UNITED ASSET MANAGEMENT CORP, 10-Q, 1996-05-10

UNITED ASSET MANAGEMENT CORP
10-Q, 1996-05-10
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED MARCH 31, 1996 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 1-9215

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

UNITED ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 04-2714625
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)

ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 330-8900

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X Yes No
----- -----

The number of shares of common stock outstanding as of May 6, 1996 was
30,470,732.

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

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements. (F-1 to F-4)

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. (F-5 to F-7)

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
Certain of the Company's subsidiaries are subject to legal proceedings
arising in the ordinary course of business. On the basis of
information presently available and advice received from counsel, it
is the opinion of management that the disposition or ultimate
determination of such legal proceedings will not have a material
adverse effect on the financial position of the Company.

Item 2. Changes in Securities. Not Applicable

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable

Item 5. Other Information. None

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibit 2 - Not Applicable
Exhibit 3 - Not Applicable
Exhibit 4 - Not Applicable
Exhibit 10 - Amended and Restated Credit Agreement
dated as of April 19, 1996
Exhibit 11 - Calculation of Earnings Per Share (F-8)
Exhibit 15 - Not Applicable
Exhibit 18 - Not Applicable
Exhibit 19 - Not Applicable
Exhibit 22 - Not Applicable
Exhibit 23 - Not Applicable
Exhibit 24 - Not Applicable
Exhibit 27 - Financial Data Schedule

(b) There have been no reports on Form 8-K filed by the Company for
the quarter ended March 31, 1996.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

UNITED ASSET MANAGEMENT CORPORATION

May 8, 1996 /s/ William H. Park
- ------------------------- ----------------------------
(Date) William H. Park
Executive Vice President and
Chief Financial Officer

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED ASSET MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

Three Months Ended March 31, 1996 1995
- ---------------------------------------------------------------------------

<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . $198,869,000 $151,102,000
------------ ------------
Operating expenses:
Compensation and related expenses. . . . . 95,565,000 71,275,000
Amortization of cost assigned to
contracts acquired . . . . . . . . . . . 28,780,000 20,068,000
Other operating expenses . . . . . . . . . 29,910,000 23,790,000
------------ ------------
154,255,000 115,133,000
------------ ------------

Operating income . . . . . . . . . . . . . . 44,614,000 35,969,000
------------ ------------

Non-operating expenses:
Interest expense, net. . . . . . . . . . . 10,427,000 8,319,000
Other amortization . . . . . . . . . . . . 459,000 373,000
------------ ------------
10,886,000 8,692,000
------------ ------------
Income before income tax expense . . . . . . 33,728,000 27,277,000
Income tax expense . . . . . . . . . . . . . 14,435,000 11,672,000
------------ ------------

Net income . . . . . . . . . . . . . . . . . $ 19,293,000 $ 15,605,000
------------ ------------
------------ ------------

Earnings per share:
Primary earnings per share . . . . . . . . $.61 $.51
Fully diluted earnings per share . . . . . $.60 $.51

Dividends declared per share . . . . . . . . $.32 $.28
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-1

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

March 31, December 31,
1996 1995
(Unaudited)
- --------------------------------------------------------------------------------------
Assets

<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . $ 108,676,000 $ 123,768,000
Investment advisory fees receivable. . . . . . . 125,540,000 124,055,000
Other current assets . . . . . . . . . . . . . . 13,127,000 12,877,000
-------------- --------------
Total current assets . . . . . . . . . . . . . . . 247,343,000 260,700,000

Fixed assets, net. . . . . . . . . . . . . . . . . 27,845,000 26,746,000
Cost assigned to contracts acquired, net . . . . . 1,008,480,000 1,037,280,000
Other assets . . . . . . . . . . . . . . . . . . 60,727,000 60,211,000
-------------- --------------
Total assets . . . . . . . . . . . . . . . . . . . $1,344,395,000 $1,384,937,000
-------------- --------------
-------------- --------------

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses. . . . . . $ 86,330,000 $ 93,714,000
Accrued compensation . . . . . . . . . . . . . . 50,577,000 85,766,000
Current portion of notes payable . . . . . . . . 7,077,000 1,852,000
-------------- --------------
Total current liabilities. . . . . . . . . . . . . 143,984,000 181,332,000

Senior notes payable . . . . . . . . . . . . . . . 150,000,000 150,000,000
Subordinated notes payable . . . . . . . . . . . . 503,436,000 523,020,000
Deferred income taxes. . . . . . . . . . . . . . . 43,062,000 44,688,000
-------------- --------------
Total liabilities. . . . . . . . . . . . . . . . . 840,482,000 899,040,000
-------------- --------------

Commitments and contingencies

Stockholders' equity:
Common stock, par value $.01 per share . . . . . 308,000 308,000
Capital in excess of par value . . . . . . . . . 342,590,000 341,398,000
Retained earnings. . . . . . . . . . . . . . . . 175,425,000 175,695,000
-------------- --------------
518,323,000 517,401,000

Less treasury shares at cost . . . . . . . . . . (14,410,000) (31,504,000)
-------------- --------------
Total stockholders' equity . . . . . . . . . . . . 503,913,000 485,897,000
-------------- --------------
Total liabilities and stockholders'
equity . . . . . . . . . . . . . . . . . . . . . $1,344,395,000 $1,384,937,000
-------------- --------------
-------------- --------------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-2

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

Three Months Ended March 31, 1996 1995
- --------------------------------------------------------------------------------

<S> <C> <C>
Cash flow from operating activities:
Net income . . . . . . . . . . . . . . . . . . . $ 19,293,000 $ 15,605,000
Adjustments to reconcile net income to
net cash flow from operating activities:
Amortization of cost assigned to
contracts acquired . . . . . . . . . . . . . 28,780,000 20,068,000
Depreciation . . . . . . . . . . . . . . . . . 1,822,000 1,206,000
Other amortization . . . . . . . . . . . . . . 459,000 373,000
------------ ------------
Net income plus amortization and
depreciation . . . . . . . . . . . . . . . . . 50,354,000 37,252,000
Changes in assets and liabilities:
Increase in investment advisory
fees receivable. . . . . . . . . . . . . . . (1,622,000) (8,680,000)
Decrease (increase) in other
current assets . . . . . . . . . . . . . . . (271,000) 616,000
Increase (decrease) in accounts payable
and accrued expenses . . . . . . . . . . . . (6,672,000) 6,539,000
Decrease in accrued compensation . . . . . . . (35,119,000) (13,603,000)
Increase (decrease) in deferred income taxes . (1,626,000) 1,543,000
------------ ------------
Net cash flow from operating activities. . . . . . 5,044,000 23,667,000
------------ ------------
Cash flow used in investing activities:
Cash additions to cost assigned to
contracts acquired . . . . . . . . . . . . . . (10,000) (11,559,000)
Change in other assets . . . . . . . . . . . . . (4,088,000) (6,028,000)
------------ ------------
Net cash flow used in investing activities . . . . (4,098,000) (17,587,000)
------------ ------------
Cash flow from (used in) financing activities:
Purchase of treasury shares. . . . . . . . . . . (14,187,000) (3,324,000)
Reductions in long-term debt, net. . . . . . . . (1,371,000) (5,118,000)
Issuance or reissuance of equity securities. . . 9,021,000 2,531,000
Dividends paid . . . . . . . . . . . . . . . . . (8,996,000) (8,605,000)
------------ ------------
Net cash flow used in financing activities . . . . (15,533,000) (14,516,000)
------------ ------------
Effect of foreign exchange rate changes
on cash flow . . . . . . . . . . . . . . . . . . (505,000) 839,000
------------ ------------
Net decrease in cash and cash equivalents. . . . . (15,092,000) (7,597,000)
Cash and cash equivalents at beginning of quarter. 123,768,000 89,050,000
------------ ------------
Cash and cash equivalents at end of quarter. . . . $108,676,000 $ 81,453,000
------------ ------------
------------ ------------
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-3

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1

In the opinion of management, the accompanying unaudited Condensed
Consolidated Financial Statements contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial position of
the Company and its subsidiaries at March 31, 1996 and their results of
operations and cash flows for the three months ended March 31, 1996 and 1995.
These Financial Statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.

Note 2

Accumulated depreciation of fixed assets was $33,539,000 and $31,717,000 at
March 31, 1996 and December 31, 1995, respectively. The accumulated
amortization of cost assigned to contracts acquired was $394,416,000 and
$365,636,000 at March 31, 1996 and December 31, 1995, respectively.

Note 3

The Company has a systematic program to repurchase shares of its common
stock to meet the requirements for future issuance of shares upon the exercise
of stock options and warrants. During the three month period ended March 31,
1996, the Company repurchased 350,000 shares of its common stock at a cost of
$14,187,000. During the same period ended March 31, 1996, exercises of warrants
and stock options resulted in the Company extinguishing subordinated notes,
receiving cash proceeds and issuing stock as follows:

<TABLE>
<CAPTION>
Three Months
Ended
March 31, 1996
--------------

<S> <C>
Subordinated notes extinguished $12,900,000
Cash proceeds received $ 9,021,000
Shares issued --
Treasury shares reissued 832,793
</TABLE>

As of March 31, 1996, the Company held 355,672 treasury shares.

As of March 31, 1996, 5,205,000 warrants and 3,730,000 stock options were
outstanding at weighted average exercise prices of $39.93 and $32.28,
respectively.

Note 4

During the three months ended March 31, 1996, Analytic Investment
Management, Inc., an affiliated firm, acquired TSA Capital Management in a
transaction that is being accounted for as a purchase. The combined firms
operate under the name of Analytic-TSA Global Asset Management, Inc.

F-4

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The revenues of UAM's affiliated firms are derived from fees for investment
advisory services provided to institutional and other clients. Investment
advisory fees are generally a function of the overall fee rate charged to each
account and the level of assets under management by the affiliated firms. A
minor portion of revenues are generated when firms consummate transactions for
client portfolios. Assets under management can be affected by the addition of
new client accounts or client contributions to existing accounts, withdrawals of
assets from or terminations of client accounts and investment performance, which
may depend on general market conditions.

During the first quarter of 1996, UAM's assets under management increased
$6.7 billion to a total of $148.8 billion as of March 31, 1996. The increase in
assets under management during the quarter was primarily from internal growth at
UAM affiliates. Net client cash flow for the quarter was slightly positive at
$8 million, reflecting a significant improvement over recent quarters.

AMORTIZATION OF COST ASSIGNED TO CONTRACTS ACQUIRED AND OPERATING CASH FLOW (NET
INCOME PLUS AMORTIZATION AND DEPRECIATION)

Cost assigned to contracts acquired, net of accumulated amortization,
represented approximately 75% of the Company's total assets as of March 31,
1996. Amortization of cost assigned to contracts acquired, which is a non-cash
charge, represented 19% of the Company's operating expenses for the three months
ended March 31, 1996. Recording the cost assigned to contracts acquired as an
asset, with the resulting amortization as an operating expense, reflects the
application of generally accepted accounting principles to acquisitions by UAM
of investment management firms in transactions accounted for as purchases, where
the principal assets acquired are the investment advisory contracts which
evidence the firms' ongoing relationships with their clients.

Although the contracts acquired are typically terminable on 30 days notice,
analyses conducted by independent consultants retained by UAM to assist the
Company in allocating the purchase price among the assets acquired and the
experience of UAM's firms to date have indicated that: 1) contracts are usually
relatively long-lived; 2) the duration of contracts can be reasonably estimated;
and 3) the value of the cost assigned to contracts acquired can be estimated
based on the present value of its projected income stream.

The cost assigned to contracts acquired is amortized on a straight-line
basis over the estimated weighted average useful life of the contracts of
individual firms acquired. These lives are estimated through statistical
analysis of historical patterns of terminations and the size and age of the
contracts acquired as of the acquisition date.

When actual terminations differ from the statistical patterns developed or
upon the occurrence of certain other events, the Company updates the lifing
analyses discussed above. If the update indicates that any of the estimates of
the average remaining lives should be shortened, the remaining cost assigned to
contracts acquired will be amortized over the shorter life commencing in the
year in which the new estimate is determined. There has been no material effect
on the Company's financial position or results of operations as a result of
these updates.

F-5

<PAGE>
Cost assigned to contracts acquired is amortized as an operating expense.
It does not, however, require the use of cash and therefore, management believes
that it is important to distinguish this expense from other operating expenses
in order to evaluate the performance of the Company. Amortization of cost
assigned to contracts acquired per share referred to below has been calculated
by dividing total amortization by the same number of shares used in the fully
diluted earnings-per-share calculation.

For purposes of this discussion, Operating Cash Flow is defined as net
income plus amortization and depreciation, as reflected in the Company's
Condensed Consolidated Statement of Cash Flows. Management uses Operating Cash
Flow not to the exclusion of net income, but rather as an additional important
measure of the Company's performance.

UNITED ASSET MANAGEMENT CORPORATION

OPERATING RESULTS

THREE MONTHS ENDED MARCH 31, 1996
COMPARED TO
THREE MONTHS ENDED MARCH 31, 1995

Revenues increased 32% to $198,869,000 for the three months ended
March 31, 1996, from $151,102,000 for the first quarter of 1995. This increase
is the result of acquisitions that occurred during 1995, as well as the overall
increase in revenues due to positive portfolio performance achieved by UAM's
affiliated firms partially offset by the effect of net client cash outflows
experienced in 1995. The revenues of Provident Investment Counsel and Pilgrim
Baxter & Associates, acquired February 15, 1995 and April 28, 1995,
respectively, have been included since their acquisition dates.

Compensation and related expenses together with other operating expenses
increased 32% to $125,475,000 from $95,065,000, primarily reflecting the
acquisitions described in the preceding paragraph and higher compensation and
operating expenses earned at existing affiliates. The amortization of cost
assigned to contracts acquired increased 43% to $28,780,000 from $20,068,000
primarily as a result of the acquisitions discussed above as well as an
adjustment to the carrying value of a contract with an executive at a UAM
affiliate who died in March 1996. After consideration of related insurance
proceeds, this event did not have a material effect on the Company's
consolidated results of operations.

Interest expense increased to $11,095,000 from $8,942,000, reflecting the
cost of financing the acquisitions discussed above.

Income before income tax expense increased 24% to $33,728,000 from
$27,277,000, reflecting the net result of the circumstances described above. The
Company's estimated annual effective tax rate approximated 43% for both of the
three month periods ended March 31, 1996 and 1995.

Net income increased 24% to $19,293,000 from $15,605,000, reflecting the
factors described above. Fully diluted earnings per share increased 18% to $.60
for the first quarter of 1996 from $.51 in the first quarter of 1995, reflecting
higher net income and the effect of the Company's common stock repurchased,
partially offset by the impact of the issuance of shares of common stock, the
Company's higher common stock price and the exercise of warrants and stock
options on the calculation of earnings per share under the modified treasury
stock method. Amortization of cost assigned to contracts acquired on a per-
share basis increased to $.86 from $.63 primarily as a result of the activity
described above.

F-6

<PAGE>

CHANGES IN FINANCIAL CONDITION AND LIQUIDITY

The Company generated $50,354,000 in Operating Cash Flow (net income plus
amortization and depreciation) for the three months ended March 31, 1996. The
primary use of this Operating Cash Flow was to repurchase shares of the
Company's common stock and to pay dividends to shareholders. The Company
invests its excess cash in deposits with major banks, money market funds or in
securities, principally commercial paper of companies with strong credit ratings
in diversified industries. As of March 31, 1996, the Company had no borrowings
outstanding under its $400,000,000 Revolving Credit Agreement. Effective
April 19, 1996, the Company extended and expanded its line of credit into a
five year, $500,000,000 revolving facility.

Interest rates available for amounts outstanding under the new Credit
Agreement are currently: prime, .40% over LIBOR, .525% over certain certificate
of deposit rates or a money market bid option. Under the money market bid
option, the Company can borrow up to $50,000,000 from members of its banking
group at prevailing money market rates; any such borrowings reduce the
commitment under the Credit Agreement. Currently, a commitment fee of .125% is
payable on the daily unused portion of the $500,000,000 line of credit.

Management believes that the Company's existing capital, together with
Operating Cash Flow and borrowings available under its revolving line of credit,
will provide the Company with sufficient resources to meet its present and
reasonably foreseeable future cash needs. Management expects that the principal
need for financial resources will be to acquire additional investment management
firms, to fund commitments due or potentially due to existing affiliates, to pay
shareholder dividends and to repurchase shares of the Company's common stock,
which will require cash, the issuance of additional UAM securities, or some
combination thereof. Whether the Company ultimately completes additional
acquisitions or the timing of such acquisitions is not certain.

F-7
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

Exhibit 11
CALCULATION OF EARNINGS PER SHARE
(In thousands, except per-share amounts)
(Unaudited)

Three Months Ended
March 31,
----------------------
1996 1995
---- ----

<S> <C> <C>
Common and common equivalent shares:

Net income . . . . . . . . . . . . . . . . $19,293 $15,605
Adjustments thereto (1). . . . . . . . . . 956 597
------- -------
Adjusted net income. . . . . . . . . . . . $20,249 $16,202
------- -------
------- -------

Average shares outstanding . . . . . . . . 30,130 29,597
Adjustments thereto (2). . . . . . . . . . 3,150 2,236
------- -------
Shares used in computation . . . . . . . . 33,280 31,833
------- -------
------- -------

Per Share. . . . . . . . . . . . . . . . . . $.61 $.51
------- -------
------- -------

Common shares - assuming full dilution:

Net income . . . . . . . . . . . . . . . . $19,293 $15,605
Adjustments thereto (1). . . . . . . . . . 608 508
------- -------
Adjusted net income. . . . . . . . . . . . $19,901 $16,113
------- -------
------- -------

Per Share. . . . . . . . . . . . . . . . . . $.60 $.51
------- -------
------- -------
</TABLE>

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

(1) The proceeds from the exercise of stock options and warrants in accordance
with the modified treasury stock method are first used to buy back up to
20% of the Company's common stock at the average price for the period in
the primary calculation and at the higher of the average or closing price
in the fully diluted calculation. Any remaining proceeds are used to
retire debt, and this adjusts income for interest assumed to be saved, net
of income tax, from the use of such proceeds.

(2) Adjusts shares for stock options and warrants under the modified treasury
stock method and contingently issuable shares based on the probability of
issuance, after adjusting for the stock assumed repurchased in accordance
with (1) above.

F-8

<PAGE>

[EXECUTION COPY]

$500,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

April 19, 1996

among

United Asset Management Corporation,

The Banks Listed Herein,

Morgan Guaranty Trust Company of New York,
as Administrative Agent

and

The First National Bank of Boston,
as Collateral Agent

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Accounting Terms and Determinations. . . . . . . . . . . . . . . 18
1.3. Types of Borrowings. . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 2

THE CREDITS

2.1. Commitments to Lend. . . . . . . . . . . . . . . . . . . . . . . 18
2.2. Notice of Borrowing. . . . . . . . . . . . . . . . . . . . . . . 19
2.3. Notice to Banks; Funding of Loans. . . . . . . . . . . . . . . . 19
2.4. Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.5. Maturity of Loans. . . . . . . . . . . . . . . . . . . . . . . . 21
2.6. Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.7. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.8. Optional Termination or Reduction of Commitments . . . . . . . . 25
2.9. Mandatory Termination of Commitments . . . . . . . . . . . . . . 25
2.10. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . 25
2.11. General Provisions as to Payments. . . . . . . . . . . . . . . . 25
2.12. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.13. Computation of Interest and Fees . . . . . . . . . . . . . . . . 26
2.14. Regulation D Compensation. . . . . . . . . . . . . . . . . . . . 27

ARTICLE 3

CONDITIONS

3.1. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.2. Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1. Corporate Existence and Power. . . . . . . . . . . . . . . . . . 29
4.2. Corporate and Governmental Authorization; No Contravention . . . 29
4.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.4. Financial Information. . . . . . . . . . . . . . . . . . . . . . 30
4.5. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.6. Compliance with ERISA. . . . . . . . . . . . . . . . . . . . . . 31

<PAGE>

4.7. Environmental Matters. . . . . . . . . . . . . . . . . . . . . . 31
4.8. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.9. Regulatory Restrictions on Borrowing . . . . . . . . . . . . . . 31
4.10. Full Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . 31
4.11. Representations in Collateral Documents True and Correct . . . . 32
4.12. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.13. Revenue Sharing Agreements . . . . . . . . . . . . . . . . . . . 33
4.14. Title to Properties; Absence of Encumbrances . . . . . . . . . . 33
4.15. Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.16. Securities and Exchange Commission Registrations and
Filings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 33
4.17. No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.18. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE 5

COVENANTS

5.1. Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.2. Payment of Obligations . . . . . . . . . . . . . . . . . . . . . 38
5.3. Maintenance of Property; Insurance . . . . . . . . . . . . . . . 38
5.4. Conduct of Business and Maintenance of Existence . . . . . . . . 39
5.5. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . 39
5.6. Inspection of Property, Books and Records. . . . . . . . . . . . 39
5.7. Mergers and Sales of Assets. . . . . . . . . . . . . . . . . . . 40
5.8. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 40
5.9. Negative Pledge. . . . . . . . . . . . . . . . . . . . . . . . . 40
5.10. Limitation on Debt . . . . . . . . . . . . . . . . . . . . . . . 42
5.11. Senior Debt to Total Capital . . . . . . . . . . . . . . . . . . 43
5.12. Cash Flow Ratio. . . . . . . . . . . . . . . . . . . . . . . . . 43
5.13. Minimum Consolidated Adjusted Net Worth. . . . . . . . . . . . . 44
5.14. Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . . . . 44
5.15. Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . 44
5.16. Lease Payments . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.17. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.18. Additional Subsidiary Stock Issuance . . . . . . . . . . . . . . 45
5.19. Pledged Collateral . . . . . . . . . . . . . . . . . . . . . . . 45
5.20. Transactions with Affiliates . . . . . . . . . . . . . . . . . . 46
5.21. Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 6

DEFAULTS

6.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . 47
6.2. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 7

<PAGE>

THE AGENTS

7.1. Appointment and Authorization. . . . . . . . . . . . . . . . . . 50
7.2. Agents and Affiliates. . . . . . . . . . . . . . . . . . . . . . 51
7.3. Action by Agents . . . . . . . . . . . . . . . . . . . . . . . . 51
7.4. Consultation with Experts. . . . . . . . . . . . . . . . . . . . 51
7.5. Liability of Agents. . . . . . . . . . . . . . . . . . . . . . . 51
7.6. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 52
7.7. Credit Decision. . . . . . . . . . . . . . . . . . . . . . . . . 52
7.8. Successor Administrative Agent . . . . . . . . . . . . . . . . . 52
7.9. Agents' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE 8

CHANGE IN CIRCUMSTANCES

8.1. Basis for Determining Interest Rate Inadequate or Unfair . . . . 53
8.2. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.3. Increased Cost and Reduced Return. . . . . . . . . . . . . . . . 54
8.4. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8.5. Base Rate Loans Substituted for Affected Fixed Rate Loans. . . . 58

ARTICLE 9

MISCELLANEOUS

9.1. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9.2. No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.3. Expenses; Indemnification. . . . . . . . . . . . . . . . . . . . 59
9.4. Sharing of Set-Offs. . . . . . . . . . . . . . . . . . . . . . . 60
9.5. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . 60
9.6. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 60
9.7. Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.8. Governing Law; Submission to Jurisdiction. . . . . . . . . . . . 62
9.9. Counterparts; Integration; Effectiveness . . . . . . . . . . . . 63
9.10 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 63
9.11. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . 63

iii

<PAGE>

EXHIBIT A - Note
EXHIBIT B - Confirmation and Amendment
EXHIBIT C - Opinion of Counsel for the Borrower
EXHIBIT D - Opinion of Special Counsel for the
Agent
EXHIBIT E - Assignment and Assumption Agreement
EXHIBIT F - Subsidiary Guaranties
EXHIBIT G - Subsidiaries
EXHIBIT G-1 - Subscription Rights, Warrants, etc.
EXHIBIT H - Subsidiary Debt
EXHIBIT I - Subordinated Debt
EXHIBIT J - Form of Subordination Agreement and
Subordinated Note
EXHIBIT K - Liens
EXHIBIT L - Revenue and Contract Amortization History

<PAGE>

AGREEMENT dated as of April 19, 1996 among UNITED ASSET MANAGEMENT
CORPORATION, a Delaware corporation, the BANKS listed on the signature pages
hereof, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and
THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent.

