The Board may amend, suspend, or terminate this Subplan C, including the 
form of Option Grant incorporated herein by reference.  No such action, 
however, may, without approval or ratification by the shareholders, increase 
the maximum number of shares reserved under this Subplan C except as provided 
in Section 8, alter the class or classes of individuals eligible for options, 
or make any other change which, pursuant to the Code or regulations 
thereunder or Section 16(b) of the Securities Exchange Act of 1934 and the 
rules and regulations promulgated thereunder, requires action by the 
shareholders.  No such action may, without the consent of the holder of the 
option, alter or impair any option previously granted. 



                                     20