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                                                                   EXHIBIT 10.72





                             THE PIONEER GROUP, INC.

                         1998 DEFERRED COMPENSATION PLAN



                            Effective January 1, 1998





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                                TABLE OF CONTENTS

                                                                           Page

Purpose.....................................................................  1
                                                                               
ARTICLE 1- DEFINITIONS......................................................  1
                                                                               
ARTICLE 2 - SELECTION, ENROLLMENT, ELIGIBILITY..............................  7
    2.1     SELECTION BY COMMITTEE..........................................  7
    2.2     ENROLLMENT REQUIREMENTS.........................................  7
    2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION......................  7
    2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS...................  7
                                                                               
ARTICLE 3 - DEFERRAL COMMITMENTS/CREDITING/TAXES............................  8
    3.1     MINIMUM DEFERRALS...............................................  8
    3.2     MAXIMUM DEFERRAL................................................  8
    3.3     ELECTION TO DEFER; EFFECT OF ELECTION FORM......................  9
    3.4     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS..........................  9
    3.5     INVESTMENT OF TRUST ASSETS......................................  9
    3.6     VESTING......................................................... 10
    3.7     CREDITING/DEBITING OF ACCOUNT BALANCES.......................... 10
    3.8     FICA AND OTHER TAXES............................................ 12
    3.9     DISTRIBUTIONS................................................... 12
    3.10    EMPLOYER DEFERRAL............................................... 12
    3.11    DEFERRALS FROM OTHER PLANS...................................... 13
                                                                               
ARTICLE 4 - SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;            
            WITHDRAWAL ELECTION............................................. 13
    4.1     SHORT-TERM PAYOUT............................................... 13
    4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT........... 14
    4.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE                    
            FINANCIAL EMERGENCIES........................................... 14
    4.4     WITHDRAWAL ELECTION............................................. 14
                                                                               
ARTICLE 5 - RETIREMENT BENEFIT.............................................. 15
    5.1     RETIREMENT BENEFIT.............................................. 15
    5.2     PAYMENT OF RETIREMENT BENEFIT................................... 15
    5.3     DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT................. 15
                                                                               
ARTICLE 6 - PRE-RETIREMENT SURVIVOR BENEFIT................................. 16
    6.1     PRE-RETIREMENT SURVIVOR BENEFIT................................. 16
    6.2     PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT...................... 16
                                                                             



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ARTICLE 7 -  TERMINATION BENEFIT............................................ 16
    7.1      TERMINATION BENEFIT............................................ 16
    7.2      PAYMENT OF TERMINATION BENEFIT................................. 16
                                                                               
ARTICLE 8 -  DISABILITY WAIVER AND BENEFIT.................................. 16
    8.1      DISABILITY WAIVER.............................................. 16
    8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT...................... 17
                                                                               
ARTICLE 9 -  BENEFICIARY DESIGNATION........................................ 17
    9.1      BENEFICIARY.................................................... 17
    9.2      BENEFICIARY DESIGNATION; CHANGE................................ 18
    9.3      ACKNOWLEDGMENT................................................. 18
    9.4      NO BENEFICIARY DESIGNATION..................................... 18
    9.5      DOUBT AS TO BENEFICIARY........................................ 18
    9.6      DISCHARGE OF OBLIGATIONS....................................... 18
                                                                               
ARTICLE 10 - LEAVE OF ABSENCE............................................... 18
    10.1     PAID LEAVE OF ABSENCE.......................................... 18
    10.2     UNPAID LEAVE OF ABSENCE........................................ 19
                                                                               
ARTICLE 11 - TERMINATION, AMENDMENT OR MODIFICATION......................... 19
    11.1     TERMINATION.................................................... 19
    11.2     AMENDMENT...................................................... 20
    11.3     PLAN AGREEMENT................................................. 20
    11.4     EFFECT OF PAYMENT.............................................. 20
                                                                               
ARTICLE 12 - ADMINISTRATION................................................. 20
    12.1     COMMITTEE DUTIES............................................... 20
    12.2     AGENTS......................................................... 21
    12.3     BINDING EFFECT OF DECISIONS.................................... 21
    12.4     INDEMNITY OF COMMITTEE......................................... 21
    12.5     EMPLOYER INFORMATION........................................... 21
    12.6     MULTIPLE COMMITTEES............................................ 21
                                                                               
ARTICLE 13 - OTHER BENEFITS AND AGREEMENTS.................................. 22
    13.1     COORDINATION WITH OTHER BENEFITS............................... 22
                                                                               
ARTICLE 14 - CLAIMS PROCEDURES.............................................. 22
    14.1     PRESENTATION OF CLAIM.......................................... 22
    14.2     NOTIFICATION OF DECISION....................................... 22
    14.3     REVIEW OF A DENIED CLAIM....................................... 23



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    14.4     DECISION ON REVIEW............................................. 23
    14.5     LEGAL ACTION................................................... 23
                                                                               
ARTICLE 15 - TRUST.......................................................... 24
    15.1     ESTABLISHMENT OF THE TRUST..................................... 24
    15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST.................... 24
    15.3     DISTRIBUTIONS FROM THE TRUST................................... 24
                                                                               
ARTICLE 16 - MISCELLANEOUS.................................................. 24
    16.1     STATUS OF PLAN................................................. 24
    16.2     UNSECURED GENERAL CREDITOR..................................... 24
    16.3     EMPLOYER'S LIABILITY........................................... 25
    16.4     NONASSIGNABILITY............................................... 25
    16.5     NOT A CONTRACT OF EMPLOYMENT................................... 25
    16.6     FURNISHING INFORMATION......................................... 25
    16.7     TERMS.......................................................... 25
    16.8     CAPTIONS....................................................... 26
    16.9     GOVERNING LAW.................................................. 26
    16.10    NOTICE......................................................... 26
    16.11    SUCCESSORS..................................................... 26
    16.12    VALIDITY....................................................... 26
    16.13    INCOMPETENT.................................................... 26
    16.14    DISTRIBUTION IN THE EVENT OF TAXATION.......................... 27
    16.15    INSURANCE...................................................... 27
    16.16    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL........... 27
                                                                               
                                                                             




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                             The Pioneer Group, Inc.


                         1998 DEFERRED COMPENSATION PLAN

                            Effective January 1, 1998

                                     PURPOSE
                                     -------


         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of The Pioneer
Group, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

         1.1      "Account Balance" shall mean, with respect to a Participant, a
                  credit on the records of the Employer equal to the Deferral
                  Account balance. The Account Balance, and each other specified
                  account balance, shall be a bookkeeping entry only and shall
                  be utilized solely as a device for the measurement and
                  determination of the amounts to be paid to a Participant, or
                  his or her designated Beneficiary, pursuant to this Plan.

         1.2      "Annual Bonus" shall mean any compensation, in addition to
                  Base Annual Salary relating to services performed during any
                  calendar year, whether or not paid in such calendar year or
                  included on the Federal Income Tax Form W-2 for such calendar
                  year, payable to a Participant as an Employee under any
                  Employer's annual bonus and cash incentive plans, excluding
                  holiday bonuses, retention bonuses, or any other discretionary
                  or special bonus or awards.

         1.3      "Annual Deferral Amount" shall mean that portion of a
                  Participant's Base Annual Salary and Annual Bonus that a
                  Participant elects to have deferred, and is deferred, in
                  accordance with Article 3, for any one Plan Year. In the event
                  of a Participant's Retirement, Disability (if deferrals cease
                  in accordance with Section 8.1), death or a Termination of
                  Employment prior to the end of a Plan Year, such year's Annual
                  Deferral Amount shall be the actual amount withheld prior to
                  such event.




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         1.4      "Annual Installment Method" shall be an annual installment
                  payment over the number of years selected by the Participant
                  in accordance with this Plan, calculated as follows: The
                  Account Balance of the Participant shall be calculated as of
                  the close of business three business days prior to the last
                  business day of the year. The annual installment shall be
                  calculated by multiplying this balance by a fraction, the
                  numerator of which is one, and the denominator of which is the
                  remaining number of annual payments due the Participant. By
                  way of example, if the Participant elects a 10 year Annual
                  Installment Method, the first payment shall be 1/10 of the
                  Account Balance, calculated as described in this definition.
                  The following year, the payment shall be 1/9 of the Account
                  Balance, calculated as described in this definition. Each
                  annual installment shall be paid on or as soon as practicable
                  after the last business day of the applicable year.