W I T N E S S E T H:

WHEREAS, the Borrower, certain of the Banks listed on the signature
pages hereof and the Agents are parties to a Second Amended and Restated Credit
Agreement dated as of November 18, 1994 (as amended to the Effective Date, the
"Original Agreement"); and

WHEREAS, the parties hereto wish to modify the Original Agreement in a
number of respects, as more fully set forth below;

NOW, THEREFORE, the parties hereto hereby agree that, on and as of the
Effective Date, the Original Agreement is hereby amended and restated in its
entirety as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1. DEFINITIONS. The following terms, as used herein, have
the following meanings:

"Acquisition" means any acquisition, whether in a single transaction or
series of related transactions, by the Borrower or any one or more Subsidiaries,
or any combination thereof of (i) all or a substantial part of the assets of any
Person, or of any business segment or business unit of any Person, whether
through purchase of assets or securities, by merger or otherwise, (ii) control
of at least a majority of securities of a corporation or other Person having
ordinary voting power in the election of directors or (iii) control of a greater
than 50% ownership interest in any partnership, joint venture or other Person.

"Adjusted CD Rate" has the meaning set forth in Section 2.6(b).

"Administrative Agent" means Morgan Guaranty Trust Company of New York
in its capacity as administrative agent

<PAGE>
for the Banks hereunder, and its successors in such capacity.

"Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.

"Affiliate" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Borrower (a "Controlling Person") or
(ii) any Person (other than the Borrower or a Subsidiary) which is controlled by
or is under common control with a Controlling Person. As used herein, the term
"control" means possession, directly or indirectly, of the power to vote 5% or
more of any class of voting securities of a Person or to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

"Agents" means the Administrative Agent and the Collateral Agent, and
Agent means either one of the foregoing.

"Agreement" means the Original Agreement as amended by this Amended and
Restated Agreement and as the same may be further amended from time to time in
accordance with the terms hereof.

"Amended and Restated Agreement" means this Amended and Restated Credit
Agreement dated as of April 19, 1996 among the Borrower, the Banks and the
Agents.

"Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office and (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office.

"Assessment Rate" has the meaning set forth in Section 2.6(b).

"Assignee" has the meaning set forth in Section 9.6(c).

"Assignment of Partnership Interest" means the Pledge and Assignment of
Limited Partnership Interests dated as of May 18, 1992 executed and delivered by
UAM Realty Advisors Investment Corporation to the Collateral Agent, as the same
may be amended from time to time.

2
<PAGE>
"Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective
successors.

"Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

"Base Rate Loan" means a Loan to be made by a Bank as a Base Rate Loan
in accordance with the applicable Notice of Borrowing or pursuant to Article 8.

"Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

"Borrower" means United Asset Management Corporation, a Delaware
corporation, and its successors.

"Borrower's 1995 Form 10-K" means the Borrower's annual report on Form
10-K for 1995, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

"Borrowing" has the meaning set forth in Section 1.3.

"Cash Flow" means, for any period of determination, all amounts that
should, in accordance with generally accepted accounting principles, be included
as income from operations before interest expense and taxes and before
amortization of original issue discount, debt issue expense and value of
acquired contracts, PLUS depreciation of real and personal property and
leasehold improvements.

"Cash Flow Ratio" means at any date the ratio of (i) Consolidated
Operating Cash Flow for the four consecutive fiscal quarters of the Borrower and
its Consolidated Subsidiaries ending on such date to (ii) Consolidated Senior
Debt at such date.

"CD Base Rate" has the meaning set forth in Section 2.6(b).

"CD Loan" means a Loan to be made by a Bank as a CD Loan in accordance
with the applicable Notice of Borrowing.

3
<PAGE>

"CD Margin" means a rate per annum determined in accordance with the
Pricing Schedule.

"CD Reference Banks" means The First National Bank of Boston, Deutsche
Bank and Morgan Guaranty Trust Company of New York.

"Closing Date" means the date on or after the Effective Date on which
the Administrative Agent shall have received the documents specified in or
pursuant to Section 3.1.

"Collateral" means collateral subject to the Collateral Documents.

"Collateral Agency and Intercreditor Agreement" means the Collateral
Agency and Intercreditor Agreement dated as of August 1, 1995 among The First
National Bank of Boston, Morgan Guaranty Trust Company of New York, the banks
party to the Original Agreement and the Senior Noteholders.

"Collateral Agent" means The First National Bank of Boston in its
capacity as collateral agent for the Banks and the other Secured Parties (as
defined in the Collateral Agency and Intercreditor Agreement), and its
successors in such capacity.

"Collateral Documents" means the Assignment of Partnership Interest, the
Heitman Pledge Agreement, the Pledge Agreement, the Security Agreement, the
Subsidiaries Pledge Agreement, the Subsidiaries Security Agreement, the
Trademark Subordination Agreement and the UAM U.K. Holdings Pledge Agreement and
any other instrument, document or agreement related to or referred to in this
Agreement pursuant to which the Borrower or any Subsidiary grants a Lien in
favor of the Collateral Agent.

"Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages of this Amended and
Restated Agreement, as such amount may be reduced from time to time pursuant to
Section 2.8.

"Confirmation and Amendment" means the Guaranty and Security Documents
Confirmation and Amendment substantially in the form of Exhibit B hereto.

"Consolidated Adjusted Net Worth" means at any date the sum of: (a) the
amount of the capital stock accounts (net of treasury stock, at cost) PLUS (or
MINUS in

4
<PAGE>

the case of deficit) the surplus and retained earnings of the Borrower
and its Subsidiaries, less

(b) the net book value, after deducting any reserves applicable
thereto, of all items of the following character which are included in the
assets of the Borrower and its Subsidiaries, to wit:

(1) the incremental increase in an asset resulting from any
reappraisal, revaluation or write-up of assets; and

(2) goodwill, patents, patent applications, permits, trademarks,
trade names, copyrights, licenses, franchises, experimental expense,
organizational expense, unamortized debt discount and expense, the
excess of cost of shares acquired over book value of related assets and
such other assets as are properly classified as "INTANGIBLE ASSETS" in
accordance with generally accepted accounting principles;

all determined in accordance with generally accepted accounting principles,
PROVIDED that in no event shall "COSTS ASSIGNED TO CONTRACTS ACQUIRED, NET OF
ACCUMULATED AMORTIZATION", as set forth in the financial statements of the
Borrower, be deducted in any computation of Consolidated Adjusted Net Worth.

"Consolidated EBIT" means, for any fiscal period, Consolidated Net
Income for such period plus, to the extent deducted in determining Consolidated
Net Income for such period, the aggregate amount of (i) Consolidated Interest
Expense and (ii) income tax expense.

"Consolidated EBITDA" means, for any fiscal period, Consolidated EBIT
for such period plus, to the extent deducted in determining Consolidated Net
Income for such period, the aggregate amount of depreciation, amortization and
other similar non-cash charges.

"Consolidated Interest Expense" means, for any period, the interest
expense of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period.

"Consolidated Net Income" means, for any fiscal period, the net income
of the Borrower and its Consolidated Subsidiaries, determined on a consolidated
basis for such period, exclusive of the effect of any extraordinary or other
non-recurring gain (but not loss).

5
<PAGE>

"Consolidated Operating Cash Flow" means, for any fiscal period,
Consolidated Net Income for such period plus, to the extent deducted in
determining Consolidated Net Income for such period, the aggregate amount of
depreciation and amortization.

"Consolidated Rental Expense" means, for any period, the aggregate
rental expense of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period.

"Consolidated Senior Debt" means at any date the Debt of the Borrower
and its Consolidated Subsidiaries, exclusive of Subordinated Debt, determined on
a consolidated basis as of such date.

"Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Borrower in
its consolidated financial statements if such statements were prepared as of
such date.

"Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all non-contingent
obligations (and, for purposes of Section 5.9 and the definitions of Material
Debt and Material Financial Obligations, all contingent obligations) of such
Person to reimburse any bank or other Person in respect of amounts paid under a
letter of credit or similar instrument, (vi) all Debt secured by a Lien on any
asset of such Person, whether or not such Debt is otherwise an obligation of
such Person and (vii) all Debt of others Guaranteed by such Person.

"Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

"Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option,

6
<PAGE>

foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the
foregoing transactions.

"Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.

"Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent; PROVIDED that any Bank may
so designate separate Domestic Lending Offices for its Base Rate Loans, on the
one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

"Domestic Loans" means CD Loans or Base Rate Loans or both.

"Domestic Reserve Percentage" has the meaning set forth in Section
2.6(b).

"Effective Date" means the date this Agreement becomes effective in
accordance with Section 9.9.

"Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.

7
<PAGE>

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.
"ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

"Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

"Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Administrative Agent.

"Euro-Dollar Loan" means a Loan to be made by a Bank as a Euro-Dollar
Loan in accordance with the applicable Notice of Borrowing.

"Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

"Euro-Dollar Reference Banks" means the principal London offices of The
First National Bank of Boston, Deutsche Bank and Morgan Guaranty Trust Company
of New York.
"Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

"Event of Default" has the meaning set forth in Section 6.1.

8
<PAGE>

"Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Administrative Agent.

"Financing Documents" means this Agreement, the Notes, the Collateral
Documents and the Subsidiary Guaranties.

"Fixed Charge Coverage Ratio" means, at any date, the ratio of (i) the
sum of (A) Consolidated EBITDA PLUS (B) Consolidated Rental Expense for the four
consecutive fiscal quarters of the Borrower and its Consolidated Subsidiaries
ending on such date to (ii) the sum of Consolidated Interest Expense and
Consolidated Rental Expense for such period PLUS the aggregate principal amount
of scheduled amortization of Consolidated Senior Debt of the Borrower and its
Consolidated Subsidiaries during such period PLUS the aggregate amount of
principal payments of Subordinated Debt made during such period (other than
payments of principal on the Provident Subordinated Notes and the Pilgrim Baxter
Notes).

"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or any
combination of the foregoing.

"Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the holder of such Debt of the payment
thereof or to protect such holder

9
<PAGE>

against loss in respect thereof (in whole or in part), PROVIDED that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.

"Guaranty Subsidiaries" means the Subsidiaries identified as Guaranty
Subsidiaries on Exhibit G hereto and any other Subsidiary of the Borrower that
provides a Guarantee of the Borrower's obligations in favor of the Agents and
the Banks pursuant to Section 5.19(c).

"Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

"Heitman" means Heitman Financial Ltd., an Illinois corporation and a
Subsidiary of the Borrower, and its successors.

"Heitman Debt" means Debt identified as such on Exhibit H hereto.

"Heitman Guarantor Debt" means Debt identified as such on Exhibit H
hereto.

"Heitman Pledge Agreement" means the Heitman Pledge Agreement dated as
of August 25, 1993 executed and delivered by Heitman in favor of the Collateral
Agent, as amended by the First Amendment and Consent, as the same may be amended
from time to time.

"Indemnitee" has the meaning set forth in Section 9.3(b).

"Interest Period" means: (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing and ending one, two, three
or six months (or, if each Bank at the time indicates its consent by notice to
the Administrative Agent, nine or twelve months) thereafter, as the Borrower may
elect in the applicable Notice of Borrowing; PROVIDED that:

(a) any Interest Period which would otherwise end on a day which is not
a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest

10
<PAGE>

Period shall end on the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall, subject to clause (c) below, end on the last Euro-Dollar Business Day
of a calendar month; and

(2) with respect to each CD Borrowing, the period commencing on the
date of such Borrowing and ending 30, 60, 90 or 180 days (or, if each Bank at
the time indicates its consent by notice to the Administrative Agent, 270 or 360
days) thereafter, as the Borrower may elect in the applicable Notice of
Borrowing; PROVIDED that:

(a) any Interest Period (other than an Interest Period determined
pursuant to clause (b) below) which would otherwise end on a day which is not
a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day; and

(b) any Interest Period which would otherwise end after the Termination
Date shall end on the Termination Date.

(3) with respect to each Base Rate Borrowing, the period commencing on
the date of such Borrowing and ending 30 days thereafter; PROVIDED that:

(b) any Interest Period which would otherwise end after the Termination
Date shall end on the Termination Date.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

"Investment" means any investment in any Person, whether by means of
share purchase, capital contribution,

11
<PAGE>

loan, Guarantee, time deposit or otherwise (but not including any demand
deposit).

"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, the
Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.

"Loan" means a Domestic Loan or a Euro-Dollar Loan and "Loans" means
Domestic Loans or Euro-Dollar Loans or any combination of the foregoing.

"London Interbank Offered Rate" has the meaning set forth in Section
2.6(c).

"Material Debt" means Debt (other than the Notes) of the Borrower and/or
one or more of its Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal or face amount exceeding $10,000,000.

"Material Financial Obligations" means a principal or face amount of
Debt and/or payment or collateralization obligations in respect of Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries, arising in
one or more related or unrelated transactions, exceeding in the aggregate
$10,000,000.

"Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $500,000.

"Money Market Loans" has the meaning set forth in Section 5.10.

"Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

"Murray Johnstone" means Murray Johnstone Holdings Limited, a company
incorporated in Scotland and a Subsidiary of the Borrower.

12
<PAGE>

"Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

"Notice of Borrowing" has the meaning set forth in Section 2.2.

"Original Agreement" has the meaning set forth in the recitals hereto.

"Parent" means, with respect to any Bank, any Person controlling such
Bank.

"Participant" has the meaning set forth in Section 9.6(b).

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Permitted Acquisition" has the meaning set forth in Section 5.8.

"Permitted Business" means the business of managing securities or other
portfolios (including but not limited to real estate, timber and foreign
currencies) and related activities, PROVIDED, HOWEVER, that the Relevant Cash
Flow (as defined below) of all Subsidiaries of the Borrower engaged primarily in
the business of managing securities shall at all times equal or exceed 60% of
the Relevant Cash Flow of all of the Borrower's Subsidiaries. For any
Subsidiary, the "Relevant Cash Flow" shall mean the greater of (i) the Cash Flow
of such Subsidiary for the four complete consecutive fiscal quarters of such
Subsidiary immediately preceding the Acquisition of such Subsidiary by the
Borrower or a Subsidiary of the Borrower, and (ii) the projected Cash Flow
(calculated, if applicable, as the "Base UAM Distribution" as defined in the
Revenue Sharing Agreement relating to such Subsidiary) of such Subsidiary for
the four complete consecutive fiscal quarters of the Borrower immediately
following the Acquisition of such Subsidiary, as determined by the Borrower at
the time of the Acquisition and set forth in projections furnished to each Bank
at least 10 days prior to the consummation of such Acquisition.

"Person" means an individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including a

<PAGE>

government or political subdivision or an agency or instrumentality thereof.

"Pilgrim Baxter Notes" means the subordinated notes of the Borrower
issued in connection with the Acquisition of Pilgrim Baxter & Associates, Ltd.,
a Delaware corporation.

"Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

"Pledge Agreement" means the Pledge Agreement dated as of May 18, 1992
between the Borrower and the Collateral Agent, as amended by the First Amendment
and Consent, as the same may be amended from time to time.

"Pricing Schedule" means the Schedule attached hereto identified as
such.

"Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

"Provident Subordinated Notes" means the subordinated notes of the
Borrower issued in connection with the Acquisition of Provident Investment
Counsel, a Massachusetts corporation.

"Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

"Refunding Borrowing" means a Borrowing which, after application of the
proceeds thereof, results in no net increase in the outstanding principal amount
of Loans made by any Bank.

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

14
<PAGE>

"Required Banks" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Loans.

"Restricted Payment" means (i) any dividend or other distribution on any
shares of the Borrower's capital stock (except dividends payable solely in
shares of its capital stock) or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of (a) any shares of the Borrower's
capital stock or (b) any option, warrant or other right to acquire shares of the
Borrower's capital stock (but not including payments of principal, premium (if
any) or interest made pursuant to the terms of convertible debt securities prior
to conversion).

"Revenue Sharing Agreements" means agreements among the Borrower, any of
its Subsidiaries and the management of any such Subsidiaries, pursuant to which
a portion of the revenues generated by such Subsidiary are paid to the Borrower,
as the same may be amended, supplemented or otherwise modified from time to
time.

"Revolving Credit Period" means the period from and including the
Closing Date to but not including the Termination Date.

"Security Agreement" means the Security Agreement dated as of May 18,
1992 executed and delivered by the Borrower in favor of the Collateral Agent, as
amended by the First Amendment and Consent, as the same may be amended from time
to time.

"Senior Noteholders" means purchasers of the Senior Notes.

"Senior Notes" means the Borrower's $150,000,000 7.12% Senior Secured
Notes due August 25, 2005.

"Subordinated Debt" means the Debt of the Borrower set forth on Exhibit
I hereto, and all future Debt incurred by the Borrower which Debt is
specifically subordinated to the payment in full of all obligations to the Banks
pursuant to documentation substantially in the form of Exhibit J hereto or
pursuant to terms and conditions satisfactory to the Required Banks.

"Subsidiaries Pledge Agreement" means the Subsidiaries Pledge Agreement
dated as of May 18, 1992 executed and delivered by UAM Holdings in favor of the

15
<PAGE>

Collateral Agent, as amended by the First Amendment and Consent, as the same may
be amended from time to time.

"Subsidiaries Security Agreement" means the Subsidiaries Security
Agreement dated as of May 18, 1992 executed and delivered by UAM Holdings,
United Asset Management Trademark, Inc. and UAM Investment Corporation in favor
of the Collateral Agent, as amended by the First Amendment and Consent, as the
same may be amended from time to time.

"Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

"Subsidiary Guaranties" means the documents listed on Exhibit F hereto.

"Temporary Cash Investment" means any Investment in (i) direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, (ii) commercial paper
rated at least A-1 by Standard & Poor's Rating Group and P-1 by Moody's
Investors Service, Inc., (iii) time deposits with, including certificates of
deposit issued by, any office located in the United States of any bank or trust
company which is organized under the laws of the United States or any state
thereof and has capital, surplus and undivided profits aggregating at least
$500,000,000, (iv) money market mutual funds having net assets of over
$500,000,000 or (v) repurchase agreements with respect to securities described
in clause (i) above entered into with an office of a bank or trust company
meeting the criteria specified in clause (iii) above, PROVIDED in each case that
such Investment matures within one year from the date of acquisition thereof by
the Borrower or a Subsidiary.

"Termination Date" means April 19, 2001, or, if such day is not a Euro-
Dollar Business Day, the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the
Termination Date shall be the next preceding Euro-Dollar Business Day.

"Total Capital" means, at any date, the sum of (x) Subordinated Debt
plus (y) consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries (including

16
<PAGE>

for this purpose any amount attributable to stock which is required to be
redeemed or is redeemable at the option of the holder, if certain events or
conditions occur or exist or otherwise), in each case determined at such date.

"Trademark Subordination Agreement" means the Amended and Restated
Subordination Agreement dated as of August 1, 1995 executed and delivered by the
Borrower and United Asset Management Trademark, Inc. in favor of the Banks, the
Agents and the Senior Noteholders, as the same may be amended from time to time.

"UAM Holdings" means United Asset Management Holdings, Inc., a Delaware
corporation and a Subsidiary of the Borrower, and its successors.

"UAM Investment" means UAM Investment Corporation, a Delaware
corporation and a Subsidiary of the Borrower, and its successors.

"UAM Investment Debt" means Debt identified as such on Exhibit H hereto.

"UAM Trademark Debt" means Debt identified as such on Exhibit H hereto.

"UAM U.K. Holdings" means United Asset Management U.K. Holdings, Inc., a
Delaware corporation and a Subsidiary of the Borrower, and its successors.

"UAM U.K. Holdings Pledge Agreement" means the UAM U.K. Holdings Pledge
Agreement dated as of November 17, 1993 executed and delivered by UAM U.K.
Holdings in favor of the Collateral Agent, as amended by the First Amendment and
Consent, as the same may be amended from time to time.

"Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

17
<PAGE>

"United States" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

"Wholly-Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

SECTION 1.2. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Banks; PROVIDED that, if the Borrower notifies the Administrative Agent
that the Borrower wishes to amend any covenant in Article 5 to eliminate the
effect of any change in generally accepted accounting principles on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

SECTION 1.3. TYPES OF BORROWINGS. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement by reference to the pricing of Loans
comprising such Borrowing (E.G., a "Fixed Rate Borrowing" is a Euro-Dollar
Borrowing or a CD Borrowing, and a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans).

18
<PAGE>

ARTICLE 2

THE CREDITS

SECTION 2.1. COMMITMENTS TO LEND. During the Revolving Credit Period,
each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make Loans to the Borrower pursuant to this Section from time to
time in amounts such that the aggregate principal amount of Loans by such Bank
at any one time outstanding shall not exceed the amount of its Commitment. Each
Borrowing under this Section shall be in an aggregate principal amount of
$5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing
may be in the aggregate amount available in accordance with Section 3.2) and
shall be made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, repay, or to the extent permitted by Section 2.10, prepay Loans and
reborrow at any time during the Revolving Credit Period under this Section.

SECTION 2.2. NOTICE OF BORROWING. The Borrower shall give the
Administrative Agent notice (a "Notice of Borrowing") not later than 10:30 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing, (y) the second
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:

(i) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case
of a Euro-Dollar Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) whether the Loans comprising such Borrowing are to be CD Loans,
Base Rate Loans or Euro-Dollar Loans; and

(iv) in the case of a Fixed Rate Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.

SECTION 2.3. NOTICE TO BANKS; FUNDING OF LOANS. (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share (if any) of such

19
<PAGE>

Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.

(b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.1. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Administrative Agent will make the funds
so received from the Banks available to the Borrower at the Administrative
Agent's aforesaid address.

(c) If any Bank makes a new Loan hereunder on a day on which the
Borrower is to repay all or any part of an outstanding Loan from such Bank, such
Bank shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by such Bank to the
Administrative Agent as provided in subsection (b) of this Section, or remitted
by the Borrower to the Administrative Agent as provided in Section 2.11, as the
case may be.

(d) Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available
to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsections (b) and (c) of this Section and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so
made such share available to the Administrative Agent, such Bank and the
Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.6 and (ii) in the case of
such Bank, the Federal Funds Rate. If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

20
<PAGE>

SECTION 2.4. NOTES. (a) The Loans of each Bank shall be evidenced by
a single Note payable to the order of such Bank for the account of its
Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Bank's Loans.

(b) Each Bank may, by notice to the Borrower and the Administrative
Agent, request that its Loans of a particular type be evidenced by a separate
Note in an amount equal to the aggregate unpaid principal amount of such Loans.
Each such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

(c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; PROVIDED that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

SECTION 2.5. MATURITY OF LOANS. Each Loan included in any Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

SECTION 2.6. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of or interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.

21
<PAGE>

(b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each day during the Interest Period applicable thereto, at a
rate per annum equal to the sum of the CD Margin for such day plus the Adjusted
CD Rate applicable to such Interest Period; PROVIDED that if any CD Loan shall,
as a result of clause (2)(b) of the definition of Interest Period, have an
Interest Period of less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period. Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals of 90
days after the first day thereof. Any overdue principal of or interest on any
CD Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD
Margin for such day plus the Adjusted CD Rate applicable to the Interest Period
for such Loan and (ii) the rate applicable to Base Rate Loans for such day.

The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

[ CDBR ]*
ACDR = [ ---------- ] + AR
[ 1.00 - DRP ]

ACDR = Adjusted CD Rate
CDBR = CD Base Rate
DRP = Domestic Reserve Percentage
AR = Assessment Rate

- ------------
* The amount in brackets being rounded upward, if necessary, to the next
higher 1/100 of 1%

The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such

22
<PAGE>

Interest Period applies and having a maturity comparable to such Interest
Period.

"Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

"Assessment Rate" means for any day the annual assessment rate in effect
on such day which is payable by a member of the Bank Insurance Fund classified
as adequately capitalized and within supervisory subgroup "A" (or a comparable
successor assessment risk classification) within the meaning of 12 C.F.R.
Section 327.4(a) (or any successor provision) to the Federal Deposit Insurance
Corporation (or any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the United States. The
Adjusted CD Rate shall be adjusted automatically on and as of the effective date
of any change in the Assessment Rate.

(c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar

23
<PAGE>

Reference Bank to which such Interest Period is to apply and for a period of
time comparable to such Interest Period.

(d) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to the Interest Period for
such Loan and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus
the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of
1%) by dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day (or, if
such amount due remains unpaid more than three Euro-Dollar Business Days, then
for such other period of time not longer than three months as the Administrative
Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to each of the Euro-Dollar Reference Banks are offered to
such Euro-Dollar Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve Percentage (or, if the circumstances described in clause (a) or (b) of
Section 8.1 shall exist, at a rate per annum equal to the sum of 2% plus the
rate applicable to Base Rate Loans for such day).

(e) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

(f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.1
shall apply.

SECTION 2.7. FEES. (a) During the Revolving Credit Period, the
Borrower shall pay to the Administrative Agent for the account of the Banks
ratably in proportion to their Commitments a commitment fee at the Commitment
Fee Rate (determined daily in accordance with the Pricing Schedule) on the daily
amount by which the aggregate amount of the Commitments exceeds the aggregate
outstanding

24
<PAGE>

principal amount of the Loans. Such commitment fee shall accrue from and
including the Closing Date to but excluding the date of termination of the
Commitments in their entirety. Accrued commitment fees shall be payable
quarterly in arrears on each March 31, June 30, September 30 and December 31 and
on the date of termination of the Commitments in their entirety.