         1.5      "Base Annual Salary" shall mean the annual cash compensation
                  relating to services performed during any calendar year,
                  whether or not paid in such calendar year or included on the
                  Federal Income Tax Form W-2 for such calendar year, excluding
                  bonuses of every type, commissions, overtime, fringe benefits,
                  stock options, relocation expenses, incentive payments,
                  non-monetary awards, directors fees and other fees, automobile
                  and other allowances paid to a Participant for employment
                  services rendered (whether or not such allowances are included
                  in the Employee's gross income). Base Annual Salary shall be
                  calculated before reduction for compensation voluntarily
                  deferred or contributed by the Participant pursuant to all
                  qualified or non-qualified plans of any Employer and shall be
                  calculated to include amounts not otherwise included in the
                  Participant's gross income under Code Sections 125, 402(e)(3),
                  402(h), or 403(b) pursuant to plans established by any
                  Employer; provided, however, that all such amounts will be
                  included in compensation only to the extent that, had there
                  been no such plan, the amount would have been payable in cash
                  to the Employee.

         1.6      "Beneficiary" shall mean one or more persons, trusts, estates
                  or other entities, designated in accordance with Article 9,
                  that are entitled to receive benefits under this Plan upon the
                  death of a Participant.

         1.7      "Beneficiary Designation Form" shall mean the form established
                  from time to time by the Committee that a Participant
                  completes, signs and returns to the Committee to designate one
                  or more Beneficiaries.

         1.8      "Board" shall mean the Board of Directors of the Company.

         1.9      "Change in Control" shall mean the first to occur of any of
                  the following events:

                  (a)      the acquisition by an individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Securities Exchange Act of 1934 (as amended,
                           the "Exchange Act")) (a "Person") of beneficial
                           ownership 




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                           (within the meaning of Rule 13d-3 promulgated under
                           the Exchange Act) of 25% or more of either (i) the
                           then-outstanding shares of common stock of the
                           Company (the "Outstanding Company Common Stock") or
                           (ii) the combined voting power of the
                           then-outstanding voting securities of the Company
                           entitled to vote generally in the election of
                           directors (the "Outstanding Company Voting
                           Securities"); PROVIDED, however, that for purposes of
                           this subsection (a), the following acquisitions shall
                           not constitute a Change in Control: (i) any
                           acquisition directly from the Company, (ii) any
                           acquisition by the Company, (iii) any acquisition by
                           any employee benefit plan (or related trust)
                           sponsored or maintained by the Company or any
                           corporation controlled by the Company, (iv) any
                           acquisition by John F. Cogan, Jr., or (v) any
                           acquisition by any corporation pursuant to a
                           transaction which complies with clauses (i) and (ii)
                           of subsection (b) of this Section 1.9; or

                  (b)      the consummation of a reorganization, merger or
                  consolidation involving the Company or a sale or other
                  disposition of all or substantially all of the assets of the
                  Company (a "Business Combination"), unless, immediately
                  following such Business Combination, each of the following
                  three conditions is satisfied: (i) all or substantially all of
                  the individuals and entities who were the beneficial owners of
                  the Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 50% of the then-outstanding shares of common stock and
                  the combined voting power of the then-outstanding voting
                  securities entitled to vote generally in the election of
                  directors, respectively, of the resulting or acquiring
                  corporation in such Business Combination (which shall include,
                  without limitation, a corporation which as a result of such
                  transaction owns the Company or substantially all of the
                  Company's assets either directly or through one or more
                  subsidiaries) (such resulting or acquiring corporation is
                  referred to herein as the "Acquiring Corporation") in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, respectively, (ii) no Person (excluding the
                  Acquiring Corporation or any employee benefit plan (or related
                  trust) maintained or sponsored by the Company or the Acquiring
                  Corporation) beneficially owns, directly or indirectly, 30% or
                  more of the then outstanding shares of common stock of the
                  Acquiring Corporation, or of the combined voting power of the
                  then-outstanding voting securities of such corporation (except
                  to the extent that such ownership existed prior to the
                  Business Combination) and (iii) a majority of the members of
                  the board of directors of the Acquiring Corporation were
                  Incumbent Directors at the time of the execution of the
                  initial agreement, or of the action of the Board, providing
                  for such Business Combination; or



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         (c)      approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

         1.10     "Claimant" shall have the meaning set forth in Section 14.1.

         1.11     "Code" shall mean the Internal Revenue Code of 1986, as it may
                  be amended from time to time.

         1.12     "Committee" shall mean the committee described in Article 12.

         1.13     "Company" shall mean The Pioneer Group, Inc., a Delaware
                  corporation, and any successor to all or substantially all of
                  the Company's assets or business.

         1.14     "Deduction Limitation" shall mean the following described
                  limitation on a benefit that may otherwise be distributable
                  pursuant to the provisions of this Plan. Except as otherwise
                  provided, this limitation shall be applied to all
                  distributions that are "subject to the Deduction Limitation"
                  under this Plan. If an Employer determines in good faith prior
                  to a Change in Control that there is a reasonable likelihood
                  that any compensation paid to a Participant for a taxable year
                  of the Employer would not be deductible by the Employer solely
                  by reason of the limitation under Code Section 162(m), then to
                  the extent deemed necessary by the Employer to ensure that the
                  entire amount of any distribution to the Participant pursuant
                  to this Plan prior to the Change in Control is deductible, the
                  Employer may defer all or any portion of a distribution under
                  this Plan. Any amounts deferred pursuant to this limitation
                  shall continue to be credited/debited with additional amounts
                  in accordance with Section 3.7 below. The amounts so deferred
                  and amounts credited thereon shall be distributed to the
                  Participant or his or her Beneficiary (in the event of the
                  Participant's death) at the earliest possible date, as
                  determined by the Employer in good faith, on which the
                  deductibility of compensation paid or payable to the
                  Participant for the taxable year of the Employer during which
                  the distribution is made will not be limited by Section
                  162(m), or if earlier, the effective date of a Change in
                  Control. Notwithstanding anything to the contrary in this
                  Plan, the Deduction Limitation shall not apply to any
                  distributions made after a Change in Control.

         1.15     "Deferral Account" shall mean (i) the sum of all of a
                  Participant's Annual Deferral Amounts, plus (ii) amounts
                  credited in accordance with all the applicable crediting
                  provisions of this Plan that relate to the Participant's
                  Deferral Account, less (iii) all distributions made to the
                  Participant or his or her Beneficiary pursuant to this Plan
                  that relate to his or her Deferral Account.

         1.16     "Disability" shall mean a period of disability during which a
                  Participant qualifies for disability benefits under the
                  Participant's Employer's long-term disability plan, 





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                  or, if a Participant does not participate in such a plan, a
                  period of disability during which the Participant would have
                  qualified for permanent disability benefits under such a plan
                  had the Participant been a participant in such a plan, as
                  determined in the sole discretion of the Committee. If the
                  Participant's Employer does not sponsor such a plan, or
                  discontinues to sponsor such a plan, Disability shall be
                  determined by the Committee in its sole discretion.

         1.17     "Disability Benefit" shall mean the benefit set forth in
                  Article 8.

         1.18     "Election Form" shall mean the form established from time to
                  time by the Committee that a Participant completes, signs and
                  returns to the Committee to make an election under the Plan.

         1.19     "Employee" shall mean a person who is an employee of any
                  Employer.

         1.20     "Employer(s)" shall mean the Company and/or any of its
                  subsidiaries (now in existence or hereafter formed or
                  acquired) that have been selected by the Board or any
                  authorized committee thereof to participate in the Plan and
                  have adopted the Plan as a sponsor.

         1.21     "ERISA" shall mean the Employee Retirement Income Security Act
                  of 1974, as it may be amended from time to time.

         1.22     "Participant" shall mean any Employee (i) who is selected to
                  participate in the Plan, (ii) who elects to participate in the
                  Plan, (iii) who signs a Plan Agreement, an Election Form and a
                  Beneficiary Designation Form, (iv) whose signed Plan
                  Agreement, Election Form and Beneficiary Designation Form are
                  accepted by the Committee, (v) who commences participation in
                  the Plan, and (vi) whose Plan Agreement has not terminated. A
                  spouse or former spouse of a Participant shall not be treated
                  as a Participant in the Plan or have an account balance under
                  the Plan, even if he or she has an interest in the
                  Participant's benefits under the Plan as a result of
                  applicable law or property settlements resulting from legal
                  separation or divorce.

         1.23     "Plan" shall mean the Company's Deferred Compensation Plan,
                  which shall be evidenced by this instrument and by each Plan
                  Agreement, as they may be amended from time to time.

         1.24     "Plan Agreement" shall mean a written agreement, as amended
                  from time to time, which is entered into by and between an
                  Employer and a Participant. Each Plan Agreement executed by a
                  Participant and the Participant's Employer shall provide for
                  the entire benefit to which such Participant is entitled under
                  the Plan; should there be more than one Plan Agreement, the
                  Plan Agreement bearing the latest date




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                  of acceptance by the Employer shall supersede all previous
                  Plan Agreements in their entirety and shall govern such
                  entitlement. The terms of any Plan Agreement may be different
                  for any Participant, and any Plan Agreement may provide
                  additional benefits not set forth in the Plan or limit the
                  benefits otherwise provided under the Plan; provided, however,
                  that any such additional benefits or benefit limitations must
                  be agreed to by both the Employer and the Participant.

         1.25     "Plan Year" shall mean a period beginning on January 1 of each
                  calendar year and continuing through December 31 of such
                  calendar year.

         1.26     "Pre-Retirement Survivor Benefit" shall mean the benefit set
                  forth in Article 6 for purposes of this Plan only.

         1.27     "Retirement", "Retire(s)" or "Retired" shall mean, with
                  respect to an Employee, severance from employment from all
                  Employers for any reason other than a leave of absence, death
                  or Disability on or after the earlier of the attainment of (a)
                  age sixty-five (65) or (b) age fifty-five (55) with ten (10)
                  Years of Service. The definition in this Section 1.27 shall
                  not have any effect on any other plan maintained by the
                  Employer.

         1.28     "Retirement Benefit" shall mean the benefit set forth in
                  Article 5.

         1.29     "Short-Term Payout" shall mean the payout set forth in Section
                  4.1.

         1.30     "Termination Benefit" shall mean the benefit set forth in
                  Article 7.

         1.31     "Termination of Employment" shall mean the severing of
                  employment with all Employers, voluntarily or involuntarily,
                  for any reason other than Retirement, Disability, death or an
                  authorized leave of absence.

         1.32     "Trust" shall mean one or more trusts established pursuant to
                  one or more trust agreements between the Company and the
                  trustee named therein, as amended from time to time.

         1.33     "Unforeseeable Financial Emergency" shall mean an
                  unanticipated emergency that is caused by an event beyond the
                  control of the Participant that would result in severe
                  financial hardship to the Participant resulting from (i) a
                  sudden and unexpected illness or accident of the Participant
                  or a dependent of the Participant, (ii) a loss of the
                  Participant's property due to casualty, or (iii) such other
                  extraordinary and unforeseeable circumstances arising as a
                  result of events beyond the control of the Participant, all as
                  determined in the sole discretion of the Committee.




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                                    ARTICLE 2

                       SELECTION, ENROLLMENT, ELIGIBILITY
                       ----------------------------------


         2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be
                  limited to a select group of management and highly compensated
                  Employees of the Employers, as determined by the Committee in
                  its sole discretion. From that group, the Committee shall
                  select, in its sole discretion, Employees to participate in
                  the Plan.

         2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each
                  selected Employee shall complete, execute and return to the
                  Committee a Plan Agreement, an Election Form and a Beneficiary
                  Designation Form, all within 30 days after he or she is
                  selected to participate in the Plan. In addition, the
                  Committee shall establish from time to time such other
                  enrollment requirements as it determines in its sole
                  discretion are necessary.

         2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an
                  Employee selected to participate in the Plan has met all
                  enrollment requirements set forth in this Plan and required by
                  the Committee, including returning all required documents to
                  the Committee within the specified time period, that Employee
                  shall commence participation in the Plan on the first day of
                  the month following the month in which the Employee completes
                  all enrollment requirements. If an Employee fails to meet all
                  such requirements within the period required, in accordance
                  with Section 2.2, that Employee shall not be eligible to
                  participate in the Plan until the first day of the Plan Year
                  following the delivery to and acceptance by the Committee of
                  the required documents.

         2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the
                  Committee determines in good faith that a Participant no
                  longer qualifies as a member of a select group of management
                  or highly compensated employees, as membership in such group
                  is determined in accordance with Sections 201(2), 301(a)(3)
                  and 401(a)(1) of ERISA, the Committee shall have the right, in
                  its sole discretion, to (i) terminate any deferral election
                  the Participant has made for the remainder of the Plan Year in
                  which the Participant's membership status changes, (ii)
                  prevent the Participant from making future deferral elections
                  and/or (iii) immediately distribute the Participant's then
                  Account Balance as a Termination Benefit and terminate the
                  Participant's participation in the Plan.

                                    ARTICLE 3

                      DEFERRAL COMMITMENTS/CREDITING/TAXES
                      ------------------------------------

         3.1      MINIMUM DEFERRALS.





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                  (a)      BASE ANNUAL SALARY AND ANNUAL BONUS. For each Plan
                           Year, a Participant may elect to defer, as his or her
                           Annual Deferral Amount, part or all of the
                           Participant's Base Annual Salary and/or Annual Bonus,
                           provided that the total amount deferred for a Plan
                           Year must be at least $10,000. The Committee may in
                           its sole discretion increase or decrease the minimum
                           deferral amount at any time or from time to time.

                           If an election is made for less than the applicable
                           minimum amount, or if no election is made, the amount
                           deferred shall be zero.

         3.2      MAXIMUM DEFERRAL

                  (a)      BASE ANNUAL SALARY AND ANNUAL BONUS. For each Plan
                           Year, a Participant may elect to defer, as his or her
                           Annual Deferral Amount, part or all of the
                           Participant's Base Annual Salary and/or Annual Bonus
                           up to the following maximum percentages for each
                           deferral elected:

                                                                      Maximum
                                        Deferral                      Amount
                                        --------                      ------

                            Base Annual Salary                          50%
                            Annual Bonus                               100%

                           Notwithstanding the foregoing, if a Participant first
                           becomes a Participant after the first day of a Plan
                           Year, or in the case of the first Plan Year of the
                           Plan itself, the amount of the Base Annual Salary
                           and/or Annual Bonus which may be deferred shall be
                           limited to the amount of compensation not yet earned
                           by the Participant as of the date the Participant
                           submits a Plan Agreement and Election Form to the
                           Committee for acceptance. The preceding sentence is
                           not intended to limit any deferral accepted under
                           other arrangements sponsored by the Company pursuant
                           to Section 3.11.

                           An election to defer Base Annual Salary and/or Annual
                           Bonus may be expressed as an election to defer (i) a
                           specific percentage, (ii) a specific dollar amount or
                           (iii) the excess over a specified dollar amount.



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         3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM. For each Plan Year
                  other than the Plan Year beginning in 1998, an irrevocable
                  deferral election for that Plan Year, and such other elections
                  as the Committee deems necessary or desirable under the Plan,
                  shall be made by timely delivering to the Committee, in
                  accordance with its rules and procedures, before the end of
                  the Plan Year preceding the Plan Year for which the election
                  is made, a new Election Form; provided, however, that election
                  to defer an Annual Bonus to be paid for a Plan Year may be
                  made up to June 30 of such Plan Year. Deferral elections for
                  the 1998 Plan Year must be made no later than 30 days after a
                  participant is notified that he or she is eligible to
                  Participate in the Plan. Deferral elections for the Plan Year
                  in which a Participant first becomes a participant shall be
                  made within 30 days after becoming a participant. If no such
                  Election Form is timely delivered for a Plan Year, the Annual
                  Deferral Amount shall be zero for that Plan Year.

         3.4      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year,
                  the Base Annual Salary portion of the Annual Deferral Amount
                  shall be withheld from each regularly scheduled Base Annual
                  Salary payroll in equal amounts, as adjusted from time to time
                  for increases and decreases in Base Annual Salary. The Annual
                  Bonus portion of the Annual Deferral Amount shall be withheld
                  at the time the Annual Bonus is or otherwise would be paid to
                  the Participant, whether or not this occurs during the Plan
                  Year itself. No withholding shall be permitted within twelve
                  months after the Participant has received a hardship
                  distribution from The Pioneer Group, Inc. 401(k) Plan.