(b) The Borrower shall pay to the Administrative Agent on the Closing
Date for the account of the Banks in proportion to their respective Commitments,
participation fees in an amount equal to 0.05% of the aggregate amount of the
Commitments.

SECTION 2.8. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. During
the Revolving Credit Period, the Borrower may, upon at least three Domestic
Business Days' notice to the Administrative Agent, (i) terminate the Commitments
at any time, if no Loans are outstanding at such time or (ii) ratably reduce
from time to time by an aggregate amount of $5,000,000 or a larger multiple of
$1,000,000, the aggregate amount of the Commitments in excess of the aggregate
outstanding principal amount of the Loans.

SECTION 2.9. MANDATORY TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

SECTION 2.10. OPTIONAL PREPAYMENTS. (a) Subject in the case of any
Fixed Rate Borrowing to Section 2.12, the Borrower may, upon at least one
Domestic Business Day's notice to the Administrative Agent, prepay any Domestic
Borrowing or upon at least three Euro-Dollar Business Days' notice to the
Administrative Agent, prepay any Euro-Dollar Borrowing, in each case in whole at
any time, or from time to time in part in amounts aggregating $5,000,000 or any
larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Loans of the several
Banks included in such Borrowing.

(b) Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's ratable share (if any) of such prepayment and such notice
shall not thereafter be revocable by the Borrower.

<PAGE>

SECTION 2.11. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Borrower
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.1. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Domestic Loans
or of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic Business
Day. Whenever any payment of principal of, or interest on, the Euro-Dollar
Loans shall be due on a day which is not a Euro-Dollar Business Day, the date
for payment thereof shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day. If the date for any payment of principal is extended
by operation of law or otherwise, interest thereon shall be payable for such
extended time.

(b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent, at
the Federal Funds Rate.

SECTION 2.12. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.6(d), or if the Borrower fails to borrow or prepay any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.3(a), the
Borrower shall reimburse each Bank within 15 days after demand for any resulting
loss or expense incurred by it (or

26
<PAGE>

by an existing or prospective Participant in the related Loan), including
(without limitation) any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin for the period after
any such payment or failure to borrow or prepay, PROVIDED that such Bank shall
have delivered to the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest
error.

SECTION 2.13. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

SECTION 2.14. REGULATION D COMPENSATION. Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the Euro-
Dollar Loans, additional interest on the related Euro-Dollar Loan of such Bank
at a rate per annum determined by such Bank up to but not exceeding the excess
of (i) (A) the applicable London Interbank Offered Rate divided by (B) one MINUS
the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Bank wishing to require payment of such additional interest
(x) shall so notify the Borrower and the Administrative Agent, in which case
such additional interest on the Euro-Dollar Loans of such Bank shall be payable
to such Bank at the place indicated in such notice with respect to each Interest
Period commencing at least three Euro-Dollar Business Days after the giving of
such notice and (y) shall notify the Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans of
the amount then due it under this Section. Such Bank's notice to the Borrower
shall set forth in reasonable detail its calculation of such additional interest
and such calculation shall be conclusive in the absence of manifest error if
prepared reasonably and in good faith.

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<PAGE>

ARTICLE 3

CONDITIONS

SECTION 3.1. CLOSING. The closing hereunder shall occur upon receipt
by the Administrative Agent of the following documents, each dated the Closing
Date unless otherwise indicated:

(a) a duly executed Note for the account of each Bank dated on or
before the Closing Date complying with the provisions of Section 2.4;

(b) an opinion of Hill & Barlow, counsel for the Borrower,
substantially in the form of Exhibit C hereto and covering such additional
matters relating to the transactions contemplated hereby as the Required
Banks may reasonably request;

(c) an opinion of Davis Polk & Wardwell, special counsel for the
Agents, substantially in the form of Exhibit D hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;

(d) evidence satisfactory to it that all loans under the Original
Agreement have been repaid in full (all Banks hereunder which are also banks
under the Original Agreement hereby agreeing that such repayment may be made,
whether at the end of interest periods under the Original Agreement or not)
and all accrued fees and other amounts payable thereunder (including, without
limitation, any funding costs payable pursuant to the Original Agreement)
have been paid in full;

(e) the Confirmation and Amendment duly executed by each of the parties
thereto; and

(f) all documents either Agent may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of
the Financing Documents, and any other matters relevant hereto, all in form
and substance satisfactory to the Agents.

On the Effective Date the Original Agreement will be automatically
amended and restated in its entirety to read as set forth herein. On and
after the Effective Date the rights and obligations of the parties hereto
shall be governed by this Amended and

28
<PAGE>

Restated Agreement. On the Effective Date, any Bank whose Commitment is
changed to zero shall cease to be a Bank party to this Amended and Restated
Agreement and all accrued fees and other amounts payable under this Amended
and Restated Agreement for the account of such Bank shall be due and payable
on such date. The Notes delivered to each Bank under the Original Agreement
shall be canceled and Notes under this Amended and Restated Agreement shall
be given in substitution therefor. Each Bank shall promptly after the
Effective Date deliver to the Borrower for cancellation the Note delivered
to such Bank under the Original Agreement. The Administrative Agent shall
promptly notify the Borrower, the Collateral Agent and each Bank of the
effectiveness of this Amended and Restated Agreement, and such notice shall
be conclusive and binding on all parties hereto.

SECTION 3.2. BORROWINGS. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

(a) the fact that the Closing Date shall have occurred on or prior to
April 26, 1996;

(b) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.2;

(c) the fact that, immediately after such Borrowing, the combined
aggregate outstanding principal amount of the Loans and the Money Market
Loans will not exceed the aggregate amount of the Commitments;

(d) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing; and

(e) the fact that the representations and warranties of the Borrower
contained in this Agreement (except, in the case of a Refunding Borrowing,
the representations and warranties set forth in Sections 4.4(b) and 4.5 as to
any matter which has theretofore been disclosed in writing by the Borrower to
the Banks) shall be true on and as of the date of such Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of

29
<PAGE>

such Borrowing as to the facts specified in clauses (c), (d) and (e)
of this Section.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

SECTION 4.1. CORPORATE EXISTENCE AND POWER. Each of the Borrower and
its Subsidiaries is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, and has
all corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

SECTION 4.2. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by each of the Borrower
and any Subsidiary of the Financing Documents to which the Borrower or such
Subsidiary, as the case may be, is a party are within the corporate powers of
each of the Borrower and such Subsidiary, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (except as contemplated by the
Collateral Documents) and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws of the Borrower or such Subsidiary or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower or any
of its Subsidiaries or result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries other than as contemplated by
the Collateral Documents.

SECTION 4.3. BINDING EFFECT. This Agreement and each of the Collateral
Documents and Subsidiary Guaranties to which the Borrower or any Subsidiary is a
party constitutes a valid and binding agreement of the Borrower or such
Subsidiary, as the case may be, and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms.

SECTION 4.4. FINANCIAL INFORMATION. (a) The consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 1995
and the

30
<PAGE>

related consolidated statements of income, retained earnings and cash
flows for the fiscal year then ended, reported on by Price Waterhouse LLP and
set forth in the Borrower's 1995 Form 10-K, a copy of which has been delivered
to each of the Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of the Borrower and
its Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

(b) Since December 31, 1995 there has been no material adverse change
in the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

SECTION 4.5. LITIGATION. There is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the business, consolidated financial position or consolidated results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a
whole, or which in any manner draws into question the validity or enforceability
of this Agreement or the Notes.

SECTION 4.6. COMPLIANCE WITH ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

SECTION 4.7. ENVIRONMENTAL MATTERS. The Borrower has reasonably
concluded that costs of compliance with Environmental Laws are unlikely to have
a material adverse effect on the business, financial condition, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

31
<PAGE>

SECTION 4.8. TAXES. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary. The charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

SECTION 4.9. REGULATORY RESTRICTIONS ON BORROWING. The Borrower is not
an "investment company" within the meaning of the Investment Company Act of
1940, as amended, a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended, or otherwise subject to any regulatory
scheme which restricts its ability to incur Debt.

SECTION 4.10. FULL DISCLOSURE. All information heretofore furnished by
the Borrower to either Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Borrower to either Agent or any Bank will
be, true and accurate in all material respects on the date as of which such
information is stated or certified. The Borrower has disclosed to the Banks in
writing any and all facts which materially and adversely affect or may affect
(to the extent the Borrower can now reasonably foresee), the business,
operations or financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Borrower to perform its
obligations under this Agreement.

SECTION 4.11. REPRESENTATIONS IN COLLATERAL DOCUMENTS TRUE AND CORRECT.
(a) The provisions of each of the Pledge Agreement, the Subsidiaries Pledge
Agreement, the Heitman Pledge Agreement and the UAM U.K. Holdings Pledge
Agreement are effective to create in favor of the Collateral Agent a legal,
valid and enforceable security interest in all right, title and interest of the
Borrower, UAM Holdings, Heitman or UAM U.K. Holdings, as the case may be, in the
pledged stock described therein, and when the Collateral Agent receives
possession of the stock certificates representing the shares of such pledged
stock accompanied by undated stock powers duly executed in blank and when a
notice (each a "Bailee Notice" and collectively the "Bailee Notices") is duly
sent by the Borrower to each holder of the certificates evidencing the Second
Priority Pledged Securities (as such term is defined in the Pledge Agreement) to
the effect that the Collateral Agent has been granted a second priority security
interest in such Second Priority

32
<PAGE>

Pledged Securities, such security interests shall constitute a fully perfected
and continuing first priority or, to the extent permitted hereunder and under
the Pledge Agreement, a fully perfected and continuing second priority lien on
and security interest in all right, title and interest of the Borrower in such
pledged stock. The interest of the Collateral Agent in such pledged stock has
been duly registered on the books and records of each of the issuers thereof.

(b) Each of the representations and warranties contained in the
Collateral Documents is true and correct. The provisions of each of the
Collateral Documents are effective to create in favor of the Collateral Agent a
legal, valid and enforceable security interest in all right, title and interest
of the respective debtors party thereto in collateral described therein and
constitute and shall continue to constitute a fully perfected and continuing
first priority lien on and security interest in all right, title and interest of
such debtors in such collateral with respect to which a security interest may be
perfected by filing of financing statements under the Uniform Commercial Code.

SECTION 4.12. SOLVENCY. As of the Closing Date after giving effect to
the transactions contemplated hereby to occur on the Closing Date, and at all
times thereafter: (i) the aggregate fair market value of the assets of the
Borrower will exceed its liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities), (ii) the Borrower will have sufficient
cash flow to enable it to pay its debts as they mature and (iii) the Borrower
will not have unreasonably small capital for the business in which the Borrower
and its Subsidiaries are engaged.

SECTION 4.13. REVENUE SHARING AGREEMENTS. Each of the Revenue Sharing
Agreements has been duly executed and delivered by the Borrower and by the
Subsidiary party thereto, and is in full force and effect, and has not been
amended in any manner during the period from the date each was delivered to the
Banks through the date hereof except as previously disclosed to the Banks in
writing. The representations and warranties of the Borrower and of the
Subsidiaries contained in each Revenue Sharing Agreement are true and correct in
all material respects.

SECTION 4.14. TITLE TO PROPERTIES; ABSENCE OF ENCUMBRANCES. The
Borrower and each Subsidiary has good and marketable title to all of its
respective properties, assets and rights of every name and nature now purported
to be owned by it, including, without limitation, such properties

33
<PAGE>

and assets as are shown on the financial statements referred to in Section 4.4
(except such assets as have been disposed of in the ordinary course of business
since the date thereof), free from all Liens whatsoever, except for Liens
permitted by Section 5.9 or as otherwise disclosed in Exhibit K hereto, and,
except as so disclosed, free from all defects of title that might materially
adversely affect such property, assets or rights, taken as a whole.

SECTION 4.15. DEBT. Neither the Borrower nor any Subsidiary is liable
in respect of any Debt other than Debt permitted by Section 5.10.

SECTION 4.16. SECURITIES AND EXCHANGE COMMISSION REGISTRATIONS AND
FILINGS, ETC. Except as otherwise indicated on Exhibit G, each Subsidiary in
existence on the Closing Date is duly registered with the Securities and
Exchange Commission (the "SEC") as an investment adviser under Section 203 of
the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act")
and each of the Subsidiaries identified as such on Exhibit G is registered as a
broker-dealer under Section 15 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). Each of Murray Johnstone and Murray Johnstone
International Limited, a wholly-owned Subsidiary of Murray Johnstone Limited
incorporated in Scotland, is duly registered as a member of the Investment
Management Regulatory Organization, Limited as required under the laws of the
United Kingdom. Neither the Borrower nor any Subsidiary is required to be
registered, licensed or qualified as an investment adviser or broker dealer
under the Investment Advisers Act, the Exchange Act or any other applicable
United States federal or state law or regulation or any equivalent foreign law
or regulation, or subject to any material liability or disability by reason of
any failure to be so registered, licensed or qualified except (i) for
Subsidiaries which are so registered, licensed or qualified or (ii) to the
extent that the failure to be so registered, licensed or qualified would not
have a material adverse effect on the business, financial condition, assets or
properties of the Borrower or such Subsidiary, as the case may be. Each
Subsidiary has filed with the SEC and with each other applicable United States
federal or state or foreign regulatory agency when due all reports and other
documents as are required for the conduct of its business by the Investment
Advisers Act, the Exchange Act or any United States federal or state law or
regulation or any equivalent foreign law or regulation and with respect to which
the failure to file when due has any reasonable possibility of having a material
adverse effect on the business, financial condition, assets or properties of
such Subsidiary, and there does not exist any proceeding

34
<PAGE>

or, to the best of the Borrower's knowledge, any facts or circumstances the
existence of which could lead to any proceeding which would materially adversely
affect the registration of any Subsidiary with the SEC or with any other
applicable United States federal or state or foreign regulatory agency.

SECTION 4.17. NO DEFAULT. No Default has occurred and is continuing.

SECTION 4.18. SUBSIDIARIES. (a) Each Subsidiary of the Borrower as of
the Closing Date is listed on Exhibit G hereto, which sets forth the total
amount of capital stock issued and outstanding by each Subsidiary and the
percentage of such capital stock owned beneficially and of record by the
Borrower or any other Subsidiary of the Borrower, as the case may be. Except as
otherwise indicated in Exhibit G, the Borrower or such other Subsidiary is the
owner, free and clear of all Liens, except for Liens in favor of the Collateral
Agent of the shares of issued and outstanding stock of each Subsidiary set forth
on Exhibit G.

(b) As of the Closing Date, all shares of capital stock of the
Subsidiaries of the Borrower have been validly issued and are fully paid and
nonassessable, and, except as set forth on Exhibit G-1 hereto, (i) no right to
subscribe to any additional shares have been granted, and no options, warrants,
conversion rights or similar rights to acquire any common stock of any
Subsidiary of the Borrower are outstanding, and (ii) with respect to any
Subsidiary which is not a Wholly-Owned Subsidiary, no dividend, liquidation or
other preferences are in effect except in favor of the Borrower or any other
Subsidiary of the Borrower, and neither the Borrower nor any other Subsidiary of
the Borrower has entered into any agreement obligating the Borrower to purchase
or sell any capital stock of any Subsidiary owned beneficially or of record by
any Person.

(c) The aggregate consolidated revenues of all Subsidiaries of the
Borrower identified as Exempted Subsidiaries on Exhibit G did not exceed
$5,000,000 for the four full consecutive fiscal quarters immediately preceding
the date hereof.

35
<PAGE>

ARTICLE 5

COVENANTS

The Borrower agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

SECTION 5.1. INFORMATION. The Borrower will deliver to each of the
Banks:

(a) as soon as available and in any event within 90 days after the end
of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income, retained earnings and cash
flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on in a manner
acceptable to the Securities and Exchange Commission by Price Waterhouse LLP
or other independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 45 days after the end
of each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
as of the end of such quarter and the related consolidated statements of
income and cash flows for such quarter and for the portion of the Borrower's
fiscal year ended at the end of such quarter, setting forth in the case of
such statements of income and cash flow, in comparative form the figures for
the corresponding quarter and the corresponding portion of the Borrower's
previous fiscal year, all certified (subject to normal year-end adjustments)
as to fairness of presentation, generally accepted accounting principles and
consistency by the chief financial officer, the chief accounting officer or
the treasurer of the Borrower;

(c) simultaneously with the delivery of the financial statements
referred to in clause (a) above, a consolidating balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year,
and the related consolidating statements of income, retained earnings and
cash flows for such fiscal year certified by the chief financial officer,

36
<PAGE>

the chief accounting officer or the treasurer of the Borrower;

(d) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the
chief financial officer, the chief accounting officer or the treasurer of the
Borrower (i) setting forth in reasonable detail the calculations required to
establish whether the Borrower was in compliance with the requirements of
Sections 5.11 to 5.15, inclusive, on the date of such financial statements
and (ii) stating whether any Default exists on the date of such certificate
and, if any Default then exists, setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect thereto;

(e) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements whether
anything has come to their attention to cause them to believe that any
Default existed on the date of such statements;

(f) within five days after any officer of the Borrower obtains
knowledge of any Default, if such Default is then continuing, a certificate
of the chief financial officer, the chief accounting officer or the treasurer
of the Borrower setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto;

(g) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

(h) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a revenue and contract
amortization history for purchase acquisitions of the Borrower for the fiscal
quarter then ended, substantially in the form of Exhibit L;

(i) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements
on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or
their equivalents) which the Borrower shall have filed with the Securities
and Exchange Commission;

<PAGE>

(j) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section
4043 of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of
such notice; (iii) receives notice from the PBGC under Title IV of ERISA of
an intent to terminate, impose liability (other than for premiums under
Section 4007 of ERISA) in respect of, or appoint a trustee to administer any
Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section
4041(c) of ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
of ERISA, a copy of such notice; or (vii) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which
has resulted or could result in the imposition of a Lien or the posting of a
bond or other security, a certificate of the chief financial officer or the
chief accounting officer of the Borrower setting forth details as to such
occurrence and action, if any, which the Borrower or applicable member of the
ERISA Group is required or proposes to take;

(k) upon the consummation of any Acquisition by the Borrower or by any
Subsidiary of the Borrower, copies of all agreements, instruments and
documents executed and delivered in connection with such Acquisition,
including, without limitation, any amendments thereto, any Revenue Sharing
Agreements and any agreements or instruments representing Subordinated Debt
incurred in connection with such Acquisition;

(l) without limiting clauses (a) through (k) above, as soon as
available, but in any event within 90 days after the end of each fiscal year
of the Borrower, audited consolidated accounts for Murray Johnstone and its
Subsidiaries prepared in accordance with generally accepted accounting
principles in the United Kingdom in

38
<PAGE>

effect from time to time as at the end of such fiscal year; and

(m) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

SECTION 5.2. PAYMENT OF OBLIGATIONS. The Borrower will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities (including,
without limitation, tax liabilities and claims of materialmen, warehousemen and
the like which if unpaid might by law give rise to a Lien), except where the
same may be contested in good faith by appropriate proceedings, and will
maintain, and will cause each Subsidiary to maintain, in accordance with
generally accepted accounting principles, appropriate reserves for the accrual
of any of the same.

SECTION 5.3. MAINTENANCE OF PROPERTY; INSURANCE. (a) The Borrower
will keep, and will cause each Subsidiary to keep, all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted.

(b) The Borrower will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Borrower or in such Subsidiary's own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts, against at least such
risks and with such risk retention as are usually maintained, insured against or
retained, as the case may be, in the same general area by companies of
established repute engaged in the same or a similar business; and will furnish
to the Banks, upon request from the Administrative Agent, information presented
in reasonable detail as to the insurance so carried.

SECTION 5.4. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Borrower will continue to be principally a holding company,and will cause each
Subsidiary to engage in Permitted Businesses, and will preserve, renew and keep
in full force and effect, and will cause each Subsidiary to preserve, renew and
keep in full force and effect their respective corporate existence and their
respective rights, privileges and franchises necessary or desirable in the
normal conduct of business; PROVIDED that nothing in this Section 5.4 shall
prohibit (i) the merger of a Subsidiary into the Borrower or the merger or
consolidation of a

39
<PAGE>

Subsidiary with or into another Person if the corporation surviving such
consolidation or merger is a Wholly-Owned Subsidiary and if, in each case,
after giving effect thereto, no Default shall have occurred and be continuing
or (ii) the termination of the corporate existence of any Subsidiary if the
Borrower in good faith determines that such termination is in the best
interest of the Borrower and does not impair the ability of the Borrower to
perform its obligations under the Financing Documents to which it is a party.

SECTION 5.5. COMPLIANCE WITH LAWS. The Borrower will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.

SECTION 5.6. INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Borrower
will keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities; and will permit,
and will cause each Subsidiary to permit, representatives of any Bank at such
Bank's expense to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and to
discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants, all at such reasonable times and as
often as may reasonably be desired.

SECTION 5.7. MERGERS AND SALES OF ASSETS. Neither the Borrower nor any
Subsidiary will (i) consolidate or merge with or into any other Person or
(ii) sell, lease or otherwise transfer, directly or indirectly, all or any
substantial part of its assets to any other Person; PROVIDED that any Subsidiary
(x) may consolidate or merge with or into another Person if the corporation
surviving such merger is the Borrower or a Wholly-Owned Subsidiary and (y) may
sell, lease or otherwise transfer all or any substantial part of its assets so
long as such assets do not represent a substantial part of the assets of the
Borrower and its Consolidated Subsidiaries determined on a consolidated basis as
of such date.

SECTION 5.8. USE OF PROCEEDS. The proceeds of the Loans made under
this Agreement will be used by the Borrower (i) to refinance amounts outstanding
under the

40
<PAGE>

Original Agreement, (ii) to finance the Acquisition by the Borrower or any
Wholly-Owned Subsidiary of any Permitted Business or any assets used in or
related to a Permitted Business (a "Permitted Acquisition"), (iii) to repay
each of the Provident Subordinated Notes and the Pilgrim Baxter Notes and
(iv) to provide working capital in an amount not to exceed $35,000,000. None
of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any "margin
stock" within the meaning of Regulation U.

SECTION 5.9. NEGATIVE PLEDGE. Neither the Borrower nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, including without limitation Liens on cash and cash
equivalents securing Derivatives Obligations, except:

(a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal or face
amount not exceeding $1.00;

(b) any Lien existing on any asset of any Person at the time such
Person becomes a Subsidiary and not created in contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such asset in
an aggregate principal amount at any time outstanding not to exceed
$1,000,000, PROVIDED that such Lien attaches to such asset concurrently with
or within 90 days after the acquisition thereof;

(d) any Lien on any asset of any Person existing at the time such
Person is merged or consolidated with or into the Borrower or a Subsidiary
and not created in contemplation of such event;

(e) any Lien existing on any asset prior to the acquisition thereof by
the Borrower or a Subsidiary and not created in contemplation of such
acquisition;

(f) Liens securing the Heitman Debt;

(g) Liens in favor of the Collateral Agent under the Collateral Agency
and Intercreditor Agreement;

(h) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of

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<PAGE>

this Section, PROVIDED that such Debt is not increased and is not secured by
any additional assets;

(i) Liens on stock of a Subsidiary securing Subordinated Debt issued in
exchange for such stock to the sellers thereof in accordance with Section
5.19;

(j) Liens for taxes, fees, assessments and other governmental charges
to the extent that payment of the same may be postponed or is not required in
accordance with the provisions of Section 5.2;

(k) Landlords' and lessors' liens in respect of rent not in default or
liens in respect of pledges or deposits under workman's compensation,
unemployment insurance, social security laws or similar legislation,
including liens securing up to $500,000 in respect of Unfunded Liabilities
not to exceed $100,000 in the aggregate (but not any other liens arising
under ERISA) or in connection with appeal and similar bonds incidental to
litigation; mechanics', laborer's and materialmen's and similar liens, if the
obligations secured by such liens are not then delinquent; liens securing the
performance of bids or tenders; and statutory liens incidental to the
ordinary conduct of the business of the Borrower and its Subsidiaries and
which do not in the aggregate materially detract from the value of the
property of the Borrower or any of its Subsidiaries, or materially impair the
use thereof in the operation of their business;

(l) judgment liens which shall not have been in existence for a period
longer than 30 days after the creation thereof or, if a stay or execution
shall have been obtained, for a period longer than 30 days after the
expiration of such stay;

(m) rights of lessors under capital leases; and

(n) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt of Subsidiaries in an aggregate principal or face
amount at any date not to exceed 10% of Consolidated Adjusted Net Worth.