         3.5      INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
                  authorized, upon written instructions received from the
                  Committee or investment manager appointed by the Committee, to
                  invest and reinvest the assets of the Trust in accordance with
                  the applicable Trust Agreement, including the disposition of
                  stock and reinvestment of the proceeds in one or more
                  investment vehicles designated by the Committee.

         3.6      VESTING. A Participant shall at all times be 100% vested in
                  his or her Deferral Account.

         3.7      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with,
                  and subject to, the rules and procedures that are established
                  from time to time by the Committee, in its sole discretion,
                  amounts shall be credited or debited to a Participant's
                  Account Balance in accordance with the following rules:

                  (a)      ELECTION OF MEASUREMENT FUNDS. A Participant, in
                           connection with his or her initial deferral election
                           in accordance with Section 3.2(a) above, shall elect,
                           on the Election Form, one or more Measurement Fund(s)
                           (as described in Section 3.7(c) below) to be used to
                           determine the additional




                                      -9-

<PAGE>   14
                           amounts to be credited to his or her Account Balance
                           for the first calendar quarter or portion thereof in
                           which the Participant commences participation in the
                           Plan and continuing thereafter for each subsequent
                           calendar quarter in which the Participant
                           participates in the Plan, unless changed in
                           accordance with the next sentence. Commencing with
                           the first calendar quarter that follows the
                           Participant's commencement of participation in the
                           Plan and continuing thereafter for each subsequent
                           calendar quarter in which the Participant
                           participates in the Plan, no later than the next to
                           last business day of the calendar quarter, the
                           Participant may (but is not required to) elect, by
                           submitting an Election Form to the Committee that is
                           accepted by the Committee, to add or delete one or
                           more Measurement Fund(s) to be used to determine the
                           additional amounts to be credited to his or her
                           Account Balance, or to change the portion of his or
                           her Account Balance allocated to each previously or
                           newly elected Measurement Fund. If an election is
                           made in accordance with the previous sentence, it
                           shall apply to the next calendar quarter and continue
                           thereafter for each subsequent calendar quarter in
                           which the Participant participates in the Plan,
                           unless changed in accordance with the previous
                           sentence. The Committee may permit changes to be made
                           more frequently than quarterly and may permit changes
                           to be made telephonically, in either case, pursuant
                           to such procedures as the Committee may adopt from
                           time to time.

                  (b)      PROPORTIONATE ALLOCATION. In making any election
                           described in Section 3.7(a) above, the Participant
                           shall specify on the Election Form, in increments of
                           one percentage point (1%), the percentage of his or
                           her Account Balance to be allocated to a Measurement
                           Fund (as if the Participant was making an investment
                           in that Measurement Fund with that portion of his or
                           her Account Balance).

                  (c)      MEASUREMENT FUNDS. The Participant may elect one or
                           more of the following measurement funds set forth on
                           Schedule A. As necessary, the Committee may, in its
                           sole discretion, discontinue, substitute or add a
                           Measurement Fund. Each such action will take effect
                           as of the first day of the calendar quarter that
                           follows by thirty (30) days the day on which the
                           Committee gives Participants advance written notice
                           of such change.

                  (d)      CREDITING OR DEBITING METHOD. Subject to charges for
                           administrative expenses as provided in Section
                           3.7(f), the performance of each elected Measurement
                           Fund (either positive or negative) will be determined
                           by the Committee, in its sole discretion, based on
                           the performance of the Measurement Funds themselves.
                           A Participant's Account Balance shall be credited or
                           debited on a daily basis based on the performance of
                           each



                                      -10-
<PAGE>   15


                           Measurement Fund selected by the Participant, AS
                           DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION,
                           as though (i) a Participant's Account Balance were
                           invested in the Measurement Fund(s) selected by the
                           Participant, in the percentages applicable to such
                           calendar quarter, as of the close of business on the
                           first business day of such calendar quarter, at the
                           closing price on such date; (ii) the portion of the
                           Annual Deferral Amount that was actually deferred
                           during any calendar quarter were invested in the
                           Measurement Fund(s) selected by the Participant, in
                           the percentages applicable to such calendar quarter,
                           no later than the close of business on the third
                           business day after the day on which such amounts are
                           actually deferred from the Participant's Base Annual
                           Salary through reductions in his or her payroll, at
                           the closing price on such date; and (iii) any
                           distribution made to a Participant that decreases
                           such Participant's Account Balance ceased being
                           invested in the Measurement Fund(s), in the
                           percentages applicable to such calendar quarter, no
                           earlier than three business days prior to the
                           distribution, at the closing price on such date.

                  (e)      NO ACTUAL INVESTMENT. Notwithstanding any other
                           provision of this Plan that may be interpreted to the
                           contrary, the Measurement Funds are to be used for
                           measurement purposes only, and a Participant's
                           election of any such Measurement Fund, the allocation
                           to his or her Account Balance thereto, the
                           calculation of additional amounts and the crediting
                           or debiting of such amounts to a Participant's
                           Account Balance SHALL NOT be considered or construed
                           in any manner as an actual investment of his or her
                           Account Balance in any such Measurement Fund. In the
                           event that the Company or the Trustee (as that term
                           is defined in the Trust), in its own discretion,
                           decides to invest funds in any or all of the
                           Measurement Funds, no Participant shall have any
                           rights in or to such investments themselves. Without
                           limiting the foregoing, a Participant's Account
                           Balance shall at all times be a bookkeeping entry
                           only and shall not represent any investment made on
                           his or her behalf by the Company or the Trust.

                  (f)      EXPENSES. The Account Balance of each Participant
                           shall be debited by the amount of the reasonable
                           administrative expenses of the Plan in the same
                           proportion that the Participant's Account Balance
                           bears to the total Account Balances of all
                           Participants.

         3.8      FICA AND OTHER TAXES. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall withhold from that portion of
                  the Participant's Base Annual Salary and Bonus that is not
                  being deferred, in a manner determined by the Employer(s), the




                                      -11-
<PAGE>   16

                  Participant's share of FICA and other employment taxes on such
                  Annual Deferral Amount. If necessary, the Committee may reduce
                  the Annual Deferral Amount in order to comply with this
                  Section 3.8.

         3.9      DISTRIBUTIONS. The Participant's Employer(s), or the trustee
                  of the Trust, shall withhold from any payments made to a
                  Participant under this Plan all federal, state and local
                  income, employment and other taxes required to be withheld by
                  the Employer(s), or the trustee of the Trust, in connection
                  with such payments, in amounts and in a manner to be
                  determined in the sole discretion of the Employer(s) and the
                  trustee of the Trust.

         3.10     EMPLOYER DEFERRAL. If an Employer determines in good faith
                  prior to a Change in Control that there is a reasonable
                  likelihood that any compensation paid to a Participant for a
                  taxable year would not be deductible by the Employer solely by
                  reason of the limitation under Code Section 162(m), then to
                  the extent deemed necessary by the Employer to ensure that all
                  of the compensation payable to the Participant prior to the
                  Change in Control is deductible, the Employer may reduce the
                  Participant's Base Annual Salary and/or Annual Bonus and treat
                  the amount of such reduction as an amount deferred by the
                  Participant. The amount so deferred and amounts credited
                  thereon shall be distributed to the Participant (or his or her
                  Beneficiary in the event of the Participant's death) at the
                  earliest possible date, as determined by the Employer in good
                  faith, on which the deductibility of compensation paid or
                  payable to the Participant for the taxable year of the
                  Employer during which the distribution is made will not be
                  limited by Section 162(m), or if earlier, the effective date
                  of a Change in Control. No deferrals may be made under this
                  Section 3.10 after the effective date of a Change in Control.
                  For purposes of this Section 3.10 only, the term "Participant"
                  shall mean any Employee who has been selected to participate
                  in the Plan.

         3.11     DEFERRALS FROM OTHER PLANS. The Plan may accept the transfer
                  of amounts or assets deferred by a Participant under any other
                  deferral arrangement provided by the Company, including
                  without limitation any shares of common stock of the Employer
                  which but for such deferral would (i) be issued to the
                  Participant upon the exercise of a stock option granted by the
                  Company or (ii) be vested and nonforfeitable in the case of
                  restricted stock issued to the Participant. Any amounts
                  deferred representing shares of Company common stock shall be
                  accounted for on a share by share basis, with appropriate
                  adjustments to reflect changes in the capital structure of the
                  Company, and shall, when distributed, be distributed in the
                  form of common stock of the Company. Notwithstanding any of
                  the provisions of the Plan to the contrary, the Participant
                  shall not have any right to elect to have any amounts deferred
                  in the form of Company common stock measured by reference to
                  any Measurement Fund.





                                      -12-
<PAGE>   17

                                    ARTICLE 4

             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION
                               -------------------


         4.1      SHORT-TERM PAYOUT. In connection with each election to defer
                  an Annual Deferral Amount, a Participant may irrevocably elect
                  to receive a future "Short-Term Payout" from the Plan with
                  respect to such Annual Deferral Amount. Subject to the
                  Deduction Limitation, the Short-Term Payout shall be a lump
                  sum payment in an amount that is equal to the Annual Deferral
                  Amount plus amounts credited or debited in the manner provided
                  in Section 3.7 above on that amount, determined at the time
                  that the Short-Term Payout becomes payable (rather than the
                  date of a Termination of Employment). Subject to the Deduction
                  Limitation and the other terms and conditions of this Plan,
                  each Short-Term Payout elected shall be paid out during a
                  period beginning 1 day and ending 60 days after the last day
                  of any Plan Year designated by the Participant that is at
                  least three Plan Years after the Plan Year in which the Annual
                  Deferral Amount is actually deferred. By way of example, if a
                  three year Short-Term Payout is elected for Annual Deferral
                  Amounts that are deferred in the Plan Year commencing January
                  1, 1998, the three year Short-Term Payout would become payable
                  during a 60 day period commencing January 1, 2002.

         4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT. Should
                  an event occur that triggers a benefit under Article 5, 6, 7
                  or 8, any Annual Deferral Amount, plus amounts credited or
                  debited thereon, that is subject to a Short-Term Payout
                  election under Section 4.1 shall not be paid in accordance
                  with Section 4.1 but shall instead be paid in accordance with
                  the other applicable Article.

         4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL
                  EMERGENCIES. If the Participant experiences an Unforeseeable
                  Financial Emergency, the Participant may petition the
                  Committee to (i) suspend any deferrals required to be made by
                  a Participant and/or (ii) receive a partial or full payout
                  from the Plan. The payout shall not exceed the lesser of the
                  Participant's Account Balance, calculated as if such
                  Participant were receiving a Termination Benefit, or the
                  amount reasonably needed to satisfy the Unforeseeable
                  Financial Emergency as determined by the Committee. If,
                  subject to the sole discretion of the Committee, the petition
                  for a suspension and/or payout is approved, suspension shall
                  take effect upon the date of approval and any payout shall be
                  made within 60 days of the date of approval. The payment of
                  any amount under this Section 4.3 shall not be subject to the
                  Deduction Limitation or any withdrawal penalty.




                                      -13-

<PAGE>   18

         4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's
                  death, his or her Beneficiary) may elect, at any time, to
                  withdraw all of his or her Account Balance, calculated as if
                  there had occurred a Termination of Employment as of the day
                  of the election, less a withdrawal penalty equal to 10% of
                  such amount (the net amount shall be referred to as the
                  "Withdrawal Amount"). This election can be made at any time,
                  before or after Retirement, Disability, death or Termination
                  of Employment, and whether or not the Participant (or
                  Beneficiary) is in the process of being paid pursuant to an
                  installment payment schedule. If made before Retirement,
                  Disability or death, a Participant's Withdrawal Amount shall
                  be his or her Account Balance calculated as if there had
                  occurred a Termination of Employment as of the day of the
                  election. No partial withdrawals of the Withdrawal Amount
                  shall be allowed. The Participant (or his or her Beneficiary)
                  shall make this election by giving the Committee advance
                  written notice of the election in a form determined from time
                  to time by the Committee. The Participant (or his or her
                  Beneficiary) shall be paid the Withdrawal Amount within 60
                  days of his or her election. Once the Withdrawal Amount is
                  paid, the Participant's participation in the Plan shall
                  terminate and the Participant shall not be eligible to
                  participate in the Plan until the next enrollment period which
                  is at least 12 months after the date of withdrawal. The
                  payment of this Withdrawal Amount shall not be subject to the
                  Deduction Limitation.

                                    ARTICLE 5

                               RETIREMENT BENEFIT
                               ------------------

         5.1      RETIREMENT BENEFIT. Subject to the Deduction Limitation, a
                  Participant who Retires shall receive, as a Retirement
                  Benefit, his or her Account Balance.

         5.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection
                  with his or her commencement of participation in the Plan,
                  shall elect on an Election Form to receive the Retirement
                  Benefit in a lump sum or pursuant to an Annual Installment
                  Method of from 2 to 10 years. The Participant may annually
                  change his or her election to an allowable alternative payout
                  period by submitting a new Election Form to the Committee,
                  provided that any such Election Form is submitted at least one
                  year prior to the Participant's Retirement and is accepted by
                  the Committee in its sole discretion. The Election Form most
                  recently accepted by the Committee shall govern the payout of
                  the Retirement Benefit. If a Participant does not make any
                  election with respect to the payment of the Retirement
                  Benefit, then such benefit shall be payable in a lump sum. The
                  lump sum payment shall be made, or installment payments shall
                  commence, no later than 60 days after the date the Participant
                  Retires or at such later date as the Participant may designate
                  on a timely filed Election form. Any payment made shall be
                  subject to the Deduction Limitation.




                                      -14-
<PAGE>   19

         5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a
                  Participant dies after Retirement but before the Retirement
                  Benefit is paid in full, the Participant's unpaid Retirement
                  Benefit payments shall continue and shall be paid to the
                  Participant's Beneficiary (a) over the remaining number of
                  months and in the same amounts as that benefit would have been
                  paid to the Participant had the Participant survived, or (b)
                  in a lump sum, if requested by the Beneficiary and allowed in
                  the sole discretion of the Committee, that is equal to the
                  Participant's unpaid remaining Account Balance.


                                    ARTICLE 6

                         PRE-RETIREMENT SURVIVOR BENEFIT
                         -------------------------------

         6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction
                  Limitation, the Participant's Beneficiary shall receive a
                  Pre-Retirement Survivor Benefit equal to the Participant's
                  Account Balance if the Participant dies before he or she
                  Retires, experiences a Termination of Employment or suffers a
                  Disability.

         6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. Payment of the
                  Pre-Retirement Survivor Benefit shall be made in a lump sum.
                  The lump sum payment shall be made no later than 60 days after
                  the date the Committee is provided with proof that is
                  satisfactory to the Committee of the Participant's death. Any
                  payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 7

                               TERMINATION BENEFIT
                               -------------------

         7.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, the
                  Participant shall receive a Termination Benefit, which shall
                  be equal to the Participant's Account Balance, if a
                  Participant experiences a Termination of Employment prior to
                  his or her Retirement, death or Disability.

         7.2      PAYMENT OF TERMINATION BENEFIT. Payment of the Participant's
                  Termination Benefit shall be made in a lump sum. The lump sum
                  payment shall be made no later than 60 days after the date of
                  the Participant's Termination of Employment. Any payment made
                  shall be subject to the Deduction Limitation.

                                    ARTICLE 8

                          DISABILITY WAIVER AND BENEFIT
                          -----------------------------



                                      -15-

<PAGE>   20

         8.1      DISABILITY WAIVER.

                  (a)      WAIVER OF DEFERRAL. A Participant who is determined
                           by the Committee to be suffering from a Disability
                           shall be excused from fulfilling that portion of the
                           Annual Deferral Amount commitment that would
                           otherwise have been withheld from a Participant's
                           Base Annual Salary and Annual Bonus for the Plan Year
                           during which the Participant first suffers a
                           Disability. During the period of Disability, the
                           Participant shall not be allowed to make any
                           additional deferral elections, but will continue to
                           be considered a Participant for all other purposes of
                           this Plan.