SECTION 5.10. LIMITATION ON DEBT. The Borrower will not, and will not
permit any of its Subsidiaries to, incur or at any time be liable with respect
to any Debt except:

(a) Debt under the Financing Documents;

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<PAGE>

(b) Subordinated Debt;

(c) Debt outstanding on the date hereof including (i) Debt under the
Senior Notes; (ii) the UAM Trademark Debt; (iii) the Heitman Guarantor Debt;
(iv) the UAM Investment Debt; and (v) the Heitman Debt and refinancings
thereof PROVIDED that the principal amount thereof is not increased beyond
the amount outstanding thereunder on the date hereof;

(d) Debt of Wholly-Owned Subsidiaries owing to the Borrower incurred in
connection with a Permitted Acquisition by a Wholly-Owned Subsidiary;
provided that the Borrower shall promptly pledge all instruments relating to
such Debt to the Collateral Agent for the ratable benefit of the Agents,
Banks and Senior Noteholders;

(e) Debt secured by Liens permitted by Section 5.9;

(f) Debt of the Borrower owing to any Bank in respect of money market
loans ("Money Market Loans"); PROVIDED, that (i) each Money Market Loan shall
mature not less than 7 and not more than 90 days after the date such loan is
made, (ii) the principal amount of each such Loan is not less than
$1,000,000, (iii) the aggregate outstanding principal amount of Money Market
Loans at any time will not exceed $50,000,000 and (iv) the Borrower notifies
the Administrative Agent (x) on the date any Money Market Loan is made, of
the aggregate principal amount and maturity thereof and (y) on the date of
any repayment of any Money Market Loan, of the amount of such payment;

(g) Debt of the Borrower owing to Subsidiaries not otherwise permitted
by this Section incurred after the Closing Date in an aggregate principal
amount at any time outstanding not to exceed $2,000,000;

(h) Debt of Subsidiaries owing to the Borrower not otherwise permitted
by this Section incurred after the Closing Date in an aggregate principal
amount not to exceed $5,000,000;

(i) Guaranties by Subsidiaries of the Loans, the Money Market Loans,
and the Senior Notes;

(j) Debt of Subsidiaries owing to the Borrower subsequently assigned by
the Borrower to UAM Investment or to other Subsidiaries (which Debt may be

43
<PAGE>

subordinated by UAM Investment or such Subsidiaries to the payment in full of
all or any obligations of the borrowing Subsidiary); PROVIDED such Debt shall
be pledged and assigned to the Collateral Agent in accordance with the
Collateral Documents;

(k) Debt of Borrower consisting of Guarantees in respect of real
property leases permitted under Section 5.16 of Subsidiaries in an amount not
to exceed $30,000,000; and

(l) Debt of Subsidiaries (and not of the Borrower) not otherwise
permitted by this Section incurred after the Closing Date in an aggregate
principal amount at any time outstanding not to exceed 10% of Consolidated
Adjusted Net Worth.

SECTION 5.11. SENIOR DEBT TO TOTAL CAPITAL. During each period set
forth below, the ratio of Consolidated Senior Debt to Total Capital shall be
less than the ratio set forth below for such period:

<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
April 1, 1996 to March 31, 1997 .98
April 1, 1997 to March 31, 1998 .95
April 1, 1998 and thereafter .80
</TABLE>

SECTION 5.12. CASH FLOW RATIO. As of the last day of each fiscal
quarter of the Borrower ending during each period set forth below, the Cash Flow
Ratio at such last day shall be greater than the ratio set forth below for such
period:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
April 1, 1996 to March 31, 1997 .275
April 1, 1997 to March 31, 1998 .30
April 1, 1998 and thereafter .35
</TABLE>

SECTION 5.13. MINIMUM CONSOLIDATED ADJUSTED NET WORTH. Consolidated
Adjusted Net Worth shall at no time be less than $375,000,000.

SECTION 5.14. FIXED CHARGE COVERAGE RATIO. As of the last day of each
period set forth below, the Fixed Charge Coverage Ratio will be greater than the
ratio set forth below for such period:

44
<PAGE>
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
April 1, 1996 to March 31, 1997 2.5
April 1, 1997 and thereafter 3.0
</TABLE>

SECTION 5.15. RESTRICTED PAYMENTS. The aggregate amount of Restricted
Payments made by the Borrower and its Subsidiaries will be less than 75% of
Consolidated Operating Cash Flow in the period from April 1, 1996 through March
31, 1997 (the "Reference Period") and less than 50% of Consolidated Operating
Cash Flow in each succeeding twelve-month period thereafter PLUS, in each such
period after the Reference Period, an amount, not to exceed $25,000,000, equal
to the difference between the amount of Restricted Payments permitted to be made
under this Section in the previous period (including the Reference Period) and
the amount actually made. The amount of Restricted Payments made in each period
shall be determined by the Borrower and furnished to the Administrative Agent
within 90 days after the end of each such period.

SECTION 5.16. LEASE PAYMENTS. Neither the Borrower nor any Subsidiary
will incur or assume (whether pursuant to a Guarantee or otherwise) any
liability for rental payments under a lease if, after giving effect thereto, the
aggregate amount of minimum lease payments that the Borrower and its
Subsidiaries have so incurred or assumed will exceed $30,000,000 for any
calendar year under all such leases (excluding capital leases), or exceed
$2,000,000 for any calendar year for the Borrower alone.

SECTION 5.17. INVESTMENTS. Neither the Borrower nor any Subsidiary
will hold, make or acquire any Investment in any Person other than:

(a) Investments in Persons which are Subsidiaries on the date hereof;

(b) Permitted Acquisitions;

(d) Investments of Murray Johnstone and its Subsidiaries the aggregate
value of which in accordance with generally accepted accounting principles in
the United Kingdom in effect from time to time does not exceed at any time
15,000,000 pounds sterling;

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<PAGE>

(e) Investments in Subsidiaries acquired after the Closing Date which
are engaged in Permitted Businesses; and

(f) any Investment not otherwise permitted by the foregoing clauses of
this Section if, immediately after such Investment is made or acquired, the
aggregate net book value of all Investments permitted by this clause (f) does
not exceed 5% of Consolidated Adjusted Net Worth.

SECTION 5.18. ADDITIONAL SUBSIDIARY STOCK ISSUANCE. The Borrower will
not permit any Subsidiary to issue any additional shares of capital stock, any
options, rights, or warrants therefor or any securities convertible into such
capital stock to any Person other than the Borrower or a Wholly-Owned
Subsidiary. Neither the Borrower nor any Subsidiary will sell, transfer, pledge
or otherwise dispose of any capital stock of a Subsidiary, other than
dispositions in connection with a transaction permitted by Section 5.7.

SECTION 5.19. PLEDGED COLLATERAL. (a) The Borrower will promptly
pledge or cause to be pledged all the capital stock of any Subsidiary acquired
in a Permitted Acquisition to the Collateral Agent LESS the capital stock
pledged to the selling stockholders pursuant to paragraph (b) below;

(b) if Subordinated Debt is issued in connection with a Permitted
Acquisition, the Borrower may pledge to selling stockholders a percentage of the
total capital stock equal to the percentage of the acquisition cost represented
by the Subordinated Debt; PROVIDED that if such percentage is less than 70%, not
more than 49% of the capital stock may be pledged to the selling stockholders;
and

(c) the Collateral Agent will be granted pursuant to such documentation
as the Agents may require a perfected second priority security interest in any
stock pledged to selling stockholders as described in subsection (b) above. In
the event that a Subsidiary is acquired or formed by a Subsidiary of the
Borrower that is not a Guaranty Subsidiary, such acquiring or forming Subsidiary
shall execute and deliver to the Agents and the Banks a guaranty of the
obligations of the Borrower hereunder, such guaranty to be in form, scope and
substance satisfactory to the Agents.

(d) Notwithstanding anything to the contrary in this Section, the
Borrower will not be required to pledge

46
<PAGE>

(i) the capital stock of any subsidiary identified on Exhibit G hereto as a
Special Exempt Subsidiary, (ii) more than 65% of capital stock of an acquired
Subsidiary organized outside the United States of America, and (iii) any of
the capital stock of an acquired Subsidiary or a Subsidiary formed by the
Borrower if such Subsidiary's consolidated revenues are less than $1,000,000
(an "Exempt Subsidiary"); PROVIDED, that if, for any fiscal year, the
aggregate consolidated revenues of all Exempt Subsidiaries exceeds
$5,000,000, then the capital stock of the Exempt Subsidiary with the highest
consolidated revenue for such year will be pledged to the Collateral Agent.
This process shall be repeated until the aggregate consolidated revenue of
the remaining Exempt Subsidiaries is less than $5,000,000. For purposes of
this section, the consolidated revenues of each Exempt Subsidiary in each
fiscal year shall be determined in accordance with generally accepted
accounting principles by the Borrower and furnished to the Administrative
Agent within 90 days after the end of the fiscal year of the Borrower.

SECTION 5.20. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of stock or
indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any Affiliate except on an arms-length basis on terms at least as favorable to
the Borrower or such Subsidiary as could have been obtained from a third party
who was not an Affiliate; PROVIDED that the foregoing provisions of this Section
shall not prohibit any such Person from declaring or paying any lawful dividend
or other payment ratably in respect of all of its capital stock of the relevant
class so long as, after giving effect thereto, no Default shall have occurred
and be continuing.

SECTION 5.21. SUBORDINATED DEBT. The Borrower shall not:

(a) effect or permit any change in or amendment to (i) the terms by
which any Subordinated Debt purports to be subordinated to the payment and
performance of the obligations of the Borrower hereunder or (ii) the terms
relating to the repayment of any Subordinated Debt (other than any extensions of
the date of payment therefor or any reductions in the amount thereof or in the
rate at which

47
<PAGE>

interest or other fees are payable to the holders thereof in connection
therewith); or

(b) directly or indirectly make any payment of any principal of or in
redemption, retirement, defeasance or repurchase, in whole or in part, of any
Subordinated Debt or pledge any collateral therefor, except payments required by
the instruments evidencing such Subordinated Debt; PROVIDED, THAT nothing shall
preclude the Borrower from permitting the conversion of Subordinated Debt to
equity by exercise of warrants or otherwise (in accordance with its terms).

ARTICLE 6

DEFAULTS

SECTION 6.1. EVENTS OF DEFAULT. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

(a) the Borrower shall fail to pay when due any principal of any Loan
or any interest, any fees or any other amount payable hereunder;

(b) the Borrower shall fail to observe or perform any covenant
contained in Article 5, other than those contained in Sections 5.1 through
5.6;

(c) the Borrower or any Subsidiary shall fail to observe or perform any
covenant or agreement contained in any Financing Document (other than those
covered by clause (a) or (b) above) for 30 days after notice thereof has been
given to the Borrower by the Agent at the request of any Bank;

(d) any representation, warranty, certification or statement made by
the Borrower or any Subsidiary in any Financing Document or in any
certificate, financial statement or other document delivered pursuant to any
Financing Document shall prove to have been incorrect in any material respect
when made (or deemed made);

(e) the Borrower or any Subsidiary shall fail to make any payment in
respect of any Material Financial Obligations when due or within any
applicable grace period;

(f) any event or condition shall occur which results in the
acceleration of the maturity of any

48
<PAGE>

Material Debt or enables (or, with the giving of notice or lapse of time or
both, would enable) the holder of such Debt or any Person acting on such
holder's behalf to accelerate the maturity thereof;

(g) the Borrower or any Subsidiary shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, or shall consent to any such relief or
to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall fail generally to
pay its debts as they become due, or shall take any corporate action to
authorize any of the foregoing;

(h) an involuntary case or other proceeding shall be commenced against
the Borrower or any Subsidiary seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or
an order for relief shall be entered against the Borrower or any Subsidiary
under the federal bankruptcy laws as now or hereafter in effect;

(i) any member of the ERISA Group shall fail to pay when due an amount
or amounts aggregating in excess of $500,000 which it shall have become
liable to pay under Title IV of ERISA; or notice of intent to terminate a
Material Plan shall be filed under Title IV of ERISA by any member of the
ERISA Group, any plan administrator or any combination of the foregoing; or
the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer any Material
Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal

<PAGE>

from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which could cause one or more
members of the ERISA Group to incur a current payment obligation in excess
of $500,000;

(j) judgments or orders for the payment of money in excess of
$2,000,000 shall be rendered against the Borrower or any Subsidiary and such
judgments or orders shall continue unsatisfied and unstayed for a period of
30 days;

(k) the aggregate principal amount of the Loans, the Money Market
Loans, Debt under the Senior Notes and Debt under the Provident Subordinated
Notes at any time shall exceed $650,000,000;

(l) at any time following December 31, 1995, there shall be a change in
the Internal Revenue Code or regulations thereunder, or any revenue ruling or
private letter ruling (addressed to the Borrower) shall be issued by the
Internal Revenue Service, if compliance by the Borrower and its Subsidiaries
with such change or ruling would materially and adversely alter the basis
upon which the Borrower or its Subsidiaries amortize intangible assets for
tax purposes;

(m) any person or group of persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 35% or more of the
outstanding shares of common stock of the Borrower; or, during any period of
12 consecutive calendar months, individuals who were directors of the
Borrower on the first day of such period (together with individuals who
replaced existing directors through the standard rotation of board
representatives among Subsidiaries) shall cease to constitute a majority of
the board of directors of the Borrower; or

(n) for any reason, any Collateral Document ceases to be in full force
and effect or any Lien on any of the Collateral purported to be created by
any Collateral Document ceases to be or is not a valid and perfected Lien to
the extent and with the priority contemplated hereby or thereby;

50
<PAGE>

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding more than 50% of the aggregate principal
amount of the Loans, by notice to the Borrower declare the Loans (together with
accrued interest thereon) to be, and the Loans shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; PROVIDED that in
the case of any of the Events of Default specified in clause 6.1(g) or 6.1(h)
above with respect to the Borrower, without any notice to the Borrower or any
other act by the Administrative Agent or the Banks, the Commitments shall
thereupon terminate and the Loans (together with accrued interest thereon) shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

SECTION 6.2. NOTICE OF DEFAULT. The Administrative Agent shall give
notice to the Borrower under Section 6.1(c) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.

ARTICLE 7

THE AGENTS

SECTION 7.1. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers under the Financing Documents and Collateral Agency
and Intercreditor Agreement as are delegated to such Agent by the terms hereof
or thereof, together with all such powers as are reasonably incidental thereto.
Each Bank hereby accepts and agrees to the terms of the Collateral Agency and
Intercreditor Agreement.

SECTION 7.2. AGENTS AND AFFILIATES. Each of the Agents shall have the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the same as though it were not an Agent, and each
Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower or any Subsidiary or affiliate
of the Borrower as if it were not an Agent.

51
<PAGE>

SECTION 7.3. ACTION BY AGENTS. The obligations of the Agents under the
Financing Documents are only those expressly set forth therein. Without
limiting the generality of the foregoing, the Administrative Agent shall not be
required to take any action with respect to any Default, except as expressly
provided in Article 6.

SECTION 7.4. CONSULTATION WITH EXPERTS. Each of the Agents may
consult with legal counsel (who may be counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

SECTION 7.5 LIABILITY OF AGENTS. Neither Agent nor any of its
affiliates nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken by it in
connection herewith (i) with the consent or at the request of the Required
Banks or (ii) in the absence of its own gross negligence or willful
misconduct. Neither Agent nor any of its affiliates nor any of their
respective directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into or verify (i) any statement,
warranty or representation made in connection with the Financing Documents or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of the Borrower; (iii) the satisfaction of any
condition specified in Article 3, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of the Financing Documents or any other instrument or writing
furnished in connection herewith. The Administrative Agent shall not incur
any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex, facsimile
transmission or similar writing) believed by it to be genuine or to be signed
by the proper party or parties.

SECTION 7.6. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify each Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with the Financing Documents or any action taken
or omitted by such indemnitees hereunder.

52
<PAGE>

SECTION 7.7. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon any Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under the Financing Documents.

SECTION 7.8. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign at any time by giving notice thereof to the Banks and the Borrower.
Upon any such resignation, the Required Banks shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent.

SECTION 7.9. AGENTS' FEES. The Borrower shall pay to each of the
Agents for its own account fees in the amounts and at the times previously
agreed upon between the Borrower and such Agent.

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<PAGE>

ARTICLE 8

CHANGE IN CIRCUMSTANCES

SECTION 8.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period for any CD Loan or Euro-
Dollar Loan:

(a) the Administrative Agent is advised by the Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to the
Reference Banks in the relevant market for such Interest Period, or

(b) Banks having 50% or more of the aggregate amount of the Commitments
advise the Agent that the Adjusted CD Rate or the London Interbank Offered
Rate, as the case may be, as determined by the Agent will not adequately and
fairly reflect the cost to such Banks of funding their CD Loans or Euro-
Dollar Loans, as the case may be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may
be, shall be suspended. Unless the Borrower notifies the Administrative Agent
at least two Domestic Business Days before the date of any Fixed Rate Borrowing
for which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, such Borrowing shall instead be made as a Base Rate
Borrowing.

SECTION 8.2. ILLEGALITY. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the

54
<PAGE>

Borrower, whereupon until such Bank notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Bank to make Euro-Dollar Loans shall be
suspended. Before giving any notice to the Administrative Agent pursuant to
this Section, such Bank shall designate a different Euro-Dollar Lending
Office if such designation will avoid the need for giving such notice and
will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such Bank shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Euro-Dollar Loans to maturity and
shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding principal amount of each such Euro-Dollar Loan,
together with accrued interest thereon. Concurrently with prepaying each
such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an equal
principal amount from such Bank (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and such Bank shall make such a Base Rate Loan.

SECTION 8.3. INCREASED COST AND REDUCED RETURN. (a) If on or after
the date hereof, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
(i) with respect to any CD Loan any such requirement included in an applicable
Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any
such requirement included in an applicable Euro-Dollar Reserve Percentage),
special deposit, insurance assessment (excluding, with respect to any CD Loan,
any such requirement reflected in an applicable Assessment Rate) or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or on the United States market for
certificates of deposit or the London interbank market any other condition
affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate
Loans and the result of any of the foregoing is to increase the cost to such
Bank (or its Applicable Lending Office) of making or

55
<PAGE>

maintaining any Fixed Rate Loan, or to reduce the amount of any sum received
or receivable by such Bank (or its Applicable Lending Office) under this
Agreement or under its Note with respect thereto, by an amount deemed by such
Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction.

(b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by such Bank to be material, then from time to time, within 15 days after demand
by such Bank (with a copy to the Administrative Agent), the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

(c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

SECTION 8.4. TAXES. (a) For the purposes of this Section 8.4, the
following terms have the following meanings:

56
<PAGE>

"Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, EXCLUDING (i) in the case of each Bank and Agent, taxes imposed
on its income, and franchise or similar taxes imposed on it, by a jurisdiction
under the laws of which such Bank or such Agent (as the case may be) is
organized or in which its principal executive office is located or, in the case
of each Bank, in which its Applicable Lending Office is located and (ii) in the
case of each Bank, any United States withholding tax imposed on such payments
but only to the extent that such Bank is subject to United States withholding
tax at the time such Bank first becomes a party to this Agreement.

"Other Taxes" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note.

(b) Any and all payments by the Borrower to or for the account of any
Bank or any Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; PROVIDED that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) such Bank or Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 9.1, the original or
a certified copy of a receipt evidencing payment thereof.

(c) The Borrower agrees to indemnify each Bank and each Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by such Bank or such Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be paid within 15 days after such
Bank or such Agent (as the case may be) makes demand therefor.

57
<PAGE>

(d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower and the Administrative Agent with Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Bank is entitled to benefits under an income tax
treaty to which the United States is a party which exempts the Bank from United
States withholding tax or reduces the rate of withholding tax on payments of
interest for the account of such Bank or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States.

(e) For any period with respect to which a Bank has failed to provide
the Borrower or the Administrative Agent with the appropriate form pursuant to
Section 8.4(d) (unless such failure is due to a change in treaty, law or
regulation occurring subsequent to the date on which such form originally was
required to be provided), such Bank shall not be entitled to indemnification
under Section 8.4(b) or (c) with respect to Taxes imposed by the United States;
PROVIDED that if a Bank, which is otherwise exempt from or subject to a reduced
rate of withholding tax, becomes subject to Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes.

(f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section, then such Bank will change the
jurisdiction of its Applicable Lending Office if, in the judgment of such Bank,
such change (i) will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

SECTION 8.5. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS.
If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.2 or (ii) any Bank has demanded compensation under Section
8.3 or 8.4 with respect to its CD Loans or Euro-Dollar Loans and the Borrower
shall, by at least five Euro-Dollar Business Days' prior notice to such Bank
through the Administrative Agent, have elected that the provisions

58
<PAGE>

of this Section shall apply to such Bank, then, unless and until such Bank
notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist:

(a) all Loans which would otherwise be made by such Bank as CD Loans or
Euro-Dollar Loans, as the case may be, shall be made instead as Base Rate
Loans (on which interest and principal shall be payable contemporaneously
with the related Fixed Rate Loans of the other Banks); and

(b) after each of its CD Loans or Euro-Dollar Loans, as the case may
be, has been repaid, all payments of principal which would otherwise be
applied to repay such Fixed Rate Loans shall be applied to repay its Base
Rate Loans instead.

ARTICLE 9

MISCELLANEOUS

SECTION 9.1. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:
(a) in the case of the Borrower or either Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (b) in the case
of any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agents and the Borrower. Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; PROVIDED that notices to the
Administrative Agent under Article 2 or Article 8 shall not be effective until
received.

59
<PAGE>

SECTION 9.2. NO WAIVERS. No failure or delay by any Agent or any Bank
in exercising any right, power or privilege under any Financing Document shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in the Financing
Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.

SECTION 9.3. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay
(i) all out-of-pocket expenses of the Agents, including fees and disbursements
of special counsel for the Agents, in connection with the preparation and
administration of the Financing Documents, any waiver or consent thereunder or
any amendment thereof or any Default or alleged Default hereunder and (ii) if an
Event of Default occurs, all out-of-pocket expenses incurred by each Agent and
Bank, including (without duplication) the fees and disbursements of outside
counsel and the allocated cost of inside counsel, in connection with such Event
of Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.

(b) The Borrower agrees to indemnify each Agent and Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of this Agreement or any actual or proposed use of
proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to
be indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

SECTION 9.4. SHARING OF SET-OFFS. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to any Note held by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest due
with respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall

60
<PAGE>

purchase such participations in the Notes held by the other Banks, and such
other adjustments shall be made, as may be required so that all such payments
of principal and interest with respect to the Notes held by the Banks shall
be shared by the Banks pro rata; PROVIDED that nothing in this Section shall
impair the right of any Bank to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment
of indebtedness of the Borrower other than its indebtedness hereunder. The
Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of
set-off or counterclaim and other rights with respect to such participation
as fully as if such holder of a participation were a direct creditor of the
Borrower in the amount of such participation.

SECTION 9.5. AMENDMENTS AND WAIVERS . Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of either Agent are affected thereby, by such Agent); PROVIDED
that no such amendment or waiver shall, unless signed by all the Banks, (i)
increase or decrease the Commitment of any Bank (except for a ratable decrease
in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for any scheduled reduction or
termination of any Commitment, (iv) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Notes, or the number of Banks,
which shall be required for the Banks or any of them to take any action under
this Section or any other provision of this Agreement or (v) release all or
substantially all of the Collateral.

SECTION 9.6. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

(b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such

61
<PAGE>

Bank shall remain responsible for the performance of its obligations
hereun[nb]der, and the Borrower and the Agents shall continue to deal solely
and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank
may grant such a participating interest shall provide that such Bank shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement;
PROVIDED that such participation agreement may provide that such Bank will
not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii), or (iii) of Section 9.5 without the consent of
the Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits
of Article 8 with respect to its participating interest. An assignment or
other transfer which is not permitted by subsection (c) or (d) below shall be
given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection (b).

(c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to an
initial Commitment of not less than $5,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit E hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower,
which shall not be unreasonably withheld, and the Administrative Agent; PROVIDED
that if an Assignee is an affiliate of such transferor Bank or was a Bank
immediately prior to such assignment, no such consent shall be required; and
PROVIDED FURTHER that such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Money Market Loans. Upon execution
and delivery of such instrument and payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party to this Agreement
and shall have all the rights and obligations of a Bank with a Commitment as set
forth in such instrument of assumption, and the transferor Bank shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required. Upon the consummation
of any assignment pursuant to this subsection (c), the transferor Bank, the
Administrative Agent and the Borrower shall make appropriate arrangements

62
<PAGE>

so that, if required, a new Note is issued to the Assignee. In connection
with any such assignment, the transferor Bank shall pay to the Administrative
Agent an administrative fee for processing such assignment in the amount of
$2,500. If the Assignee is not incorporated under the laws of the United
States of America or a state thereof, it shall deliver to the Borrower and
the Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with
Section 8.4.

(d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

(e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring such
Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

SECTION 9.7. COLLATERAL. Each of the Banks represents to each of the
Agents and the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

SECTION 9.8. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

SECTION 9.9. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with

63
<PAGE>

the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject
matter hereof. This Agreement shall become effective upon receipt by the
Administrative Agent of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Administrative Agent in form
satisfactory to it of telegraphic, telex, facsimile or other written
confirmation from such party of execution of a counterpart hereof by such
party).