                  (b)      RETURN TO WORK. If a Participant returns to
                           employment with an Employer after a Disability
                           ceases, the Participant may elect to defer an Annual
                           Deferral Amount for the Plan Year following his or
                           her return to employment or service and for every
                           Plan Year thereafter while a Participant in the Plan;
                           provided such deferral elections are otherwise
                           allowed and an Election Form is delivered to and
                           accepted by the Committee for each such election in
                           accordance with Section 3.3 above.

         8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant
                  suffering a Disability shall, for benefit purposes under this
                  Plan, continue to be considered to be employed and shall be
                  eligible for the benefits provided for in Articles 4, 5, 6 or
                  7 in accordance with the provisions of those Articles.
                  Notwithstanding the foregoing, the Committee shall have the
                  right to, in its sole and absolute discretion and for purposes
                  of this Plan only, and must in the case of a Participant who
                  is otherwise eligible to Retire, deem the Participant to have
                  experienced a Termination of Employment, or in the case of a
                  Participant who is eligible to Retire, to have Retired, at any
                  time (or in the case of a Participant who is eligible to
                  Retire, as soon as practicable) after such Participant is
                  determined to be suffering a Disability, in which case the
                  Participant shall receive a Disability Benefit equal to his or
                  her Account Balance at the time of the Committee's
                  determination; provided, however, that should the Participant
                  otherwise have been eligible to Retire, he or she shall be
                  paid in accordance with Article 5. The Disability Benefit
                  shall be paid in a lump sum within 60 days of the Committee's
                  exercise of such right. Any payment made shall be subject to
                  the Deduction Limitation.

                                    ARTICLE 9

                             BENEFICIARY DESIGNATION
                             -----------------------

         9.1      BENEFICIARY. Each Participant shall have the right, at any
                  time, to designate his or her Beneficiary(ies) (both primary
                  as well as contingent) to receive any benefits payable under
                  the Plan to a beneficiary upon the death of a Participant. The




                                      -16-

<PAGE>   21
                  Beneficiary designated under this Plan may be the same as or
                  different from the Beneficiary designation under any other
                  plan of an Employer in which the Participant participates.

         9.2      BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate
                  his or her Beneficiary by completing and signing the
                  Beneficiary Designation Form, and returning it to the
                  Committee or its designated agent. A Participant shall have
                  the right to change a Beneficiary by completing, signing and
                  otherwise complying with the terms of the Beneficiary
                  Designation Form and the Committee's rules and procedures, as
                  in effect from time to time. Upon the acceptance by the
                  Committee of a new Beneficiary Designation Form, all
                  Beneficiary designations previously filed shall be canceled.
                  The Committee shall be entitled to rely on the last
                  Beneficiary Designation Form filed by the Participant and
                  accepted by the Committee prior to his or her death.

         9.3      ACKNOWLEDGMENT. No designation or change in designation of a
                  Beneficiary shall be effective until received in writing and
                  acknowledged in writing by the Committee or its designated
                  agent.

         9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to
                  designate a Beneficiary as provided in Sections 9.1, 9.2 and
                  9.3 above, or if all designated Beneficiaries predecease the
                  Participant or die prior to complete distribution of the
                  Participant's benefits, then the Participant's designated
                  Beneficiary shall be deemed to be his or her surviving spouse.
                  If the Participant has no surviving spouse, the benefits
                  remaining under the Plan to be paid to a Beneficiary shall be
                  payable to the then living issue of the Participant per
                  stirpes and, if there is no such issue, to the executor or
                  personal representative of the Participant's estate.

         9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to
                  the proper Beneficiary to receive payments pursuant to this
                  Plan, the Committee shall have the right, exercisable in its
                  discretion, to cause the Participant's Employer to withhold
                  such payments until this matter is resolved to the Committee's
                  satisfaction.

         9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the
                  Plan to a Beneficiary shall fully and completely discharge all
                  Employers and the Committee from all further obligations under
                  this Plan with respect to the Participant, and that
                  Participant's Plan Agreement shall terminate upon such full
                  payment of benefits.

                                   ARTICLE 10

                                LEAVE OF ABSENCE
                                ----------------




                                      -17-

<PAGE>   22

         10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
                  Participant's Employer for any reason to take a paid leave of
                  absence from the employment of the Employer, the Participant
                  shall continue to be considered employed by the Employer and
                  the Annual Deferral Amount shall continue to be withheld
                  during such paid leave of absence in accordance with Section
                  3.4.

         10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
                  Participant's Employer for any reason to take an unpaid leave
                  of absence from the employment of the Employer, the
                  Participant shall continue to be considered employed by the
                  Employer and the Participant shall be excused from making
                  deferrals until the earlier of the date the leave of absence
                  expires or the Participant returns to a paid employment
                  status. Upon such expiration or return, deferrals shall resume
                  for the remaining portion of the Plan Year in which the
                  expiration or return occurs, based on the deferral election,
                  if any, made for that Plan Year. If no election was made for
                  that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11

                     TERMINATION, AMENDMENT OR MODIFICATION
                     --------------------------------------

         11.1     TERMINATION. Although each Employer anticipates that it will
                  continue the Plan for an indefinite period of time, there is
                  no guarantee that any Employer will continue the Plan or will
                  not terminate the Plan at any time in the future. Accordingly,
                  each Employer reserves the right to discontinue its
                  sponsorship of the Plan and/or to terminate the Plan at any
                  time with respect to any or all of its participating
                  Employees, by action of its board of directors or any duly
                  authorized committee thereof. Notwithstanding any provision of
                  this Plan to the contrary, the Plan shall terminate
                  automatically upon the occurrence of a Change in Control
                  without the necessity of any action by any Employer. Upon the
                  termination of the Plan with respect to any Employer, the Plan
                  Agreements of the affected Participants who are employed by
                  that Employer shall terminate and their Account Balances,
                  determined as if they had experienced a Termination of
                  Employment on the date of Plan termination, or if Plan
                  termination occurs after the date upon which a Participant was
                  eligible to Retire, then with respect to that Participant as
                  if he or she had Retired on the date of Plan termination,
                  shall be paid to the Participants as follows: Prior to a
                  Change in Control, if the Plan is terminated with respect to
                  all of its Participants, an Employer shall have the right, in
                  its sole discretion, and notwithstanding any elections made by
                  the Participant, to pay such benefits in a lump sum or
                  pursuant to an Annual Installment Method of up to 10 years,
                  with amounts credited and debited during the installment
                  period as provided herein. If the Plan is terminated with
                  respect to less than all of its Participants, an Employer
                  shall be required to pay such benefits in a lump sum. After a
                  Change in Control, the Employer shall be required to pay such
                  benefits in a lump sum. The




                                      -18-
<PAGE>   23
                  termination of the Plan shall not adversely affect any
                  Participant or Beneficiary who has become entitled to the
                  payment of any benefits under the Plan as of the date of
                  termination; provided, however, that the Employer shall have
                  the right to accelerate installment payments without a premium
                  or prepayment penalty by paying the Account Balance in a lump
                  sum or pursuant to an Annual Installment Method using fewer
                  years.

         11.2     AMENDMENT. Any Employer may, at any time, amend or modify the
                  Plan in whole or in part with respect to that Employer by the
                  action of its board of directors or any duly authorized
                  committee thereof; provided, however, that no amendment or
                  modification shall be effective to decrease or restrict the
                  value of a Participant's Account Balance in existence at the
                  time the amendment or modification is made, calculated as if
                  the Participant had experienced a Termination of Employment as
                  of the effective date of the amendment or modification or, if
                  the amendment or modification occurs after the date upon which
                  the Participant was eligible to Retire, the Participant had
                  Retired as of the effective date of the amendment or
                  modification. The amendment or modification of the Plan shall
                  not affect any Participant or Beneficiary who has become
                  entitled to the payment of benefits under the Plan as of the
                  date of the amendment or modification; provided, however, that
                  the Employer shall have the right to accelerate installment
                  payments by paying the Account Balance in a lump sum or
                  pursuant to an Annual Installment Method using fewer years.

         11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and
                  11.2 above, if a Participant's Plan Agreement contains
                  benefits or limitations that are not in this Plan document,
                  the Employer may only amend or terminate such provisions with
                  the consent of the Participant.

         11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit
                  under Articles 4, 5, 6, 7 or 8 of the Plan shall completely
                  discharge all obligations to a Participant and his or her
                  designated Beneficiaries under this Plan and the Participant's
                  Plan Agreement shall terminate.