SECTION 9.10 CONFIDENTIALITY. Each Bank agrees to exercise
reasonable efforts to keep confidential any written information delivered or
made available by the Borrower or any of its Subsidiaries to such Bank in
connection with this Agreement; PROVIDED that nothing herein shall prevent any
Bank from disclosing such information (i) to any other Bank, (ii) to its
officers, directors, employees, agents, attorneys and accountants, (iii) upon
the order of any court or administrative agency, (iv) upon the request or demand
of any regulatory agency or authority having jurisdiction over such Bank, (v)
which has been publicly disclosed, (vi) in connection with any litigation to
which the Administrative Agent, the Collateral Agent or any Bank or their
respective affiliates may be a party, (vii) in connection with the exercise of
any remedy hereunder, (viii) to such Bank's legal counsel and independent
auditors, and (ix) to any actual or proposed participant or assignee of all or
part of its rights hereunder which has agreed in writing to be bound by the
provisions of this Section 9.10.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS
AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

64
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED ASSET MANAGEMENT CORPORATION

By /s/ William H. Park
------------------------------------
Name: William H. Park
Title: Executive Vice President
Address:
Telex:
Facsimile:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent

By
------------------------------------
Name:
Title:
Address: 60 Wall Street
New York, NY 10260
Telex:
Facsimile:

THE FIRST NATIONAL BANK OF BOSTON,
as Collateral Agent

By
------------------------------------
Name:
Title:
Address:
Telex:
Facsimile:

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED ASSET MANAGEMENT CORPORATION

By
------------------------------------
Name:
Title:
Address:
Telex:
Facsimile:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent

By /s/ Lauren S. McCoy
------------------------------------
Name: Lauren S. McCoy
Title: Vice President
Address: 60 Wall Street
New York, NY 10260
Telex:
Facsimile:

THE FIRST NATIONAL BANK OF BOSTON,
as Collateral Agent

By
------------------------------------
Name:
Title:
Address:
Telex:
Facsimile:

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED ASSET MANAGEMENT CORPORATION

By
------------------------------------
Name:
Title:
Address:
Telex:
Facsimile:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent

By
------------------------------------
Name:
Title:
Address: 60 Wall Street
New York, NY 10260
Telex:
Facsimile:

THE FIRST NATIONAL BANK OF BOSTON,
as Collateral Agent

By /s/ Mitchell B. Feldman
------------------------------------
Name: Mitchell B. Feldman
Title: Managing Director
Address: 100 Federal St.
Telex:
Facsimile:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By /s/ Lauren S. McCoy
------------------------------------
Name: Lauren S. McCoy
Title: Vice President

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By
------------------------------------
Name:
Title:

$20,000,000 ABN-AMRO BANK N.V.

By
------------------------------------
Name:
Title:

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By
------------------------------------
Name:
Title:

$30,000,000 CHEMICAL BANK

By
------------------------------------
Name:
Title:

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By
------------------------------------
Name:
Title:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
------------------------------------
Name:

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By /s/ Mitchell B. Feldman
------------------------------------
Name: Mitchell B. Feldman
Title: Managing Director

$20,000,000 ABN-AMRO BANK N.V.

By
------------------------------------
Name:
Title:

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By
------------------------------------
Name:
Title:

$30,000,000 CHEMICAL BANK

By
------------------------------------
Name:
Title:

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By
------------------------------------
Name:
Title:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
------------------------------------
Name:

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By
------------------------------------
Name:
Title:

$20,000,000 ABN-AMRO BANK N.V.

By /s/ Eisso VanderMeulen
------------------------------------
Name: Eisso VanderMeulen
Title: Assistant Vice President

By /s/ David Eastep
------------------------------------
Name: David Eastep
Title: Assistant Vice President

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By
------------------------------------
Name:
Title:

$30,000,000 CHEMICAL BANK

By
------------------------------------
Name:
Title:

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By
------------------------------------
Name:
Title:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
------------------------------------
Name:

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By
------------------------------------
Name:
Title:

$20,000,000 ABN-AMRO BANK N.V.

By
------------------------------------
Name:
Title:

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By /s/ Louise A. Coughlan
------------------------------------
Name: Louise A. Coughlan
Title: Deputy Manager

$30,000,000 CHEMICAL BANK

By
------------------------------------
Name:
Title:

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By
------------------------------------
Name:
Title:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
------------------------------------
Name:

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By
------------------------------------
Name:
Title:

$20,000,000 ABN-AMRO BANK N.V.

By
------------------------------------
Name:
Title:

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By
------------------------------------
Name:
Title:

$30,000,000 CHEMICAL BANK

By /s/ Heather Lindstrom
------------------------------------
Name: Heather Lindstrom
Title: Vice President

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By
------------------------------------
Name:
Title:

<PAGE>

$50,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By
------------------------------------
Name:

$50,000,000 THE FIRST NATIONAL BANK OF BOSTON

By
------------------------------------
Name:
Title:

$20,000,000 ABN-AMRO BANK N.V.

By
------------------------------------
Name:
Title:

$ 7,500,000 per pro BROWN BROTHERS
HARRIMAN & CO.

By
------------------------------------
Name:
Title:

$30,000,000 CHEMICAL BANK

By
------------------------------------
Name:
Title:

$30,000,000 CREDIT LYONNAIS NEW YORK BRANCH

By /s/ Sebastian Rocco
------------------------------------
Name: Sebastian Rocco
Title: First Vice President

66
<PAGE>

$45,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By /s/ F. Dabney Giles
------------------------------------
Name: F. Dabney Giles
Title: Assistant Vice President

By /s/ Alexander Cellarius
------------------------------------
Name: Alexander Cellarius
Title: Vice President

$45,000,000 FLEET NATIONAL BANK

By
------------------------------------
Name:
Title:

$ 7,500,000 ING CAPITAL

By
------------------------------------
Name:
Title:

$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.

By
------------------------------------
Name:
Title:

$45,000,000 MELLON BANK, N.A.

By
------------------------------------
Name:
Title:

<PAGE>

$45,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By
------------------------------------
Name:
Title:

$45,000,000 FLEET NATIONAL BANK

By /s/ Robert McClelland
------------------------------------
Name: Robert McClelland
Title: Vice President

$ 7,500,000 ING CAPITAL

By
------------------------------------
Name:
Title:

$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.

By
------------------------------------
Name:
Title:

$45,000,000 MELLON BANK, N.A.

By
------------------------------------
Name:
Title:

<PAGE>

$45,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By
------------------------------------
Name:
Title:

$45,000,000 FLEET NATIONAL BANK

By
------------------------------------
Name:
Title:

$ 7,500,000 ING CAPITAL

By /s/ Kunduck Moon
------------------------------------
Name: Kunduck Moon
Title: Managing Director

$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.

By
------------------------------------
Name:
Title:

$45,000,000 MELLON BANK, N.A.

By
------------------------------------
Name:
Title:

<PAGE>

$45,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By
------------------------------------
Name:
Title:

$45,000,000 FLEET NATIONAL BANK

By
------------------------------------
Name:
Title:

$ 7,500,000 ING CAPITAL

By
------------------------------------
Name:
Title:

$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.

By /s/ Noboru Kubota
------------------------------------
Name: Noboru Kubota
Title: Deputy General Manager

$45,000,000 MELLON BANK, N.A.

By
------------------------------------
Name:
Title:

<PAGE>

$45,000,000 DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By
------------------------------------
Name:
Title:

$45,000,000 FLEET NATIONAL BANK

By
------------------------------------
Name:
Title:

$ 7,500,000 ING CAPITAL

By
------------------------------------
Name:
Title:

$20,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.

By
------------------------------------
Name:
Title:

$45,000,000 MELLON BANK, N.A.

By /s/ Susan M. Whitewood
------------------------------------
Name: Susan M. Whitewood
Title: Assistant Vice President

<PAGE>

$45,000,000 NATIONSBANK, N.A.

By /s/ Ira L. Moreland
------------------------------------
Name: Ira L. Moreland
Title: Senior Vice President

$20,000,000 ROYAL BANK OF SCOTLAND

By
------------------------------------
Name:
Title:

$20,000,000 SOCIETE GENERALE

By
------------------------------------
Name:
Title:

$20,000,000 STATE STREET BANK

By
------------------------------------
Name:
Title:

$20,000,000 THE SUMITOMO BANK, LIMITED

By
------------------------------------
Name:
Title:

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By
------------------------------------
Name:
Title:

TOTAL COMMITMENTS

$500,000,000

<PAGE>

$45,000,000 NATIONSBANK, N.A.

By
------------------------------------
Name:
Title:

$20,000,000 ROYAL BANK OF SCOTLAND

By /s/ D. Dougan
------------------------------------
Name: D. Dougan
Title: Vice President

$20,000,000 SOCIETE GENERALE

By
------------------------------------
Name:
Title:

$20,000,000 STATE STREET BANK

By
------------------------------------
Name:
Title:

$20,000,000 THE SUMITOMO BANK, LIMITED

By
------------------------------------
Name:
Title:

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By
------------------------------------
Name:
Title:

TOTAL COMMITMENTS

$500,000,000

<PAGE>

$45,000,000 NATIONSBANK, N.A.

By
------------------------------------
Name:
Title:

$20,000,000 ROYAL BANK OF SCOTLAND

By
------------------------------------
Name:
Title:

$20,000,000 SOCIETE GENERALE

By /s/ Jay S. Sands
------------------------------------
Name: Jay S. Sands
Title: First Vice President

$20,000,000 STATE STREET BANK

By
------------------------------------
Name:
Title:

$20,000,000 THE SUMITOMO BANK, LIMITED

By
------------------------------------
Name:
Title:

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By
------------------------------------
Name:
Title:

TOTAL COMMITMENTS

$500,000,000

<PAGE>

$45,000,000 NATIONSBANK, N.A.

By
------------------------------------
Name:
Title:

$20,000,000 ROYAL BANK OF SCOTLAND

By
------------------------------------
Name:
Title:

$20,000,000 SOCIETE GENERALE

By
------------------------------------
Name:
Title:

$20,000,000 STATE STREET BANK AND TRUST COMPANY

By /s/ Edward A. Siegel
------------------------------------
Name: Edward A. Siegel
Title: Loan Officer

$20,000,000 THE SUMITOMO BANK, LIMITED

By
------------------------------------
Name:
Title:

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By
------------------------------------
Name:
Title:

TOTAL COMMITMENTS

$500,000,000

<PAGE>

$45,000,000 NATIONSBANK, N.A.

By
------------------------------------
Name:
Title:

$20,000,000 ROYAL BANK OF SCOTLAND

By
------------------------------------
Name:
Title:

$20,000,000 SOCIETE GENERALE

By
------------------------------------
Name:
Title:

$20,000,000 STATE STREET BANK

By
------------------------------------
Name:
Title:

$20,000,000 THE SUMITOMO BANK, LIMITED

By /s/ Daniel G. Eastman
------------------------------------
Name: Daniel G. Eastman
Title: Vice President and Manager

By /s/ Stephen F. O'Sullivan
------------------------------------
Name: Stephen F. O'Sullivan
Title: Assistant Vice President

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By
------------------------------------
Name:
Title:

TOTAL COMMITMENTS

$500,000,000

68
<PAGE>

$45,000,000 NATIONSBANK, N.A.

By
------------------------------------
Name:
Title:

$20,000,000 ROYAL BANK OF SCOTLAND

By
------------------------------------
Name:
Title:

$20,000,000 SOCIETE GENERALE

By
------------------------------------
Name:
Title:

$20,000,000 STATE STREET BANK

By
------------------------------------
Name:
Title:

$20,000,000 THE SUMITOMO BANK, LIMITED

By
------------------------------------
Name:
Title:

$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.

By /s/ Terence A. Snellings
------------------------------------
Name: Terence A. Snellings
Title: Senior Vice President

TOTAL COMMITMENTS

$500,000,000

<PAGE>

PRICING SCHEDULE

Each of "Euro-Dollar Margin", "CD Margin", "Commitment Fee
Rate" means, for any date, the rates set forth below in the row opposite such
term and in the column corresponding to the "Pricing Level" that applies at such
date:

Level I Level II Level III Level IV
- -------------------------------------------------------------------------------
CD Margin 0.525% 0.675% 0.825% 1%

Euro-Dollar Margin 0.4% 0.55% 0.7% 0.875%

Commitment Fee Rate 0.125% 0.17% 0.2% 0.275%

For purposes of this Schedule, the following terms have the
following meanings:

"Level I Pricing" applies at any date if, at such date, the
Applicable Cash Flow Ratio is greater than 0.75 AND the Applicable Debt to
Capital Ratio is less than 0.5.

"Level II Pricing" applies at any date if, at such date, (i) the
Applicable Cash Flow Ratio is greater than 0.6 AND the Applicable Debt to
Capital Ratio is less than 0.6 and (ii) Level I Pricing does not apply.

"Level III Pricing" applies at any date if, at such date, (i) the
Applicable Cash Flow Ratio is greater than 0.45 AND the Applicable Debt to
Capital Ratio is less than 0.7 and (ii) neither Level I Pricing nor Level II
Pricing applies.

"Level IV Pricing" applies at any date if, at such date, the
Applicable Cash Flow Ratio is less than or equal to 0.45 OR the Applicable Debt
to Capital Ratio is greater than or equal to 0.7.

"Applicable Cash Flow Ratio" means, with respect to each day
during any quarter, the Cash Flow Ratio for the period of four consecutive
quarters ending at the date of the most recent financial statements delivered
pursuant to Section 5.1(a) or (b).

"Applicable Debt to Capital Ratio" means, with respect to each
day during any quarter, the ratio of Consolidated Senior Debt to Total Capital
as of the date of the most recent financial statements delivered pursuant to
Section 5.1(a) or (b).

<PAGE>

"Pricing Level" refers to the determination of which of Level I,
Level II, Level III or Level IV applies at any date.

Exhibits

<PAGE>

EXHIBIT A - Note

NOTE

New York, New York
___________ __, 199_

For value received, United Asset Management Corporation, a Delaware
corporation (the "Borrower"), promises to pay to the order of
______________________ (the "Bank"), for the account of its Applicable Lending
Office, the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the last day of
the Interest Period relating to such Loan. The Borrower promises to pay
interest on the unpaid principal amount of each such Loan on the dates and at
the rate or rates provided for in the Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Morgan Guaranty
Trust Company of New York, 60 Wall Street, New York, New York.

All Loans made by the Bank, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

This note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of April 19, 1996 among United Asset Management
Corporation, the banks listed on the signature pages thereof, Morgan Guaranty
Trust

<PAGE>

Company of New York, as Administrative Agent and The First National Bank
of Boston, as Collateral Agent (as the same may be amended from time to time,
the "Amended and Restated Credit Agreement"). Terms defined in the Amended and
Restated Credit Agreement are used herein with the same meanings. Reference is
made to the Amended and Restated Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

United Asset Management Corporation

By
------------------------------------
Name:
Title:

<PAGE>

LOANS AND PAYMENTS OF PRINCIPAL

______________________________________________________________________________

Amount Type Amount of
of of Principal Maturity Notation
Date Loan Loan Repaid Date Made By
______________________________________________________________________________

______________________________________________________________________________

3
<PAGE>

EXHIBIT B

GUARANTY AND SECURITY DOCUMENTS
CONFIRMATION AND AMENDMENT

GUARANTY AND SECURITY DOCUMENTS CONFIRMATION AND AMENDMENT dated as of
April 19, 1996 among UNITED ASSET MANAGEMENT CORPORATION, a Delaware corporation
(the "Borrower"), UNITED ASSET MANAGEMENT HOLDINGS, INC., a Delaware corporation
("UAM Holdings"), UNITED ASSET MANAGEMENT TRADEMARK, INC., a Delaware
corporation ("UAM Trademark"), UAM INVESTMENT CORPORATION, a Delaware
corporation ("UAM Investment"), HEITMAN FINANCIAL LTD., an Illinois corporation
("Heitman"), UNITED ASSET MANAGEMENT U.K. HOLDINGS, INC., a Delaware corporation
("UAM U.K.. HOLDINGS") and UAM REALTY ADVISORS INVESTMENT CORPORATION, a
Delaware corporation ("UAM Realty Advisors"; UAM Holdings, UAM Trademark, UAM
Investment, Heitman, UAM U.K. Holdings and UAM Realty Advisors, each a "Guaranty
Subsidiary" and collectively, the "Guaranty Subsidiaries") in favor of the Banks
and the Agents (as defined below).

W I T N E S S E T H

WHEREAS, the Borrower, certain of the Banks, Morgan Guaranty Trust
Company of New York, as Agent (the "Agent"), and The First National Bank of
Boston, as Collateral Agent, are parties to the Second Amended and Restated
Credit Agreement, dated as of November 18, 1994 (as amended to the Effective
Date, the "Original Agreement");

WHEREAS, simultaneously with the execution of this Agreement, the
Borrower, the banks listed on the signature pages thereof (the "Banks"), Morgan
Guaranty Trust Company of New York, as Administrative Agent, and The First
National Bank of Boston, as Collateral Agent, are entering into an Amended and
Restated Credit Agreement dated as of the date hereof (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Amended and Restated Credit Agreement"), which amends and restates the Original
Agreement in its entirety; and

WHEREAS, it is a condition precedent to the effectiveness of the
Amended and Restated Credit Agreement and to the obligation of the Banks to make
Loans thereunder that the Borrower and each of the Guaranty Subsidiaries shall
have executed and delivered this Agreement;

NOW, THEREFORE, the parties hereto agree:

<PAGE>

1. Unless the context otherwise requires, capitalized terms used
herein without definition shall have the meanings given to such terms in the
Amended and Restated Credit Agreement.

2. The term "Banks" as defined in each of the Collateral Documents
and the Subsidiaries Guaranties (collectively, the "Documents") shall include
all banks and other financial institutions from time to time parties to the
Amended and Restated Credit Agreement as "Banks".

3. All references in the Documents to "the Agreement" or "the
Amended and Restated Credit Agreement" shall refer to the Amended and Restated
Credit Agreement, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

4. Without limitation of any of the terms of the Documents, the
Borrower and each Guaranty Subsidiary hereby confirms and agrees that the terms
"Obligations" and "Guaranteed Obligations" as used in the Documents shall
include all obligations of the Borrower as such term is used in the Amended and
Restated Credit Agreement.

5. Each of the Guaranty Subsidiaries hereby acknowledges receipt of
a copy of the Amended and Restated Credit Agreement and of each agreement,
instrument or document delivered in connection therewith on the Closing Date.

6. Schedule A to the Subsidiaries Guaranty dated as of May 18, 1992,
as amended, by UAM Holdings, United Asset Management Trademark, Inc. and UAM
Investment in favor of the Beneficiaries named therein (the "Subsidiaries
Guaranty") is hereby amended to read in its entirety as set forth on Exhibit A
hereto.

7. Schedule A to the Subsidiaries Pledge Agreement is hereby amended
to read in its entirety as set forth on Exhibit B hereto.

8. Clause (iii) of the first sentence of Section 4(c) of the
Subsidiaries Guaranty is hereby amended to read in its entirety as follows:

"(iii) in the case of UAM Investment, holding the promissory notes
permitted by Section 5.10 of the Credit Agreement."

9. The amendments set forth herein are limited precisely as written
and shall not be deemed to (i) be an amendment to or waiver of any other term or
condition of the Documents or any of the instruments and documents referred to
therein, or (ii) prejudice any right or rights which the Agents or the Banks may
now have or may have in the future under or in connection with the Documents, as
amended, or any of the instruments and documents referred to therein. Except as
expressly modified hereby or pursuant hereto, the terms and

<PAGE>

provisions of the Documents and the instruments and documents referred to
therein shall remain in full force and effect, and, as so modified, are hereby
ratified and confirmed.

10. This Agreement is the Confirmation and Amendment referred to in
the Amended and Restated Credit Agreement. All guaranties, liens and security
interests made or granted by the Borrower or any Guaranty Subsidiary pursuant to
the Documents are hereby ratified and confirmed.

11. This Agreement may be signed in any number of separate
counterparts, each of which shall constitute an original instrument and all of
which taken together shall constitute one and the same instrument, with the same
force and effect as if the signatures of all the parties hereto were on a single
instrument.

12. The Borrower and each of the Guaranty Subsidiaries hereby
represents and warrants that (i) it has the right, power and capacity and has
been duly authorized and empowered by all required corporate and shareholder
action to enter into, execute, deliver and perform this Agreement; (ii) this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law); (iii) the execution, delivery and performance
of this Agreement do not and will not violate any provision of its certificate
of incorporation or by-laws or any contractual provision to which it is a party
or to which it or any of its property is subject; and (iv) all representations
and warranties contained in the Documents (as amended by this Agreement) are
true and correct in all material respects with the same effect as though such
representations and warranties has been made on and as of the date hereof.

13. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

UNITED ASSET MANAGEMENT CORPORATION

By:
-----------------------------------
Title:

UNITED ASSET MANAGEMENT HOLDINGS, INC.

By:
-----------------------------------
Title:

UNITED ASSET MANAGEMENT TRADEMARK, INC.

By:
-----------------------------------
Title:

UAM INVESTMENT CORPORATION

By:
-----------------------------------
Title:

HEITMAN FINANCIAL LTD.

By:
-----------------------------------
Title:

<PAGE>

UNITED ASSET MANAGEMENT U.K.
HOLDINGS, INC.

By:
----------------------------------
Title:

UAM REALTY ADVISORS INVESTMENT
CORPORATION

By:
----------------------------------
Title:

5
<PAGE>

AGREED:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent

By:
-----------------------------------
Title:

THE FIRST NATIONAL BANK OF BOSTON,
as Collateral Agent

By:
-----------------------------------
Title:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By:
-----------------------------------
Title:

THE FIRST NATIONAL BANK OF BOSTON

By:
-----------------------------------
Title:

ABN-AMRO BANK N.V.

By:
-----------------------------------
Title:

6
<PAGE>

CHEMICAL BANK

By:
-----------------------------------
Title:

CREDIT LYONNAIS NEW YORK BRANCH

By:
-----------------------------------
Title:

DEUTSCHE BANK AG, NEW YORK BRANCH
and/or CAYMAN ISLANDS BRANCH

By:
-----------------------------------
Title:

FLEET BANK

By:
-----------------------------------
Title:

ING CAPITAL

By:
-----------------------------------
Title:

THE LONG-TERM CREDIT BANK OF JAPAN, LTD.

By:
-----------------------------------
Title:

7
<PAGE>

MELLON BANK N.A.

By:
-----------------------------------
Title:

NATIONSBANK, N.A.

By:
-----------------------------------
Title:

ROYAL BANK OF SCOTLAND

By:
-----------------------------------
Title:

SOCIETE GENERALE

By:
-----------------------------------
Title:

STATE STREET BANK

By:
-----------------------------------
Title:

THE SUMITOMO BANK, LIMITED

By:
-----------------------------------
Title:

<PAGE>

WACHOVIA BANK OF GEORGIA, N.A.

By:
-----------------------------------
Title:

per pro BROWN BROTHERS
HARRIMAN & CO.

By:
-----------------------------------
Title:

<PAGE>

EXHIBIT A TO
CONFIRMATION AND AMENDMENT

Schedule A
Subsidiaries Guaranty

SUBSIDIARIES OF UAM HOLDINGS

1. Dewey Square Investors Corporation, a Delaware corporation

2. UAM Realty Advisors Investment Corporation, a Delaware corporation

3. Hellman, Jordan Management Company, Inc., a Delaware corporation

4. Hagler, Mastrovita & Hewitt, Inc., a Delaware corporation

5. First Pacific Advisors, Inc., a Massachusetts corporation

6. Acadian Asset Management, Inc., a Massachusetts corporation

7. NWQ Investment Management Company, Inc., a Massachusetts corporation

8. Pell, Rudman & Co., Inc., a Delaware corporation

9. Tom Johnson Investment Management, Inc., a Massachusetts corporation

10. Provident Investment Counsel, Inc., a Massachusetts corporation

11. UAM Fund Services, Inc., a Delaware corporation

12. OSV NewCo, Inc., a Delaware corporation
<PAGE>

EXHIBIT B TO
CONFIRMATION AND AMENDMENT

Schedule A
Subsidiaries Pledge Agreement
By and Between United Asset Management
Holdings, Inc. and The First National
Bank of Boston, as Collateral Agent

The Collateral covered by the Subsidiaries Pledge Agreement to which this
Schedule A is annexed includes, without limitation, the following shares of
stock, certificates representing which have been delivered to the Collateral
Agent in good transferable form, endorsed by the Pledgor in blank (and all
proceeds thereof):

<TABLE>
<CAPTION>
Percentage of
Number of Shares Certificate
Issuer Shares Outstanding Number
------ --------- --------------- -----------
<S> <C> <C> <C>
Hellman, Jordan Management Company, Inc. 449.5 100% 30

Hagler, Mastrovita & Hewitt, Inc. 50,000 100% 11

Dewey Square Investors Corporation 100 100% 1

UAM Realty Advisors Investment Corporation 100 100% 1

First Pacific Advisors, Inc. 200,000 100% 2

Acadian Asset Management, Inc. 100 100% 7

NWQ Investment Management Company, Inc. 200,000 100% 2

Pell, Rudman & Co., Inc. 100 100% 2

Tom Johnson Investment Management, Inc. 100 100% 2

Provident Investment Counsel, Inc. 100 100% 2

UAM Fund Services, Inc. 100 100% 2

OSV NewCo, Inc. 100 100% 2
</TABLE>

<PAGE>

EXHIBIT C

[HILL & BARLOW LETTERHEAD]

April 19, 1996

Morgan Guaranty Trust Company of New York,
as Administrative Agent
60 Wall Street
New York, New York 10260

and

The First National Bank of Boston,
as Collateral Agent
150 Royall Street
Canton, Massachusetts 02021

and

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260

The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110

ABN-AMRO Bank, N.V.
500 Park Avenue
New York, NY 10022

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

Chemical Bank
4 New York Plaza
New York, New York 10004-2477

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 2
April 19, 1996

Credit Lyonnais New York Branch
c/o Credit Lyonnais Representative Office
53 State Street
Boston, Massachusetts 02109

Deutsche Bank AG
New York Branch and/or Cayman Islands Branch
31 West 52nd Street
New York, New York 10019

Fleet National Bank
75 State Street
Boston, Massachusetts 02109

ING Capital
135 East 57th Street
New York, NY 10022

The Long-Term Credit Bank of Japan, Ltd.
165 Broadway
New York, NY 10006

Mellon Bank, N.A.
Mellon Bank Center
1735 Market Street, 6th Floor
Philadelphia, Pennsylvania 19101

Nationsbank, N.A.
10 Light Street
Baltimore, Maryland 21201

Royal Bank of Scotland
63 Wall Street
New York, NY 10005

Societe Generale
1221 Avenue of the Americas
New York, NY 10020

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 3
April 19, 1996

State Street Bank
1776 Heritage Drive
North Quincy, MA 02171

The Sumitomo Bank, Limited
One Post Office Square
Boston, MA 02109

Wachovia Bank of Georgia, N.A.
191 Peachtree Street, N.E.
Atlanta, Georgia 30303

as Banks under the Credit Agreement referred to below.

Ladies and Gentlemen:

We have acted as counsel to United Asset Management Corporation, a
Delaware corporation (the "Company"), United Asset Management Holdings, Inc., a
Delaware corporation ("UAM Holdings") and a wholly-owned subsidiary corporation
of the Company, United Asset Management Trademark, Inc., a Delaware corporation
("UAM Trademark") and a wholly-owned subsidiary corporation of the Company, UAM
Investment Corporation, a Delaware corporation ("UAM Investment") and a
wholly-owned subsidiary corporation of the Company, United Asset Management
U.K. Holdings, Inc., a Delaware corporation ("UAM U.K. Holdings") and a
wholly-owned subsidiary corporation of the Company, and UAM Realty Advisors
Investment Corporation, a Delaware corporation ("UAM Realty Advisors") and a
wholly-owned subsidiary corporation of UAM Holdings (UAM Holdings, UAM
Trademark, UAM Investment, UAM U.K. Holdings, and UAM Realty Advisors are
hereinafter collectively called the "Guaranty Subsidiaries"), in connection
with the preparation, execution, and delivery of (1) the Amended and Restated
Credit Agreement dated as of April 19, 1996 (the "Credit Agreement") among the
Company, Morgan Guaranty Trust Company of New York, The First National Bank of
Boston, ABN-AMRO Bank N.V., Brown Brothers Harriman & Co., Chemical Bank,
Credit Lyonnais New York Branch, Deutsche Bank AG, New York Branch and/or
Cayman Islands Branch, Fleet National Bank, ING Capital, The Long-Term Credit
Bank of Japan, Ltd., Mellon Bank, N.A.,

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 4
April 19, 1996

Nationsbank, N.A., Royal Bank of Scotland, Societe Generale, State Street
Bank, The Sumitomo Bank, Limited, and Wachovia Bank of Georgia, N.A. (the
"Banks"), Morgan Guaranty Trust Company of New York, as Administrative Agent
(the "Administrative Agent"), and The First National Bank of Boston, as
Collateral Agent (the "Collateral Agent"), (2) the Notes dated April 19, 1996
of the Company evidencing the obligation of the Company to the Banks to repay
the Loans on such dates as are provided in the Credit Agreement (the
"Notes"), and (3) the Guaranty and Security Documents Confirmation and
Amendment dated as of April 19, 1996 (the "Confirmation and Amendment") among
the Company, the Guaranty Subsidiaries, Heitman Financial Ltd., an Illinois
corporation, the Administrative Agent, the Collateral Agent, and the Banks.
Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to them in the Credit Agreement. The Credit Agreement, the
Notes, and the Confirmation and Amendment are hereinafter collectively called
the "Credit Documents". This opinion is being furnished to you pursuant to
Section 3.1(b) of the Credit Agreement. The Company has instructed us to
prepare this opinion and deliver it to the Banks, the Administrative Agent,
and the Collateral Agent for their benefit.

As such counsel, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of the following:

(a) the Credit Documents;

(b) a copy, certified as of a recent date by the Secretary of State
of the State of Delaware, of the charter documents of each of the
Company and the Guaranty Subsidiaries;

(c) certificates of recent date of the Secretary of State of the State
of Delaware as to the incorporation, legal existence, and
corporate good standing of each of the Company and the Guaranty
Subsidiaries;

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 5
April 19, 1996

(d) a copy, certified as of the date hereof by the Secretary of each
of the Company and the Guaranty Subsidiaries, of the By-Laws of
each of the Company and the Guaranty Subsidiaries;

(e) a copy, certified as of the date hereof by the Secretary of each
of the Company and the Guaranty Subsidiaries, of resolutions
adopted by the Board of Directors of each of the Company and the
Guaranty Subsidiaries authorizing the execution and delivery of
the Credit Documents to which each is a party;

(f) a certificate dated as of the date hereof of the Secretary of
each of the Company and the Guaranty Subsidiaries as to the
incumbency and signatures of officers of each of the Company
and the Guaranty Subsidiaries; and

(g) such other certificates, documents, and records as we have deemed
necessary for the purposes of this opinion.

We have also examined and relied upon the representations, warranties, and
agreements as to matters of fact contained in the Credit Documents and in
certificates delivered to you and to us in connection therewith and herewith.

We have assumed the genuineness of all signatures (other than those of the
Company, the Guaranty Subsidiaries, and the officers signing certificates on
behalf of the Company and the Guaranty Subsidiaries), the legal capacity of all
natural persons, the authenticity and completeness of all documents submitted
to us as originals (including corporate records and minutes), the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. We have
assumed the validity and binding effect of the Credit Documents under the laws
of the State of New York, the jurisdiction whose law has been chosen by the
parties as governing the Credit Documents.

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 6
April 19, 1996

Our opinions expressed in paragraph 1. below, insofar as they relate to
the legal existence and corporate good standing of each of the Company and the
Guaranty Subsidiaries, are based solely on the certificates referred to in
clause (c) of the second paragraph of this opinion and are limited accordingly,
and, as to such matters, our opinion is rendered as of the respective dates of
such certificates, and, as to such matters, from the respective dates of such
certificates to the date hereof, our opinion is rendered to our knowledge based
on due inquiry of the Company.

We have acted as general counsel to each of the Company and the Guaranty
Subsidiaries with respect to particular matters as to which we have been
consulted by them, although in rendering this opinion we have not made any
independent review or investigation of any litigation, proceeding, or
investigation pending, or threatened, against the Company or any of the
Guaranty Subsidiaries, or of any agreement or instrument binding on the Company
or any of the Guaranty Subsidiaries, except that we have made inquiries with
respect to such matters and have relied upon representations of an officer of
the Company and each of the Guaranty Subsidiaries and nothing has come to our
attention leading us to question the accuracy of such information.

We have assumed that each of the Administrative Agent, the Collateral
Agent, and the Banks has all requisite power and authority and has taken all
necessary action to authorize it to enter into, execute, and deliver all of the
Credit Documents to which each is a party and to effect the transactions
contemplated by the Credit Documents. We have assumed that each of the
Administrative Agent, the Collateral Agent, and the Banks has duly executed and
delivered the Credit Documents to which each is a party and that each of the
Credit Documents to which each of the Administrative Agent, the Collateral
Agent, and the Banks is a party constitutes the legal, valid, binding, and
enforceable obligation of the Administrative Agent, the Collateral Agent, and
each of the Banks. We have assumed that the Administrative Agent, the
Collateral Agent, and each of the Banks has all requisite power and authority
under any law or regulation of the

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 7
April 19, 1996

United States of America or any political subdivision thereof to enter into
the transactions contemplated by the Credit Documents.

The opinions expressed herein are qualified to the extent that the
validity or enforceability of any provision of the Credit Documents may be
subject to or limited by (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and conveyance, and other similar laws of
general application relating to or affecting the rights and remedies of
creditors and secured parties generally, which laws may be in effect from time
to time, (ii) general principles of equity, whether applied in a proceeding in
equity or at law, (iii) the application by courts of competent jurisdiction of
laws, rules, regulations, court decisions, and constitutional requirements
deemed to have a paramount public interest, (iv) limitations on the legality,
validity, binding effect, or enforceability of waivers, provisions in the
nature of penalties, rights of set-off, exculpatory provisions, and
indemnification provisions contained in the Credit Documents to the extent the
same may be limited by public policy, equitable principles, or applicable laws,
rules, regulations, court decisions, and constitutional requirements, and
(v) any duty of good faith.

We express no opinion as to the existence of, or title of the Company or
any of the Guaranty Subsidiaries to, any item of Collateral, or as to the
priority or the perfection of any lien or security interest therein, except as
and to the extent opinions regarding priority and perfection are given pursuant
to our opinion dated May 18, 1992 referred to in the second to the last
paragraph hereof.

We are members of the bar of The Commonwealth of Massachusetts and do not
express any opinion with respect to the laws or the regulations of any
jurisdiction other than the federal laws of the United States of America, the
General Corporation Law of the State of Delaware, and the laws of The
Commonwealth of Massachusetts, as in effect on the date hereof.

We call to your attention that the Credit Agreement provides that the
Credit Agreement and each Note shall be governed by and

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 8
April 19, 1996

construed in accordance with the laws of the State of New York, and that a
similar but not identical provision is also contained in the Confirmation and
Amendment, and that we are not qualified to practice in the State of New York
and, therefore, as we express no opinion on the laws and the regulations of
the State of New York, the opinions expressed in the second sentence of
paragraph 3. below and the opinions expressed in paragraph 4. below are
subject to the qualification that they may be affected by the applicability
of the laws of the State of New York, in respect of which, with your
approval, we are expressing no opinion.

Based upon and subject to the foregoing, we are of the opinion that:

1. Each of the Company and the Guaranty Subsidiaries is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware and each of the Company and the Guaranty Subsidiaries has all
requisite corporate power to own its property and to conduct its business as
now conducted. None of the Company and the Guaranty Subsidiaries is an
"investment company," or a company controlled by an "investment company,"
registered or required to be registered under the Investment Company Act of
1940, as amended. None of the Company and the Guaranty Subsidiaries is
registered or required to be registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. None of the Company and the
Guaranty Subsidiaries is required to be qualified as a foreign corporation in
any state in which it is not qualified and in which the failure to qualify
would have a material adverse effect upon its business, operations, or
property.

2. The execution and delivery by each of the Company and the Guaranty
Subsidiaries of the Credit Documents to which it is a party and the performance
by each of the Company and the Guaranty Subsidiaries of its obligations
thereunder are within the corporate power and authority of each of the Company
and the Guaranty Subsidiaries, have been authorized by proper corporate
proceedings of each of the Company and the Guaranty Subsidiaries, and do not
contravene any presently existing provision of law of

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 9
April 19, 1996

the United States of America or The Commonwealth of Massachusetts or the
General Corporation Law of the State of Delaware or the Restated Certificate
of Incorporation (or Certificate of Incorporation or Certificate of
Incorporation, as amended, as the case may be) or the By-Laws of each of the
Company and the Guaranty Subsidiaries, or, to our knowledge, based on due
inquiry of each of the Company and the Guaranty Subsidiaries, contravene any
provision of, or constitute a default or an event of default under, any other
agreement or instrument known to us and binding on the Company or any of the
Guaranty Subsidiaries

3. Each of the Company and the Guaranty Subsidiaries has duly executed
and delivered the Credit Documents to which it is a party. Each of the Credit
Documents to which each of the Company and the Guaranty Subsidiaries is a party
is the legal, valid, and binding obligation of each of the Company and the
Guaranty Subsidiaries party thereto enforceable against each of the Company and
the Guaranty Subsidiaries party thereto in accordance with its terms.

4. The execution, delivery, and performance of the Credit Documents by
each of the Company and the Guaranty Subsidiaries party thereto and the
transactions contemplated thereby as to the Company and the Guaranty
Subsidiaries party thereto do not require any approval or consent of, or the
filing or registration with, any governmental or other agency or authority.

5. The execution, delivery, and performance of the Credit Agreement will
not affect the validity, enforceability, or perfection of the security
interests heretofore granted to the Collateral Agent as provided in the
Collateral Documents.

6. To our knowledge, based on due inquiry of the Company and the Guaranty
Subsidiaries, except for the Internal Revenue Service audit of the Company's
federal income tax returns for the years ending December 31, 1984 through 1992,
there is no litigation, proceeding, or investigation pending, or threatened in
writing (including, without limitation, by any other governmental agency),
against the Company or any of the Guaranty Subsidiaries which in our opinion
could reasonably be expected to

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 10
April 19, 1996

have a material adverse effect on the assets or business of the Company or
any of the Guaranty Subsidiaries.

7. The execution and delivery by each of the Company and the Guaranty
Subsidiaries of the Credit Documents to which it is a party and the performance
by each of the Company and the Guaranty Subsidiaries of its obligations
thereunder will not violate Regulations G, U, or X of the Board of Governors of
the Federal Reserve System.

8. For purposes of the opinion set forth in this paragraph, it is assumed
that the State of New York is the location of negotiation of and of contracting
of the Credit Agreement and of the principal place of business of Morgan
Guaranty Trust Company of New York, Chemical Bank, and Credit Lyonnais New York
Branch, and that the Credit Agreement requires that the obligations to the
Banks arising thereunder be paid in the State of New York. Based on and
subject to the foregoing, as well as the relevant qualifications and
assumptions set forth above, we are of the opinion that, in any action or
proceeding arising out of or relating to the Credit Agreement in any court of
The Commonwealth of Massachusetts or in any federal court sitting in The
Commonwealth of Massachusetts, such court would recognize and give effect to
the provision of the Credit Agreement that it shall be governed by and
construed in accordance with the laws of the State of New York, except with
respect to: (i) laws, rules, regulations, court decisions, and constitutional
requirements of The Commonwealth of Massachusetts deemed to express paramount
public policy; (ii) matters governed by the provisions of Chapter 93A of the
Massachusetts General Laws.

The Banks may rely upon the opinions set forth in paragraphs 2. through 8.
of our opinion dated May 18, 1992 addressed to the Agent, the Collateral Agent,
and the Banks (all as defined therein), a copy of which is attached hereto, as
if each were a Bank (as defined therein) at the time such opinion was
originally executed and delivered.

<PAGE>

[HILL & BARLOW LETTERHEAD]

Page 11
April 19, 1996

This opinion is rendered solely for your benefit and, without our prior
written consent, may not be relied upon by any other person or entity for any
purpose.

Very truly yours,

HILL & BARLOW, a Professional
Corporation

By: /s/ RICHARD S. CHUTE
-----------------------------------
Richard S. Chute, a
Member of the firm

<PAGE>

EXHIBIT D

April 19, 1996

To the Banks and the Agents
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

We have participated in the preparation of the Credit Agreement (the
"Credit Agreement") dated as of April 19, 1996 among United Asset Management
Corporation, the Banks listed on the signature pages thereof, Morgan Guaranty
Trust Company of New York, as Administrative Agent and The First National Bank
of Boston, as Collateral Agent and have acted as special counsel for the Agents
for the purpose of rendering this opinion pursuant to Section 3.1(c) of the
Credit Agreement. Terms defined in the Credit Agreement are used herein as
therein defined.

We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.

Upon the basis of the foregoing, we are of the opinion that:

1. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate powers and
have been duly authorized by all necessary corporate action.

2. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the

<PAGE>

foregoing opinion, we express no opinion as to the effect (if any) of any law
of any jurisdiction (except the State of New York) in which any Bank is
located which limits the rate of interest that such Bank may charge or
collect.

This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

Very truly yours,

<PAGE>

EXHIBIT E

EXHIBIT E - Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

AGREEMENT dated as of _________, 19__ among [NAME OF ASSIGNOR] (the
"Assignor"), [NAME OF ASSIGNEE] (the "Assignee"), UNITED ASSET MANAGEMENT
CORPORATION (the "Borrower") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Agent (the "Agent").

WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Amended and Restated Credit Agreement dated as of April [19,]
1996 among the Borrower, the Assignor and the other Banks party thereto, as
Banks, the Agent and The First National Bank of Boston, as Collateral Agent
(the "Amended and Restated Credit Agreement");

WHEREAS, as provided under the Amended and Restated Credit Agreement,
the Assignor has a Commitment to make Loans to the Borrower in an aggregate
principal amount at any time outstanding not to exceed $__________;

WHEREAS, Loans made to the Borrower by the Assignor under the Amended
and Restated Credit Agreement in the aggregate principal amount of $__________
are outstanding at the date hereof; and

WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Amended and Restated Credit Agreement in
respect of a portion of its Commitment thereunder in an amount equal to
$__________ (the "Assigned Amount"), together with a corresponding portion of
its outstanding Loans, and the Assignee proposes to accept assignment of such
rights and assume the corresponding obligations from the Assignor on such terms;

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

<PAGE>

SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Amended and Restated
Credit Agreement.

SECTION 2. ASSIGNMENT. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Amended and Restated Credit
Agreement to the extent of the Assigned Amount, and the Assignee hereby
accepts such assignment from the Assignor and assumes all of the obligations
of the Assignor under the Amended and Restated Credit Agreement to the extent
of the Assigned Amount, including the purchase from the Assignor of the
corresponding portion of the principal amount of the Loans made by the
Assignor outstanding at the date hereof. Upon the execution and delivery
hereof by the Assignor, the Assignee, [the Borrower and the Agent] and the
payment of the amounts specified in Section 3 required to be paid on the date
hereof (i) the Assignee shall, as of the date hereof, succeed to the rights
and be obligated to perform the obligations of a Bank under the Amended and
Restated Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the
date hereof, be reduced by a like amount and the Assignor released from its
obligations under the Amended and Restated Credit Agreement to the extent
such obligations have been assumed by the Assignee. The assignment provided
for herein shall be without recourse to the Assignor.

SECTION 3. PAYMENTS. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.*
It is understood that commitment and/or facility fees accrued to the date
hereof are for the account of the Assignor and such fees accruing from and
including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under
the Amended and Restated Credit Agreement

- ------------------
* Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion
of any upfront fee to be paid by the Assignor to the Assignee. It may be
preferable in an appropriate case to specify these amounts generically or by
formula rather than as a fixed sum.

<PAGE>

which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party's
interest therein and shall promptly pay the same to such other party.

[SECTION 4. CONSENT OF THE BORROWER AND THE AGENT. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to Section
9.6(c) of the Amended and Restated Credit Agreement. The execution of this
Agreement by the Borrower and the Agent is evidence of this consent. Pursuant
to Section 9.6(c), the Borrower agrees to execute and deliver a Note payable to
the order of the Assignee to evidence the assignment and assumption provided for
herein.]

SECTION 5. NON-RELIANCE ON ASSIGNOR. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Amended and Restated Credit Agreement or any Note. The
Assignee acknowledges that it has, independently and without reliance on the
Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the Borrower.

SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 7. COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.

[NAME OF ASSIGNOR]

By
------------------------------------
Name:
Title:

[NAME OF ASSIGNEE]

By
------------------------------------
Name:
Title:

UNITED ASSET MANAGEMENT CORPORATION

By
------------------------------------
Name:
Title:

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent

By
------------------------------------
Name:
Title:

4
<PAGE>

EXHIBIT F

1. Subsidiaries Guaranty dated as of May 18, 1992, as amended, made by UAM
Holdings, United Asset Management Trademark, Inc., and UAM Investment in
favor of the Beneficiaries named therein.

2. UAM Realty Advisors Guaranty dated as of May 18, 1992, as amended, made by
UAM Realty Advisors Investment Corporation in favor of the Beneficiaries
named therein.

3. Heitman Guaranty dated as of August 25, 1993 made by Heitman in favor of
the Beneficiaries named therein.

4. UAM U. K. Holdings Guaranty dated as of November 16, 1993 made by UAM
U. K. Holdings in favor of the Beneficiaries named therein.

<PAGE>

EXHIBIT G April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alpha Global Fixed Income Managers, Inc. (DE) 100 100% Company

Analytic/TSA Global Asset Management, Inc. (CA) 3,400 100% Company
(formerly named Analytic Investment Management,
Inc.)

***Analytic/TSA Investors, Inc. (CA) 60 100% Analytic/TSA Global Asset
Management, Inc.

Barrow, Hanley, Mewhinney & Strauss, Inc. (NV) 100 100% Company

Cambiar Investors, Inc. (CO) 100 100% Company

The Campbell Group, Inc. (DE) 100 100% Company

**/***Timber Pacific Properties, Inc. (OR) 100 100% The Campbell Group, Inc.

Chicago Asset Management Company (DE) 100 100% Company

* = Registered as a broker-dealer under Section 15 of the Exchange Act
** = Not registered as an investment adviser under Section 203 of the Investment Advisers Act
*** = Exempt Subsidiary
1 = Special Exempt Subsidiary
2 = Guaranty Subsidiary

Page 1
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

**/***Baxter & Stewart, Inc. (PA) 100 100% Cooke & Bieler, Inc.

C. S. McKee & Company, Incorporated (PA) 21,100 Class A 100% Company
7,430 Class B

Fiduciary Management Associates, Inc. (DE) 900 100% Company

GSB Investment Management, Inc. (DE) 100 100% Company

Hamilton, Allen & Associates, Inc. (DE) 100 100% Company

HIMCO, INC., d/b/a Hanson Investment Management 400 100% Company
Company (CA)

Investment Counselors of Maryland, Inc. (MD) 7,500 100% Company

<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

JAM Asset Management, Inc. (DE) 100 100% Company

1/ JAM Asset Management, L.P. (DE) --- 66% Company

--- 1% JAM Asset Management, Inc.

John K. Dwight Asset Management Company, Inc. 100 100% Company
(DE)

**Ki Pacific Asset Management, Inc. (DE) 100 100% Company

**/*** Ki Pacific Asset Management (Bermuda) 12,000 100% Ki Pacific Asset Management,
Limited (Bermuda) Inc.

**/***Ki Pacific Capital, Inc. (DE) 100 100% Ki Pacific Asset Management,
Inc.

<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
L&B Realty Advisors, Inc. (DE) 3,910 95% Company (3,710)

**/***L&B Holdings, Inc. (DE) 100 100% L&B Realty Advisors, Inc.

***L&B Multifamily Advisors, Inc. (DE) 100 100% L&B Realty Advisors, Inc.

**/***L&B Institutional Property Managers, 1,000 100% L&B Realty Advisors, Inc.
Inc. (DE)

**/***L&B Institutional Property Managers of 1,000 100% L&B Institutional Property
Arizona, Inc. (AZ) Managers, Inc.

1/**L&B Institutional Property Managers of 1,000 100% L&B Institutional Property
California, Inc. (CA) Managers, Inc.

**/***L&B Institutional Property Managers of 1,000 100% L&B Institutional Property
Missouri, Inc. (MO) Managers, Inc.

Page 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
**/***L&B Institutional Property Managers of 1,000 100% L&B Institutional Property
New York, Inc. (NY) Managers, Inc.

**/***L&B Institutional Property Managers of 1,000 100% L&B Institutional Property
North Carolina, Inc. (NC) Managers, Inc.

**/*** L&B Realty Acquisitions, Inc. (DE) 1,000 100% L&B Institutional Property
Managers, Inc.

1/L&B Real Estate Counsel (TX general --- 90% L&B Realty Advisors, Inc.
partnership)
--- 10% L&B Holdings, Inc.

Nelson, Benson & Zellmer, Inc. (DE) 100 100% Company

1/**Investment Trust Company (CO) 25,000 100% Nelson, Benson & Zellmer, Inc.