                                   ARTICLE 12

                                 ADMINISTRATION
                                 --------------

         12.1     COMMITTEE DUTIES. This Plan shall be administered by a
                  Committee which shall consist of the Compensation Committee of
                  the Board, or such other committee as the Board shall appoint.
                  Members of the Committee may be Participants under this Plan.
                  The Committee shall also have the complete discretion and
                  authority to (i) make, amend, interpret, and enforce all
                  appropriate rules and regulations for the administration of
                  this Plan and (ii) decide or resolve any and all questions
                  including 





                                      -19-
<PAGE>   24
                  interpretations of this Plan, as may arise in connection with
                  the Plan. Any individual serving on the Committee who is a
                  Participant shall not vote or act on any matter relating
                  solely to himself or herself. When making a determination or
                  calculation, the Committee shall be entitled to rely on
                  information furnished by a Participant or the Company.

         12.2     AGENTS. In the administration of this Plan, the Committee may,
                  from time to time, employ agents and delegate to them such
                  administrative duties as it sees fit (including acting through
                  a duly appointed representative) and may from time to time
                  consult with counsel who may be counsel to any Employer.

         12.3     BINDING EFFECT OF DECISIONS. The decision or action of the
                  Committee with respect to any question arising out of or in
                  connection with the administration, interpretation and
                  application of the Plan and the rules and regulations
                  promulgated hereunder shall be final and conclusive and
                  binding upon all persons having any interest in the Plan.

         12.4     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold
                  harmless the members of the Committee, and any Employee to
                  whom the duties of the Committee may be delegated, against any
                  and all claims, losses, damages, expenses or liabilities
                  arising from any action or failure to act with respect to this
                  Plan, except in the case of willful misconduct by the
                  Committee or any of its members or any such Employee.

         12.5     EMPLOYER INFORMATION. To enable the Committee to perform its
                  functions, each Employer shall supply full and timely
                  information to the Committee on all matters relating to the
                  compensation of its Participants, the date and circumstances
                  of the Retirement, Disability, death or Termination of
                  Employment of its Participants, and such other pertinent
                  information as the Committee may reasonably require.

         12.6     MULTIPLE COMMITTEES. The Board may divide the duties of the
                  Committee among more than one Committee. If more than one
                  Committee is established, the Board shall designate the scope
                  of authority of each such Committee. Each such Committee shall
                  have all the powers and privileges set forth above subject
                  only to any limitations on the scope of its authority imposed
                  by the Board.






                                      -20-
<PAGE>   25

                                   ARTICLE 13

                          OTHER BENEFITS AND AGREEMENTS
                          -----------------------------

         13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
                  Participant and such Participant's Beneficiary under the Plan
                  are in addition to any other benefits available to such
                  Participant under any other plan or program for employees of
                  the Participant's Employer. The Plan shall supplement and
                  shall not supersede, modify or amend any other such plan or
                  program except as may otherwise be expressly provided.

                                   ARTICLE 14

                                CLAIMS PROCEDURES
                                -----------------

         14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a
                  deceased Participant (such Participant or Beneficiary being
                  referred to below as a "Claimant") may deliver to the
                  Committee a written claim for a determination with respect to
                  the amounts distributable to such Claimant from the Plan. If
                  such a claim relates to the contents of a notice received by
                  the Claimant, the claim must be made within 60 days after such
                  notice was received by the Claimant. All other claims must be
                  made within 180 days of the date on which the event that
                  caused the claim to arise occurred. The claim must state with
                  particularity the determination desired by the Claimant.

         14.2     NOTIFICATION OF DECISION. The Committee shall consider a
                  Claimant's claim within a reasonable time, and shall notify
                  the Claimant in writing:

                  (a)      that the Claimant's requested determination has been
                           made, and that the claim has been allowed in full; or

                  (b)      that the Committee has reached a conclusion contrary,
                           in whole or in part, to the Claimant's requested
                           determination, in which case such notice must also be
                           set forth in a manner calculated to be understood by
                           the Claimant:

                           1.       the specific reason(s) for the denial of the
                                    claim, or any part thereof;

                           2.       specific reference(s) to pertinent
                                    provisions of the Plan upon which such
                                    denial was based;

                           3.       a description of any additional material or
                                    information necessary for the Claimant to
                                    perfect the claim, and an explanation of why
                                    such material or information is necessary;
                                    and




                                      -21-

<PAGE>   26

                           4.       an explanation of the claim review procedure
                                    set forth in Section 14.3 below.

         14.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a
                  notice from the Committee that a claim has been denied, in
                  whole or in part, a Claimant (or the Claimant's duly
                  authorized representative) may file with the Committee a
                  written request for a review of the denial of the claim.
                  Thereafter, but not later than 30 days after the review
                  procedure began, the Claimant (or the Claimant's duly
                  authorized representative):

                  (a)      may review pertinent documents;

                  (b)      may submit written comments or other documents; 
                           and/or

                  (c)      may request a hearing, which the Committee, in its
                           sole discretion, may grant.

         14.4     DECISION ON REVIEW. The Committee shall render its decision on
                  review promptly, and not later than 60 days after the filing
                  of a written request for review of the denial, unless a
                  hearing is held or other special circumstances require
                  additional time, in which case the Committee's decision must
                  be rendered within 120 days after such date. Such decision
                  must be written in a manner calculated to be understood by the
                  Claimant, and it must contain:

                  A.       specific reasons for the decision;

                  B.       specific reference(s) to the pertinent Plan
                           provisions upon which the decision was based; and

                  C.       such other matters as the Committee deems relevant.

         14.5     LEGAL ACTION. A Claimant's compliance with the foregoing
                  provisions of this Article 14 is a mandatory prerequisite to a
                  Claimant's right to commence any legal action with respect to
                  any claim for benefits under this Plan.





                                      -22-

<PAGE>   27

                                   ARTICLE 15

                                      TRUST
                                      -----


         15.1     ESTABLISHMENT OF THE TRUST. The Company shall establish the
                  Trust, and each Employer shall at least annually transfer over
                  to the Trust such assets as the Employer determines, in its
                  sole discretion, are necessary to provide, on a present value
                  basis, for its respective future liabilities created with
                  respect to the Annual Deferral Amounts for such Employer's
                  Participants for all periods prior to the transfer, as well as
                  any debits and credits to the Participants' Account Balances
                  for all periods prior to the transfer, taking into
                  consideration the value of the assets in the trust at the time
                  of the transfer.

         15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of
                  the Plan and the Plan Agreement shall govern the rights of a
                  Participant to receive distributions pursuant to the Plan. The
                  provisions of the Trust shall govern the rights of the
                  Employers, Participants and the creditors of the Employers to
                  the assets transferred to the Trust. Each Employer shall at
                  all times remain liable to carry out its obligations under the
                  Plan.

         15.3     DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations
                  under the Plan may be satisfied with Trust assets distributed
                  pursuant to the terms of the Trust, and any such distribution
                  shall reduce the Employer's obligations under this Plan.

                                   ARTICLE 16

                                  MISCELLANEOUS
                                  -------------

         16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not
                  qualified within the meaning of Code Section 401(a) and that
                  "is unfunded and is maintained by an employer primarily for
                  the purpose of providing deferred compensation for a select
                  group of management or highly compensated employees" within
                  the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).
                  The Plan shall be administered and interpreted to the extent
                  possible in a manner consistent with that intent.

         16.2     UNSECURED GENERAL CREDITOR. Participants and their
                  Beneficiaries, heirs, successors and assigns shall have no
                  legal or equitable rights, interests or claims in any property
                  or assets of an Employer. For purposes of the payment of
                  benefits under this Plan, any and all of an Employer's assets
                  shall be, and remain, the general, unpledged unrestricted
                  assets of the Employer. An Employer's obligation under the
                  Plan shall be merely that of an unfunded and unsecured promise
                  to pay money in the future.




                                      -23-
<PAGE>   28

         16.3     EMPLOYER'S LIABILITY. An Employer's liability for the payment
                  of benefits shall be defined only by the Plan and the Plan
                  Agreement, as entered into between the Employer and a
                  Participant. An Employer shall have no obligation to a
                  Participant under the Plan except as expressly provided in the
                  Plan and his or her Plan Agreement.