Newbold's Asset Management, Inc. (PA) 100 100% Company

Page 5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Northern Capital Management Incorporated (WI) 100 100% Company

NWQ Investment Management Company, Inc. (MA) 200,000 100% United Asset Management
Holdings, Inc.

Pilgrim Baxter & Associates, Ltd. (DE) 100 100% Company

**Regis Administrative Services, Inc. (DE) 100 100% Company
(formerly named Newco Acquisition Corp.)

*/**UAM Fund Distributors, Inc. (MA) 7,000 100% Company
(formerly named Regis Retirement Plan Services,
Inc.)

Rice, Hall, James & Associates (CA) 100 100% Company

Rothschild Pell Rudman, Inc. (MD) 638.6316 100% Company
(formerly named The Rothschild Company)

Page 6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sirach Capital Management, Inc. (WA) 100 100% Company

*Spectrum Asset Management, Inc. (CT) 100 100% Company

Sterling Capital Management Company (NC) 7,757 100% Company

1/*/**Sterling Capital Distributors, Inc. (NC) 5,000 100% Sterling Capital Management
Company

Suffolk Capital Management, Inc. (DE) 100 100% Company

Thompson, Siegel & Walmsley, Inc. (VA) 2,898 100% Company

2/**UAM Investment Corporation (DE) 100 100% Company

UAM Investment Services, Inc. (DE) 1,000 100% Company

2/**United Asset Management Holdings, Inc. (DE) 100 100% Company

Page 7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Acadian Asset Management, Inc. (MA) 100 100% United Asset Management
Holdings, Inc.

Dewey Square Investors Corporation (DE) 100 100% United Asset Management
Holdings, Inc.

HT Investors, Inc. (DE) 100 100% Dewey Square Investors
Corporation

First Pacific Advisors, Inc. (MA) 200,000 100% United Asset Management
Holdings, Inc.

*/**/***FPA Fund Distributors, Inc. (CA) 100 100% First Pacific Advisors, Inc.

Hagler, Mastrovita & Hewitt, Inc. (DE) 50,000 100% United Asset Management
Holdings, Inc.

Page 8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Hellman, Jordan Management Company, Inc. (DE) 449.5 100% United Asset Management
Holdings, Inc.

**/***OSV Newco, Inc. (DE) 100 100% United Asset Management
(application pending as an investment Holdings, Inc.
adviser)

Pell, Rudman & Co., Inc. (DE) 100 100% United Asset Management
Holdings, Inc.

**/***Atlantic Trust Company, National 3 100% Pell, Rudman & Co., Inc.
Association

1/**Boston Harbor Trust Company, National 4,670 100% Pell, Rudman & Co., Inc.
Association

Provident Investment Counsel, Inc. (MA) 100 100% United Asset Management
Holdings, Inc.

Page 9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tom Johnson Investment Management, Inc. (MA) 100 100% United Asset Management
Holdings, Inc.

**UAM Fund Services, Inc. (DE) 100 100% United Asset Management
Holdings, Inc.

2/**UAM Realty Advisors Investment 100 100% United Asset Management
Corporation (DE) Holdings, Inc.

**United Asset Management (Japan), Inc. (DE) 1,000 100% Company

2/**United Asset Management Trademark, Inc. 100 100% Company
(DE)

**/***UAM Trust Company, a Maryland trust 100 100% Company
company

2/**Heitman Financial Ltd. (IL) 100 100% Company

Page 10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
**Heitman Financial Services Ltd. (IL) 1,000 100% Heitman Financial Ltd.

1/**Heitman FEW 2 Corp. (IL) 1,000 100% Heitman Financial Services Ltd.

1/**HMI Management Company (IL) 9,400 100% Heitman Financial Services Ltd.

1/**Philadelphian Realty Corporation (DE) 1,000 100% Heitman Financial Services Ltd.

1/**Heitman Holdings, Ltd. (DE) 1,000 100% Heitman Financial Services Ltd.

1/**Heitman Equities Corporation (DE) 1,000 100% Heitman Financial Services Ltd.

1/*/**Heitman Securities Corporation (DE) 1,000 100% Heitman Financial Services Ltd.

1/**HRC - OCC, Inc. (NV) 1,000 100% Heitman Financial Services Ltd.
(formerly named HRC, Inc.)

1/**HRC - York Corporation (IL) 1,000 100% Heitman Realty Corporation

Page 11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Realty Corporation (IL) 1,000 100% Heitman Financial Services Ltd.

1/**Heitman Snowmass Corporation (IL) 100 100% Heitman Financial Services Ltd.

1/**HRC III, Inc. (NV) 100 100% Heitman Financial Services Ltd.

1/**H.E. One, Inc. (DE) 3,385 100% Heitman Financial Services Ltd.

1/**HRC IV, Inc. (NV) 100 100% Heitman Financial Services Ltd.

1/**HRC V, Inc. (NV) 100 100% Heitman Financial Services Ltd.

1/**HRC VI, Inc. (DE) 100 100% Heitman Financial Services Ltd.

1/**Castle Loan Corporation (IL) 1,000 100% Heitman Financial Services Ltd.

1/**HRC - LLC, Inc. (WY) 100 100% Heitman Financial Services Ltd.

Page 12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Financial U.K. Ltd. (IL) 1,000 100% Heitman Financial Ltd.

Heitman/JMB Advisory Corporation (IL) 1,000 100% Heitman Financial Ltd.
(formerly named Heitman Advisory Corporation)

1/**Heitman/JMB Institutional Realty Advisors, 1,000 100% Heitman/JMB Advisory Corporation
Inc. (IL)

1/**Lender Services of Iowa Ltd. (IA) 1,000 100% Heitman/JMB Advisory Corporation

**Heitman Properties Ltd. (IL) 39,763 100% Heitman Financial Ltd.

1/**Heitman Properties of Rhode Island Ltd. 1,000 100% Heitman Properties Ltd.
(formerly named Castle Leasing Inc.) (RI)

1/**Centre Properties Ltd. (IL) 1,000 100% Heitman Properties Ltd.

1/**Heitman Florida Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

Page 13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Pennsylvania Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

1/**HMC Insurance Agency, Inc. (IL) 1,000 100% Heitman Properties Ltd.

1/**Heitman Minnesota Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Kentucky Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Virginia Management Inc. (WI) 1,000 100% Heitman Properties Ltd.

1/**Heitman Ohio Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Nevada Management Inc. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Wisconsin Management, Inc. (WI) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Iowa Ltd. (DE) 1,000 100% Heitman Properties Ltd.

Page 14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman D.C. Properties Ltd. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Louisiana Ltd. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Michigan Ltd. (MI) 100 100% Heitman Properties Ltd.

1/**Heitman Properties of Missouri Ltd. (MO) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Arizona Ltd. (AZ) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Indiana Ltd. (IN) 1,000 100% Heitman Properties Ltd.

1/**Heitman Corporate Plaza, Inc. (KY) 100 100% Heitman Properties Ltd.

1/**Heitman Mayfair Corporation (NV) 2,500 100% Heitman Properties Ltd.

1/**Heitman Properties of Oregon Ltd. (OR) 1,000 100% Heitman Properties Ltd.

Page 15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Properties of Mississippi Ltd. (MS) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of New Mexico Ltd. (NM) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of New York Ltd. (NY) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of North Carolina Ltd. 1,000 100% Heitman Properties Ltd.
(NC)

1/**Heitman Properties of South Carolina Ltd. 1,000 100% Heitman Properties Ltd.
(SC)

1/**Heitman Properties of Tennessee Ltd. (TN) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Texas Ltd., Inc. (TX) 1,000 100% Heitman Properties Ltd.
(surviving entity after change of name of merger
of Heitman Properties of Texas, Ltd. (DE) with
and into Heitman Texas Management, Inc. (TX))

Page 16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Properties of Nebraska Ltd. (NE) 1,000 100% Heitman Properties Ltd.

1/**Property Security Services Ltd. (MI) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Alabama Ltd. (DE) 10,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Colorado, Ltd. (CO) 100 100% Heitman Properties Ltd.
(preferred)
800 80% Heitman Properties Ltd.
(common)

1/**Heitman Properties of Connecticut, Ltd. (CT) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Delaware, Ltd. (DE) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Georgia, Ltd. (GA) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Maryland, Ltd. (MD) 1,000 100% Heitman Properties Ltd.

Page 17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman Properties of Massachusetts, Ltd. 1,000 100% Heitman Properties Ltd.
(MA)

1/**Heitman Properties of New Jersey, Ltd. 1,000 100% Heitman Properties Ltd.
(NJ)

1/**Heitman Properties of Oklahoma, Ltd. (OK) 1,000 100% Heitman Properties Ltd.

1/**Heitman Properties of Washington, Ltd. 1,000 100% Heitman Properties Ltd.
(WA)

1/**Heitman Development Co. Ltd. (IL) 1,000 100% Heitman Properties Ltd.

1/PRA Securities Advisors, Inc. (IL) 1,000 100% Heitman Financial Ltd.

1/** Heitman/JMB Institutional Advisors (IL --- 60% Heitman/JMB Advisory
general partnership) Corporation (IL)

--- 40% Heitman/JMB Institutional
Realty Advisors, Inc. (IL)

Page 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Heitman/JMB Endowment Advisors, L.P. (IL) --- 60% Heitman/JMB Advisory
Corporation (IL)

--- 40% Heitman/JMB Institutional
Realty Advisors, Inc. (IL)

1/**Heitman/JMB Institutional Realty --- 99% Heitman/JMB Advisory
Advisors, L.P. (IL) Corporation (IL)

--- 1% Heitman/JMB Institutional
Realty Advisors, Inc. (IL)

2/**United Asset Management U.K. Holdings, 1 100% Company
Inc. (DE)

**Murray Johnstone Holdings Limited 8,092,361 100% United Asset Management U.K.
(Scotland) Holdings, Inc.

Page 19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Murray Johnstone International Limited 1,000,000 100% Murray Johnstone Limited
(Scotland) (ordinary)
400,000 100% Murray Johnstone Limited
(preferred)

1/**Murray Johnstone Limited (Scotland) 1,001,000 100% Murray Johnstone Holdings
Limited

1/**Murray Johnstone Investment Trust Management 2 100% Murray Johnstone Limited
Limited (Scotland)

1/**Murray Johnstone Private Equity Limited 2 100% Murray Johnstone Limited
(Scotland) (formerly named Murray Johnstone
Developments Limited)

1/**Murray Johnstone Europe Limited (Scotland) 2 100% Murray Johnstone Limited

Page 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Murray Johnstone Asset Management Limited 500 100% Murray Johnstone Limited
(Scotland)

1/**Murray Johnstone Personal Asset Management 100,000 100% Murray Johnstone Limited
Limited (Scotland) (ordinary)
400,000 100% Murray Johnstone Limited
(preferred)

1/**Murray Johnstone (General Partner) Limited 5,000 100% Murray Johnstone Limited
(England)

1/**BIG (General Partner) Limited (Scotland) 5,000 100% Murray Johnstone Limited

1/**Murray Johnstone Unit Trust Management 50,000 100% Murray Johnstone Limited
Limited (Scotland)

1/**Embankment Properties (Management) Limited 25,000 67% Murray Johnstone Limited
(Jersey)

Page 21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
April 16, 1996

United Asset Management Corporation

SUBSIDIARIES

PERCENTAGE OF
CAPITAL STOCK
TOTAL CAPITAL (OR EQUITY
STOCK ISSUED AND INTEREST)
NAME OUTSTANDING OWNED OWNER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1/**Murray Johnstone (Jersey) Limited 25,000 100% Murray Johnstone Limited
(Jersey)

1/**Murray Johnstone Buyout Management (Jersey) 27,824 100% Murray Johnstone Limited
Limited (Jersey)

Page 22
</TABLE>
<PAGE>

EXHIBIT G-1

SUBSCRIPTION RIGHTS, WARRANTS, ETC.

(1) Recapitalization Agreement dated as of December 17, 1993 by and among the
Borrower, L&B Realty Advisors, Inc. ("L&B"), and M. Thomas Lardner
("Lardner") which contains provisions with respect to the payment of
dividends to Lardner.

(2) As a stockholder of L&B, Lardner receives his proportionate share of
"Stockholders' Share of Revenues" under the Revenue Sharing Agreement by
and among the Borrower, L&B, Lardner, Daniel L. Plumlee, and G. Andrew
Smith.

(3) Stock Restriction, Stock Purchase and Sale and Non-Competition Agreement
dated as of June 24, 1992 by and among the Borrower, L&B, and Lardner
under the provisions of which, among other things, the Borrower has a
right to purchase the shares of stock of L&B owned by Lardner and Lardner
has the right to require the Borrower to purchase all of Lardner's shares
of L&B.

(4) Option Agreement dated July 12, 1995 among the Borrower, Daniel L. Jacobs,
Philip A. Godfrey, and Wai W. Chin (the "Class B Limited Partners"), each
of whom is a Class B Limited Partner of JAM Asset Management, L.P.
("JAM LP"), a Delaware limited partnership, under the terms of which,
among other things, (a) the Borrower has the option to purchase and
require the Class B Limited Partners to sell all of the Class B Limited
Partners' limited partnership interests in JAM LP at a certain formula
purchase price as of June 30, 2000, and (b) the Class B Limited Partners
have the option to sell to the Borrower and require the Borrower to
purchase all of the Class B Limited Partners' limited partnership
interests in JAM LP at a certain formula purchase price as of
June 30, 2000.

<PAGE>

EXHIBIT H

SUBSIDIARY DEBT

UAM TRADEMARK DEBT

Debt of the Borrower to United Asset Management Trademark,
Inc., a Delaware corporation and a Subsidiary of the Borrower, in
the outstanding principal amount of approximately $66,150,000.

HEITMAN GUARANTOR DEBT

Debt of the Borrower in an amount not to exceed $3,500,000
to certain guarantors of indebtedness of Heitman Financial Ltd.
to LaSalle National Bank pursuant to an agreement made by the
Borrower in favor of such guarantors to reimburse such guarantors
in an amount not to exceed $3,500,000 upon the occurrence of a
payment default under the indebtedness of Heitman Financial Ltd.
to LaSalle National Bank, the Borrower's obligation to make such
reimbursement being conditioned upon the prior payment in full of
all amounts owing by such guarantors of such indebtedness.

UAM INVESTMENT DEBT

(1) Debt of Barrow, Hanley, Mewhinney & Strauss, Inc., a Nevada
corporation and a Subsidiary of the Borrower ("BHMS"), to
UAM Investment under the Non-Negotiable Note, dated July 27,
1988, made by BHMS payable to the Borrower in the principal
amount of $75,000,000 and endorsed by the Borrower to the
order of UAM Investment.

(2) Debt of GSB Investment Management, Inc., a Delaware
corporation and a Subsidiary of the Borrower ("GSB"), to UAM
Investment under the 8.5% Note Due December 31, 2023, dated
December 31, 1993, made by GSB payable to the order of UAM
Investment in the principal amount of $27,500,000.

(3) Debt of L&B Realty Advisors, Inc., a Delaware corporation
and a Subsidiary of the Borrower ("L&B"), to UAM Investment
under the 8.5% Note Due December 31, 2003, dated December
17, 1993, made by L&B payable to the order of UAM Investment
in the principal amount of $27,000,000.

<PAGE>

HEITMAN DEBT

(1) Debt of Heitman Financial Ltd. to LaSalle National Bank in
the principal sum not to exceed $12,000,000 (of which
approximately $5,500,000 is outstanding) pursuant to the
terms of a Loan Agreement dated as of March 15, 1994, as
amended (the "LaSalle Loan Agreement"), by and between
LaSalle National Bank and Heitman Financial Ltd. and a
Revolving Credit Note dated as of March 15, 1994 of Heitman
Financial Ltd. payable to the order of LaSalle National Bank
in the principal sum of $12,000,000.

(2) A Guaranty in favor of LaSalle National Bank of the
obligations of Heitman Financial Ltd. to LaSalle National
Bank by the following: (a) Heitman/JMB Advisory Corporation
and all of its subsidiary corporations; (b) Heitman
Financial Services Ltd. and all of its subsidiary
corporations; (c) Heitman Properties Ltd. and all of its
subsidiary corporations; (d) Heitman Financial U.K. Ltd.;
and (e) each corporation identified on any future amended
Schedule 1.1 to the LaSalle Loan Agreement as a "New
Guarantor".

(3) Debt of Heitman Properties Ltd. to Bank of America Illinois
in the original principal sum of $5,000,000 (of which
approximately $300,000 is outstanding) pursuant to the terms
of a Credit Agreement dated as of March 5, 1992, as amended,
by and between Heitman Properties Ltd. and Bank of America
Illinois and a Note dated March 5, 1992, as amended, of
Heitman Properties Ltd. payable to the order of Bank of
America Illinois in the principal sum of $5,000,000.

(4) Debt of Heitman Properties Ltd. to Bank of America Illinois
in the original principal sum of $3,600,000 (of which
approximately $616,587 is outstanding) pursuant to the terms
of a First Amended and Restated Credit Agreement dated as of
April 6, 1992, as amended (the "Bank of America Loan
Agreement"), by and between Heitman Properties Ltd. and Bank
of America Illinois and a Second Amended and Restated Note
dated as of June 14, 1994 of Heitman Properties Ltd. payable
to the order of Bank of America Illinois in the principal
sum of $1,096,227.17.

-2-

<PAGE>

(5) Guaranty of Payment dated March 5, 1992 of Heitman Financial
Ltd. in favor of Bank of America Illinois of the obligations
of Heitman Properties Ltd. to Bank of America Illinois.

(6) A Guaranty in favor of Bank of America Illinois of the
obligations of Heitman Properties Ltd. to Bank of America
Illinois by all of the subsidiary corporations of Heitman
Properties Ltd. as required under the terms of the Bank of
America Loan Agreement.

(7) Debt of Heitman Holdings Ltd. and Heitman Financial Services
Ltd. as co-makers of a Promissory Note dated October 25,
1991 payable to the order of General Electric Capital
Corporation in the principal sum of $1,890,000.

(8) Corporate Guaranty dated October 25, 1991 of Heitman
Financial Ltd. in favor of General Electric Capital
Corporation of the obligations of Heitman Financial Services
Ltd. to General Electric Capital Corporation.

(9) Corporate Guaranty dated October 25, 1991 of Heitman
Financial Ltd. in favor of General Electric Capital
Corporation of the obligations of Heitman Holdings Ltd. to
General Electric Capital Corporation.

(10) Corporate Guaranty dated October 25, 1991 of Heitman
Advisory Corporation in favor of General Electric Capital
Corporation of the obligations of Heitman Financial Services
Ltd. to General Electric Capital Corporation.

(11) Corporate Guaranty dated October 25, 1991 of Heitman
Advisory Corporation in favor of General Electric Capital
Corporation of the obligations of Heitman Holdings Ltd. to
General Electric Capital Corporation.

(12) Guaranty dated August 1, 1995 of Heitman Financial Ltd. in
favor of the holders of the Senior Notes.

CHUT/213708

-3-

<PAGE>

EXHIBIT I

United Asset Management Corporation
1996 Sub Indebtedness Schedule
March 31, 1996

Printed On: 04/04/96

<TABLE>
<CAPTION>
Current Year Current Year Note Interest
Affiliate Note Holder Principal Increases Decreases Total Notes Due Date Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BHMS James P. Barrow 379,356.08 (379,356.08) 0.00 03/01/96 0.085
James P. Barrow 379,356.08 379,356.08 03/01/97 0.085
James P. Barrow 381,163.65 (381,163.65) 0.00 03/01/96 0.085
James P. Barrow 381,163.65 381,163.65 03/01/97 0.085
James P. Barrow 381,163.65 381,163.65 03/01/98 0.085
-------------------------------------------------------------------------------------------------
1,902,203.11 0.00 (760,519.73) 1,141,683.38

Bryant M. Hanley, Jr. 379,356.08 (379,356.08) 0.00 03/01/96 0.085
Bryant M. Hanley, Jr. 379,356.08 379,356.08 03/01/97 0.085
Bryant M. Hanley, Jr. 381,163.65 (381,163.65) 0.00 03/01/96 0.085
Bryant M. Hanley, Jr. 381,163.65 381,163.65 03/01/97 0.085
Bryant M. Hanley, Jr. 381,163.65 381,163.65 03/01/98 0.085
-------------------------------------------------------------------------------------------------
1,902,203.11 0.00 (760,519.73) 1,141,683.38

Michael C. Mewhinney 379,356.08 (379,356.08) 0.00 03/01/96 0.085
Michael C. Mewhinney 379,356.08 379,356.08 03/01/97 0.085
Michael C. Mewhinney 381,163.65 (381,163.65) 0.00 03/01/96 0.085
Michael C. Mewhinney 381,163.65 381,163.65 03/01/97 0.085
Michael C. Mewhinney 381,163.65 381,163.65 03/01/98 0.085
------------------------------------------------------------------------------------------------
1,902,203.11 0.00 (760,519.73) 1,141,683.38

John L. Strauss 379,356.08 (379,356.08) 0.00 03/01/96 0.085
John L. Strauss 379,356.08 379,356.08 03/01/97 0.085
John L. Strauss 381,163.65 (381,163.65) 0.00 03/01/96 0.085
John L. Strauss 381,163.65 381,163.65 03/01/97 0.085
John L. Strauss 381,163.65 381,163.65 03/01/98 0.085
-----------------------------------------------------------------------------------------------
1,902,203.11 0.00 (760,519.73) 1,141,683.38

7,608,812.44 0.00 (3,042,078.92) 4,566,733.52

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

CGI Birdhill, Inc. 3,650,000.00 3,650,000.00 05/31/97 0.0865
Birdhill, Inc. 781,764.36 781,764.36 05/01/97 0.0865
-----------------------------------------------------------------------------------------------
4,431,764.36 0.00 0.00 4,431,764.36
-----------------------------------------------------------------------------------------------

Dwight John K. Dwight 5,376,000.00 5,376,000.00 01/04/01 0.055
John K. Dwight 992,670.00 992,670.00 01/31/02 0.055
-----------------------------------------------------------------------------------------------
6,368,670.00 0.00 0.00 6,368,670.00

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

FMA Philip Arnold - Trust 700,000.00 700,000.00 06/24/96 0.090
Philip & Ellen Arnold
Charitable Trust 77,250.00 77,250.00 06/24/96 0.090
-----------------------------------------------------------------------------------------------
777,250.00 0.00 0.00 777,250.00

Robert Thomburgh 85,000.00 85,000.00 08/08/96 0.090
Robert Thomburgh 9,375.00 9,375.00 06/24/96 0.090
------------------------------------------------------------------------------------------------
94,375.00 0.00 0.00 94,375.00

John Berland, Jr. 255,000.00 255,000.00 08/08/96 0.090
John Berland, Jr. 28,125.00 28,125.00 08/08/96 0.090
------------------------------------------------------------------------------------------------
283,125.00 0.00 0.00 283,125.00

1,154,750.00 0.00 0.00 1,154,750.00
- -----------------------------------------------------------------------------------------------------------------------------------

GSB Mark J. Stupfel 3,358,693.60 3,358,693.60 01/02/01 0.055

Frank P. Ganucheau 2,190,434.25 2,190,434.25 01/02/01 0.055

Elizabeth M. Ganucheau 2,190,434.25 2,190,434.25 01/02/01 0.055

Mark L. Johnson 730,172.50 730,172.50 01/02/01 0.055

Charles P. Lamb 438,100.73 438,100.73 01/02/01 0.055

William M. Bowen, IV 219,057.30 219,057.30 01/02/01 0.055

Lyle E. Brumley 1,460,331.12 1,460,331.12 01/02/01 0.055

Ronald J. Goldman 730,172.50 730,172.50 01/02/01 0.055

Willam A Landreth, Jr. 730,172.50 730,172.50 01/02/01 0.055

Hal Ford Smith 365,086.25 365,086.25 01/02/01 0.055

Dee M. Perkins 730,172.50 730,172.50 01/02/01 0.055

Scott Sherman 730,172.50 730,172.50 01/02/01 0.055

13,873,000.00 0.00 0.00 13,873,000.00
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

United Asset Management Corporation
1996 Sub Indebtedness Schedule
March 31, 1996

Printed On: 04/04/96

JMB JMB Institutional Realty 34,549,615.00 34,549,615.00 12/02/01 0.065
Corp.
JMB Institutional Realty 3,685,200.00 3,685,200.00 12/02/01 0.065
Corp.
JMB Institutional Realty 468,127.00 468,127.00 01/31/02 0.065
Corp. ------------------------------------------------------------------------------------------------
38,702,942.00 0.00 0.00 38,702,942.00

PRA Securities Advisors L.P. 1,218,318.00 1,218,318.00 01/31/02 0.065

Neil G. Bluhm 347,643.00 347,643.00 12/02/01 0.065
Neil G. Bluhm 4,710.00 4,710.00 01/31/02 0.065
------------------------------------------------------------------------------------------------
352,353.00 0.00 0.00 352,353.00