         16.4     NONASSIGNABILITY. Neither a Participant nor any other person
                  shall have any right to commute, sell, assign, transfer,
                  pledge, anticipate, mortgage or otherwise encumber, transfer,
                  hypothecate, alienate or convey in advance of actual receipt,
                  the amounts, if any, payable hereunder, or any part thereof,
                  which are, and all rights to which are expressly declared to
                  be, unassignable and non-transferable. No part of the amounts
                  payable shall, prior to actual payment, be subject to seizure,
                  attachment, garnishment or sequestration for the payment of
                  any debts, judgments, alimony or separate maintenance owed by
                  a Participant or any other person, be transferable by
                  operation of law in the event of a Participant's or any other
                  person's bankruptcy or insolvency or be transferable to a
                  spouse as a result of a property settlement or otherwise.

         16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this
                  Plan shall not be deemed to constitute a contract of
                  employment between any Employer and the Participant. Such
                  employment is hereby acknowledged to be an "at will"
                  employment relationship that can be terminated at any time for
                  any reason, or no reason, with or without cause, and with or
                  without notice, unless otherwise expressly provided in a
                  written employment agreement. Nothing in this Plan shall be
                  deemed to give a Participant the right to be retained in the
                  service of any Employer or to interfere with the right of any
                  Employer to discipline or discharge the Participant at any
                  time.

         16.6     FURNISHING INFORMATION. A Participant or his or her
                  Beneficiary will cooperate with the Committee by furnishing
                  any and all information requested by the Committee and take
                  such other actions as may be requested in order to facilitate
                  the administration of the Plan and the payments of benefits
                  hereunder, including but not limited to taking such physical
                  examinations as the Committee may deem necessary.

         16.7     TERMS. Whenever any words are used herein in the masculine,
                  they shall be construed as though they were in the feminine in
                  all cases where they would so apply; and whenever any words
                  are used herein in the singular or in the plural, they shall
                  be construed as though they were used in the plural or the
                  singular, as the case may be, in all cases where they would so
                  apply.



                                      -24-

<PAGE>   29

         16.8     CAPTIONS. The captions of the articles, sections and
                  paragraphs of this Plan are for convenience only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

         16.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan
                  shall be construed and interpreted according to the internal
                  laws of the Commonwealth of Massachusetts without regard to
                  its conflicts of laws principles.

         16.10    NOTICE. Any notice or filing required or permitted to be given
                  to the Committee under this Plan shall be sufficient if in
                  writing and hand-delivered, or sent by registered or certified
                  mail, to the address below:

                             Deferred Compensation Committee
                             The Pioneer Group, Inc.
                             60 State Street
                             Boston, MA 02109

                  Such notice shall be deemed given as of the date of delivery
                  or, if delivery is made by mail, as of the date shown on the
                  postmark on the receipt for registration or certification.

                  Any notice or filing required or permitted to be given to a
                  Participant under this Plan shall be sufficient if in writing
                  and hand-delivered, or sent by mail, to the last known address
                  of the Participant.

         16.11    SUCCESSORS. The provisions of this Plan shall bind and inure
                  to the benefit of the Participant's Employer and its
                  successors and assigns and the Participant and the
                  Participant's designated Beneficiaries.

         16.12    VALIDITY. In case any provision of this Plan shall be illegal
                  or invalid for any reason, said illegality or invalidity shall
                  not affect the remaining parts hereof, but this Plan shall be
                  construed and enforced as if such illegal or invalid provision
                  had never been inserted herein.

         16.13    INCOMPETENT. If the Committee determines in its discretion
                  that a benefit under this Plan is to be paid to a minor, a
                  person declared incompetent or to a person incapable of
                  handling the disposition of that person's property, the
                  Committee may direct payment of such benefit to the guardian,
                  legal representative or person having the care and custody of
                  such minor, incompetent or incapable person. The Committee may
                  require proof of minority, incompetence, incapacity or
                  guardianship, as it may deem appropriate prior to distribution
                  of the benefit. Any payment of a benefit shall be a payment
                  for the account of the Participant and the




                                      -25-
<PAGE>   30

                  Participant's Beneficiary, as the case may be, and shall be a
                  complete discharge of any liability under the Plan for such
                  payment amount.

         16.14    DISTRIBUTION IN THE EVENT OF TAXATION.

                  (a)      IN GENERAL. If, for any reason, all or any portion of
                           a Participant's benefits under this Plan becomes
                           taxable to the Participant prior to receipt, a
                           Participant may petition the Committee before a
                           Change in Control, or the trustee of the Trust after
                           a Change in Control, for a distribution of that
                           portion of his or her benefit that has become
                           taxable. Upon the grant of such a petition, which
                           grant shall not be unreasonably withheld (and, after
                           a Change in Control, shall be granted), a
                           Participant's Employer shall distribute to the
                           Participant immediately available funds in an amount
                           equal to the taxable portion of his or her benefit
                           (which amount shall not exceed a Participant's unpaid
                           Account Balance under the Plan). If the petition is
                           granted, the tax liability distribution shall be made
                           within 90 days of the date when the Participant's
                           petition is granted. Such a distribution shall affect
                           and reduce the benefits to be paid under this Plan.

                  (b)      TRUST. If the Trust terminates in accordance with
                           Section 3.6(e) of the Trust and benefits are
                           distributed from the Trust to a Participant in
                           accordance with that Section, the Participant's
                           benefits under this Plan shall be reduced to the
                           extent of such distributions.

         16.15    INSURANCE. The Employers, on their own behalf or on behalf of
                  the trustee of the Trust, in their sole discretion, may apply
                  for and procure insurance on the life of the Participant, in
                  such amounts and in such forms as the Trust may choose. The
                  Employers or the trustee of the Trust, as the case may be,
                  shall be the sole owner and beneficiary of any such insurance.
                  The Participant shall have no interest whatsoever in any such
                  policy or policies, and at the request of the Employers shall
                  submit to medical examinations and supply such information and
                  execute such documents as may be required by the insurance
                  company or companies to whom the Employers have applied for
                  insurance.

         16.16    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The
                  Company and each Employer is aware that upon the occurrence of
                  a Change in Control, the Board or the board of directors of a
                  Participant's Employer (which might then be composed of new
                  members) or a shareholder of the Company or the Participant's
                  Employer, or of any successor corporation, might then cause or
                  attempt to cause the Company, the Participant's Employer or
                  such successor to refuse to comply with its obligations under
                  the Plan and might cause or attempt to cause the Company or
                  the Participant's Employer to institute, or may institute,
                  litigation seeking to deny Participants the benefits intended
                  under the Plan. In these circumstances, the 




                                      -26-

<PAGE>   31

                  purpose of the Plan could be frustrated. Accordingly, if,
                  following a Change in Control, it should appear to any
                  Participant that the Company, the Participant's Employer or
                  any successor corporation has failed to comply with any of its
                  obligations under the Plan or any agreement thereunder, or if
                  the Company, such Employer or any other person takes any
                  action to declare the Plan void or unenforceable or institutes
                  any litigation or other legal action designed to deny,
                  diminish or to recover from any Participant the benefits
                  intended to be provided, then the Company and the
                  Participant's Employer irrevocably authorize such Participant
                  to retain counsel of his or her choice at the expense of the
                  Company and the Participant's Employer (who shall be jointly
                  and severally liable) to represent such Participant in
                  connection with the initiation or defense of any litigation or
                  other legal action, whether by or against the Company, the
                  Participant's Employer or any director, officer, shareholder
                  or other person affiliated with the Company, the Participant's
                  Employer or any successor thereto in any jurisdiction. The
                  Company may recover any legal fees paid if a court of
                  competent jurisdiction finds that the retention of counsel by
                  the Participant was frivolous. If the Participant prevails to
                  any extent, the retention of counsel shall be conclusively
                  determined not to be frivolous.


         IN WITNESS WHEREOF, the Company has signed this Plan document as of
this 15th day of October, 1998.



                                        "Company"

                                        The Pioneer Group, Inc.


                                        By: /s/ ROBERT P. NAULT        
                                            ---------------------------------
                                            Title: Senior Vice President 
                                                   and General Counsel




                                      -27-

<PAGE>   32



                         Schedule A -- Measurement Funds






                                      -28-