Barry A. Malkin 115,881.00 115,881.00 12/02/01 0.065
Barry A. Malkin 1,570.00 1,570.00 01/31/02 0.065
------------------------------------------------------------------------------------------------
117,451.00 0.00 0.00 117,451.00

Randi H. Malkin 115,881.00 115,881.00 12/02/01 0.065
Randi H. Malkin 1,570.00 1,570.00 01/31/02 0.065
------------------------------------------------------------------------------------------------
117,451.00 0.00 0.00 117,451.00

Stephen J. Malkin 115,881.00 115,881.00 12/02/01 0.065
Stephen J. Malkin 1,570.00 1,570.00 01/31/02 0.065
------------------------------------------------------------------------------------------------
117,451.00 0.00 0.00 117,451.00

Institutional Associates, 28,849,110.00 28,849,110.00 12/02/01 0.065
L.P.
Institutional Associates, 390,888.00 390,888.00 01/31/02 0.065
L.P.
------------------------------------------------------------------------------------------------
29,239,998.00 0.00 0.00 29,239,998.00

JMB Endowment Associates 132,244.00 132,244.00 12/02/01 0.065
JMB Endowment Associates 1,792.00 1,792.00 01/31/02 0.065
------------------------------------------------------------------------------------------------
134,036.00 0.00 0.00 134,036.00

30,000,000.00 0.00 0.00 30,000,000.00

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

NWQ NWQ Charitable Remainder 18,477,600.00 (7,715,400.00) 10,762,200.00 09/30/99 0.060
Unitrust
NWQ Charitable Remainder 5,476,800.00 5,476,800.00 09/30/99 0.060
Unitrust
------------------------------------------------------------------------------------------------
23,954,400.00 0.00 (7,715,400.00) 16,239,000.00

James P. Owen 3,510,000.00 3,510,000.00 09/30/99 0.060
James P. Owen 682,500.00 682,500.00 09/30/99 0.060
------------------------------------------------------------------------------------------------
4, 192,500.00 0.00 0.00 4,192,500.00

Edward C. Friedel, Jr. 2,026,800.00 (495,000.00) 1,531,800.00 09/30/99 0.060
Edward C. Friedel, Jr. 394,100.00 394,100.00 09/30/99 0.060
------------------------------------------------------------------------------------------------
2,420,900.00 0.00 (495,000.00) 1,925,900.00

James H. Galbreath 305,900.00 305,900.00 09/30/99 0.060
------------------------------------------------------------------------------------------------
305,900.00 0.00 0.00 305,900.00

Mary-Gene Slaven 723,600.00 723,600.00 09/30/99 0.060
Mary-Gene Slaven 140,700.00 140,700.00 09/30/99 0.060
------------------------------------------------------------------------------------------------
864,300.00 0.00 0.00 864,300.00

31,738,000.00 0.00 (8,210,400.00) 23,527,600.00

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

PRC Edward I. Rudman 2,070,000.00 2,070,000.00 03/29/00 0.060

Anthony O. Peif 2,070,000.00 (990,000.00) 1,080,000.00 03/29/00 0.060

4,140,000.00 0.00 (990,000.00) 3,150,000.00
- -----------------------------------------------------------------------------------------------------------------------------------

PBCA Donna S. Archer 255,092.00 0.00 255,092.00 12/31/96 AVG LIBOR
Donna S. Archer 67,168.00 0.00 67,168.00 12/31/96 AVG LIBOR
Donna S. Archer 149,006.00 0.00 149,006.00 04/28/02 0.065
Donna S. Archer 173,254.00 0.00 173,254.00 04/28/02 0.065
Donna S. Archer 0.00 11,026.50 0.00 11,026.50 04/28/03 0.065
------------------------------------------------------------------------------------------------
644,520.00 11,026.50 0.00 655,546.50

Harold J. Baxter 12,003,511.00 0.00 12,003,511.00 12/31/96 AVG LIBOR
Harold J. Baxter 3,160,620.00 0.00 3,160,620.00 12/31/96 AVG LIBOR
Harold J. Baxter 7,011,566.00 0.00 7,011,566.00 04/28/02 0.065
Harold J. Baxter 8,152,565.00 0.00 8,152,565.00 04/28/02 0.065
Harold J. Baxter 0.00 648,386.00 0.00 648,386.00 04/28/03 0.065
------------------------------------------------------------------------------------------------
30,328,262.00 648,386.00 0.00 30,976,648.00

Brian F. Bereznak 1,020,369.00 0.00 1,020,369.00 12/31/96 AVG LIBOR
Brian F. Bereznak 266,671.00 0.00 266,671.00 12/31/96 AVG LIBOR
Brian F. Bereznak 596,025.00 0.00 596,025.00 04/28/02 0.065
Brian F. Bereznak 693,015.00 0.00 693,015.00 04/28/02 0.065

</TABLE>

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION
1996 SUB INDEBTEDNESS SCHEDULE
MARCH 31, 1996
PRINTED ON: 04/04/96

Loraine E. McEvoy 170,061.00 0.00 170,061.00 12/31/96 AVG LIBOR
Loraine E. McEvoy 44,779.00 0.00 44,779.00 12/31/96 AVG LIBOR
Loraine E. McEvoy 99,337.00 0.00 99,337.00 04/28/02 0.065
Loraine E. McEvoy 115,500.00 0.00 115,500.00 04/28/02 0.065
Loraine E. McEvoy 0.00 9,158.00 0.00 9,158.00 04/28/03 0.065
-------------------------------------------------------------------------------------------
429,680.00 9,158.00 0.00 438,838.00

Bruce J. Muzina 2,720,985.00 0.00 2,720,985.00 12/31/96 AVG LIBOR
Bruce J. Muzina 716,457.00 0.00 716,457.00 12/31/96 AVG LIBOR
Bruce J. Muzina 1,589,399.00 0.00 1,589,399.00 04/28/02 0.065
Bruce J. Muzina 1,848,043.00 0.00 1,848,043.00 04/28/02 0.065
Bruce J. Muzina 0.00 56,232.50 0.00 56,232.50 04/28/03 0.065
-------------------------------------------------------------------------------------------
5,874,884.00 56,232.50 0.00 6,931,116.50

Gary L. Pilgrim 12,003,511.00 0.00 12,003,511.00 12/31/96 AVG LIBOR
Gary L. Pilgrim 3,160,620.00 0.00 3,160,620.00 12/31/96 AVG LIBOR
Gary L. Pilgrim 7,011,566.00 0.00 7,011,566.00 04/28/02 0.065
Gary L. Pilgrim 8,152,585.00 0.00 8,152,585.00 04/28/02 0.065
Gary L. Pilgrim 0.00 646,386.00 0.00 646,386.00 04/28/03 0.065
-------------------------------------------------------------------------------------------
30,328,262.00 646,386.00 0.00 30,974,648.00

Arline M. Wolstenholme 170,061.00 0.00 170,061.00 12/31/96 AVG LIBOR
Arline M. Wolstenholme 44,779.00 0.00 44,779.00 12/31/96 AVG LIBOR
Arline M. Wolstenholme 99,337.00 0.00 99,337.00 04/28/02 0.065
Arline M. Wolstenholme 115,503.00 0.00 115,503.00 04/28/02 0.065
Arline M. Wolstenholme 0.00 2,095.50 0.00 2,095.50 04/28/03 0.065
-------------------------------------------------------------------------------------------
429,680.00 2,095.50 0.00 431,775.50 0.065
71,613,368.00 1,426,231.00 0.00 73,039,599.00

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

PIC Robert M. Kommerstad 58,821,543.00 0.00 58,821,543.00 07/01/96 AVG LIBOR
Robert M. Kommerstad 4,862,332.00 0.00 4,862,332.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
63,683,875.00 0.00 0.00 63,683,875.00

George E. Handimann III 46,357,218.00 0.00 46,357,218.00 07/01/96 AVG LIBOR
George E. Handimann III 3,832,000.00 0.00 3,832,000.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
50,189,218.00 0.00 0.00 50,189,218.00

Larry D. Tashjian 46,357,218.00 0.00 46,357,218.00 07/01/96 AVG LIBOR
Larry D. Tashjian 3,832,000.00 0.00 3,832,000.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
50,189,218.00 0.00 0.00 50,189,218.00

Jeffrey J. Miller 46,357,218.00 0.00 46,357,218.00 07/01/96 AVG LIBOR
Jeffrey J. Miller 3,832,000.00 0.00 3,832,000.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
50,189,218.00 0.00 0.00 50,189,218.00

Thomas J. Condon 46,357,216.00 0.00 46,357,216.00 07/01/96 AVG LIBOR
Thomas J. Condon 3,632,000.00 0.00 3,632,000.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
50,189,216.00 0.00 0.00 50,189,216.00

Lauro F. Guerra 2,518,045.00 0.00 2,518,045.00 07/01/96 AVG LIBOR
Lauro F. Guerra 208,148.00 0.00 208,148.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
2,726,193.00 0.00 0.00 2,726,193.00

F. Brown Windle 2,518,045.00 0.00 2,518,045.00 07/01/96 AVG LIBOR
F. Brown Windle 208,148.00 0.00 208,148.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
2,726,193.00 0.00 0.00 2,726,193.00

Thomas M. Mitchell 2,518,045.00 0.00 2,518,045.00 07/01/96 AVG LIBOR
Thomas M. Mitchell 208,148.00 0.00 208,148.00 02/15/02 0.065
-------------------------------------------------------------------------------------------
2,726,193.00 0.00 0.00 2,726,193.00
272,619,326.00 0.00 0.00 272,619,326.00

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

Sirach Wilmington Trust Co.
(Boyd E. Sharp) 750,780.00 750,780.00 03/31/97 0.0875

George B. Kauffman 834,197.00 834,197.00 03/31/97 0.0875

J. Michael Flinn 442,155.92 (442,155.92) 0.00 01/04/96 0.0875
J. Michael Flinn 834,197.00 834,197.00 03/31/97 0.0875
-------------------------------------------------------------------------------------------
1,276,352.92 0.00 (442,155.92) 834,197.00

William B. Sanders 215,515.47 (215,515.47) 0.00 01/04/96 0.0875
William B. Sanders 834,197.00 834,197.00 03/31/97 0.0875
-------------------------------------------------------------------------------------------
1,049,712.47 0.00 (215,515.47) 834,197.00

3,911,042.39 0.00 (657,671.39) 3,253,371.00
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION
1996 SUB INDEBTEDNESS SCHEDULE
MARCH 31, 1996
PRINTED ON: 04/04/96

<TABLE>
<CAPTION>
Current Year Current Year Note Interest
Affiliate Note Holder Principal Increases Decreases Total Notes Due Date Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SCM Alexander W. McAlister 20,000.00 20,000.00 08/26/98 0.075
Alexander W. McAlister 36,203.00 36,203.00 11/30/00 0.075
Alexander W. McAlister 3,987.00 3,987.00 01/31/01 0.075
-------------------------------------------------------------------------------------------
60,190.00 0.00 0.00 60,190.00

David M. Ralston 205,000.00 205,000.00 08/26/98 0.075
David M. Ralston 343,925.00 343,925.00 11/30/00 0.075
David M. Ralston 37,863.00 37,863.00 01/31/01 0.075
-------------------------------------------------------------------------------------------
586,788.00 0.00 0.00 586,788.00

Mark W. Whalen 205,000.00 205,000.00 08/26/98 0.075
Mark W. Whalen 343,925.00 343,925.00 11/30/00 0.075
Mark W. Whalen 37,863.00 37,863.00 01/31/01 0.075
-------------------------------------------------------------------------------------------
586,788.00 0.00 0.00 586,788.00

1,233,766.00 0.00 0.00 1,233,766.00

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

Suffolk Donald M. Gilbert 2,512,883.40 2,512,883.40 07/14/01 0.060
Donald M. Gilbert 1,186,915.14 1,186,915.14 02/28/02 0.060
-------------------------------------------------------------------------------------------
3,699,798.54 0.00 0.00 3,699,798.54

Erich G. Weissenberger, Jr. 2,056,216.10 2,056,216.10 07/14/01 0.060
Erich G. Weissenberger, Jr. 971,216.58 971,216.58 02/28/02 0.060
-------------------------------------------------------------------------------------------
3,027,432.68 0.00 0.00 3,027,432.68

Hiram F. Moody, Jr. 235,370.50 235,370.50 07/14/01 0.060
Hiram F. Moody, Jr. 111,173.00 111,173.00 02/28/02 0.060
-------------------------------------------------------------------------------------------
346,543.50 0.00 0.00 346,543.50

Richard G. Phillips 48,530.00 48,530.00 07/14/01 0.060
Richard G. Phillips 22,922.28 22,922.28 02/28/02 0.060
-------------------------------------------------------------------------------------------
71,452.28 0.00 0.00 71,452.28

7,145,227.00 0.00 0.00 7,145,227.00

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

TJLM Thomas E. Johnson 9,735,000.00 9,735,000.00 12/09/99 0.060

Jerry L. Wise 990,000.00 990,000.00 12/09/99 0.060

Richard H. Parry 165,000.00 165,000.00 12/09/99 0.060

Lon A. Cally 110,000.00 110,000.00 12/09/99 0.060

11,000,000.00 0.00 0.00 11,000,000.00
- -----------------------------------------------------------------------------------------------------------------------------------

Sub Total 504,837,726.19 1,426,231.00 (12,900,150.31) 495,363,806.68
L&B 6,189,922.00 0.00 0.00 6,189,922.00
-------------------------------------------------------------------------------------------
Total 513,027,648.19 1,426,231.00 (12,900,150.31) 501,553,728.68
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

EXHIBIT J
TO AMENDED AND
RESTATED CREDIT AGREEMENT

FORM OF
SUBORDINATION AGREEMENT

AGREEMENT made as of the [___] day of [_____________, 199__] by and
between United Asset Management Corporation, a Delaware corporation ("UAM"), and
ABC Associates, Inc., a [_______________] corporation ["ABC" or, together with
any person to whom the Note referred to herein is assigned or endorsed, the
"Holder").

BACKGROUND

(a) The Holder has entered into an Acquisition Agreement with UAM
dated as of [_______________, 199__], relating to the acquisition by UAM of
the assets and business of ABC, which assets and business have been transferred
to UAM's wholly-owned subsidiary, ABC Newco, Inc. ("Newco") (such agreement
being hereinafter referred to as the "Acquisition Agreement"). Terms defined
and used in the Acquisition Agreement and the Note, as defined below, shall have
the same meaning when used in this Subordination Agreement.

(b) On this date, UAM has issued and delivered to the Holder UAM's
[_____________%] Non-Negotiable Subordinated Note in the principal amount of
$[____________] (the "Note") in partial payment for such assets and business.

(c) Section 1.2 of the Acquisition Agreement and Section 4 of the
Note provide that the Note will be subordinated in accordance with this
Subordination Agreement.

AGREEMENTS

The parties hereto hereby agree as follows:

Section 1. SUBORDINATION. The indebtedness evidenced by the Note
shall be subordinated and junior to the extent set forth in the following
subsections (a) to (d), inclusive, to all Senior Debt (as defined in subsection
(e) hereof) of UAM:

<PAGE>

(a) No payment on account of principal of, premium or interest on the Note
shall be made or accepted, including by right of set-off, and no
purchase of the Note directly or indirectly by UAM shall be made, and
the Holder of the Note shall not be entitled to enforce any such
payment, if, at the time thereof or immediately after giving effect
thereto, (i) there shall exist a default in the payment of principal
of, premium or interest on any Senior Debt, and such default shall not
have been cured or waived or shall not have ceased to exist or (ii)
there shall exist a default or an event of default (other than a
default in the payment of amounts due thereon) with respect to any
Senior Debt, as defined therein or in the instrument under which the
same is outstanding, permitting the holders thereof, or any of them,
to accelerate the maturity thereof, and such default or event of
default shall not have been cured or waived or shall not have ceased
to exist; provided, however, that after 180 days of the occurrence of
a default or event of default described in (ii) hereof, if the holders
of Senior Debt have not caused the maturity of the Senior Debt to be
accelerated, the Holder of the Note shall thereafter be entitled to
receive each installment of interest and each installment of principal
on the Note as such installments become due and payable, subject to
the application of the restrictions of this paragraph again upon the
occurrence of each further default or event of default.

(b) Upon the maturity of any Senior Debt by lapse of time, acceleration or
otherwise, then all such matured Senior Debt shall first be paid in
full in cash, before any payment on account of principal, premium or
interest is made upon the Note.

(c) In the event of any insolvency, bankruptcy, liquidation (whether
voluntary or involuntary), reorganization or other similar
proceedings, or any receivership proceedings in connection therewith,
relative to UAM or its property, and in the event of any proceedings
for voluntary liquidation, dissolution or other winding up of UAM,
whether voluntary or involuntary, or any assignment for the benefit of
creditors or other marshalling of assets or liabilities of UAM,
whether or not involving insolvency or bankruptcy proceedings, then
all Senior Debt shall first be paid in full in cash or provision for
such payment satisfactory to the holders of the majority in principal
amount of the Senior Debt shall be made, before any payment on account
of principal, premium or interest is made upon the Note.

(d) In any of the proceedings referred to in subsection (c) above, any
payment or distribution of any kind or character, whether in cash,
property, stock or obligations, which may be payable or deliverable in

<PAGE>

respect of the Note, or the indebtedness represented thereby, shall be
paid or delivered directly to the holders of Senior Debt or their
authorized representative designated to UAM in writing, for
application in payment thereof, unless and until the Senior Debt shall
have been paid in full in cash, and the Holder of the Note does hereby
authorize holders of Senior Debt to prove and enforce claims
comprising the Note, vote claims comprising the Note to accept or
reject any plan for liquidation, reorganization, composition or
extension and accept and receipt for any payment or distribution to
such extent and apply such payment or distribution to the then unpaid
Senior Debt and do all things and to execute all such documents as may
be necessary to effectuate the foregoing; PROVIDED, HOWEVER, that
notwithstanding the foregoing, should any payment or distribution in
any such proceeding be received by the Holder of the Note before all
Senior Debt is paid in full in cash, such payment or distribution
shall be received in trust and promptly delivered in the form received
(duly endorsed, if appropriate) to the holders of Senior Debt or their
representative for application to the payment of Senior Debt then
remaining unpaid; and PROVIDED, FURTHER, that no such delivery shall
be made to holders of Senior Debt of stock or obligations which are
issued pursuant to reorganization proceedings or dissolution or
liquidation proceedings, or upon any merger, consolidation, sale,
lease, transfer or other disposal not prohibited by the provisions of
this Subordination Agreement, by UAM, as reorganized, or by the
corporation which is the successor to UAM or which acquires its
properties and assets, if such stock or obligations are subordinate
and junior at least to the extent provided in this Section 1 to the
prior payment in full of all Senior Debt and to the prior payment in
full of any stock or obligations which are issued in exchange or
substitution for any Senior Debt.

(e) "Senior Debt," as used herein, shall mean the principal of, premium
on, and unpaid interest (including any interest accrued after
commencement of any proceeding referred to in subsection (c) above at
the rate provided in any document or instrument creating or evidencing
any indebtedness referred to in this definition) on (i) all
indebtedness, whether outstanding on the date hereof or hereafter
created or arising and including all fees and other amounts related to
such indebtedness, to banks, insurance companies, pension funds or
other institutions regularly engaged in the business of lending money,
for money borrowed or other financial accommodations extended from
such institutions by UAM for working capital purposes, acquisitions,
general corporate purposes or otherwise, and all such indebtedness
with respect to which UAM is a guarantor; (ii) any modifications,
deferrals, renewals, extensions or increase in the amount of any such
indebtedness

<PAGE>

or any indebtedness issued in exchange, replacement, refunding
or refinancing of or for Senior Debt by banks, insurance companies,
pension funds or other institutions regularly engaged in the
business of lending money; and (iii) any costs, fees and expenses
incurred in connection with the enforcement or collection of Senior
Debt (including, without limitation, reasonable attorneys' fees).

Subject to the prior payment in full of all Senior Debt as aforesaid,
the Holder of the Note shall be subrogated pro rata to the rights of the holders
of Senior Debt to receive payments or distributions of any kind or character,
whether in cash, property, stock or obligations, which may be payable or
deliverable to the holders of Senior Debt, until the principal of, and interest
on, the Note shall be paid in full and no such payments or distributions to the
holders of Senior Debt shall, as between UAM, its creditors other than the
holders of Senior Debt, and the Holder of the Note be deemed to be a payment by
UAM to the Holder of or on account of the Note.

The provisions of this Subordination Agreement are for the purposes of
defining the relative rights of the holders of Senior Debt on the one hand, and
the Holder of the Note on the other hand, against UAM and its property. Subject
to the rights under this Subordination Agreement of holders of Senior Debt to
receive cash, property, stock or obligations otherwise payable or deliverable to
the Holder of the Note, nothing herein shall either impair, as between UAM and
the Holder of the Note, the obligation of UAM, which is unconditional and
absolute, to pay to the Holder of the Note the principal and interest thereon in
accordance with the terms and the provisions of the Note or prevent the Holder
of the Note from exercising all remedies otherwise permitted by applicable law
or hereunder upon default hereunder or under the Note.

No right of any holder of Senior Debt to enforce the subordination of
the indebtedness evidenced by the Note shall be impaired by any act or failure
to act by UAM or by the failure of UAM to comply with the Note or this
Subordination Agreement.

* [The Holder of the Note shall give prompt written notice to each
Holder of Senior Debt of any default by UAM under the Note.]

Without limiting the effect of the immediately preceding paragraph, no
holder of Senior Debt need obtain the consent of, or give notice to, any Holder
of the Note prior to taking any of the following actions, upon or without any
terms or conditions and in whole or in part, none of which shall impair or
release any of the rights of any such holder of Senior Debt under this
Subordination Agreement:

- -----------------------
* optional

4
<PAGE>

(a) change the manner, place or terms of payment, and/or change or extend
the time of payment of, renew or alter, any Senior Debt or any other
liability of UAM to such holder of Senior Debt, any security therefor,
or any liability incurred directly or indirectly in respect thereof,
and the provisions of this Subordination Agreement shall apply to the
Senior Debt of UAM as so changed, extended, renewed or altered;

(b) sell, exchange, release, surrender, realize upon or otherwise deal
with in any manner and in any order any property by whomsoever at any
time pledged or mortgaged to secure, or howsoever securing, any Senior
Debt or any other liability of UAM to such holder of Senior Debt or
any other liabilities incurred directly or indirectly in respect
thereof or hereof and/or any offset there against;

(c) exercise or refrain from exercising any rights and/or remedies against
UAM or others or otherwise act or refrain from acting or, for any
reason, fail to file, record or otherwise perfect any security
interest in or lien on any property of UAM or any other person;

(d) settle or compromise any Senior Debt or any other liability of UAM to
such holder of Senior Debt or any security therefor, or any liability
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of
any liability (whether due or not) of UAM to creditors of UAM other
than such holder of Senior Debt; and

(e) apply any sums by whomsoever paid and howsoever realized to any
liability or liabilities of UAM to such holder of Senior Debt
regardless of what liability or liabilities of UAM to such holder of
Senior Debt remain unpaid.

Section 2. RELIANCE BY SENIOR DEBTHOLDERS. UAM agrees, and each
Holder of the Note by accepting the Note agrees, that the subordination effected
hereby is for the benefit of the holders of Senior Debt from time to time, and
that each holder of Senior Debt, whether now outstanding or hereafter created,
incurred, assumed or guaranteed shall be deemed to have acquired Senior Debt in
reliance upon the covenants and provisions contained herein. The subordination
effected hereby shall be enforceable by each holder of Senior Debt from time to
time.

Section 3. FURTHER ASSURANCES. The parties hereto agree to execute
and deliver any and all papers and documents which may be reasonably necessary
to carry out the terms of this Subordination Agreement.

<PAGE>

Section 4. ENTIRE AGREEMENT. This Subordination Agreement contains
the entire agreement among the parties with respect to the subject matter
hereof.

Section 5. BINDING EFFECT. This Subordination Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and assigns; provided,
however, that this Subordination Agreement and all rights hereunder may not be
assigned by the Holder, except with the prior written consent of UAM, or by UAM
except with the prior written consent of the Holder. No amendment of this
Subordination Agreement or waiver of any of its provisions shall be effective
without the written consent of each holder of Senior Debt if such amendment
adversely affects any rights of the holders of Senior Debt.

Section 6. SEPARATE COUNTERPARTS. This Subordination Agreement may
be executed in several identical counterparts, all of which when taken together
(whether the signatures of all the parties appear on one or several
counterparts) shall constitute but one and the same instrument, and it shall not
be necessary in any court of law to introduce more than one fully executed
counterpart, or several counterparts together containing the signatures of all
the parties, in proving this Subordination Agreement.

Section 7. NOTICES. All notices hereunder shall be given in
accordance with the notice provisions of the Acquisition Agreement.

Section 8. GOVERNING LAW. The execution, interpretation and
performance of this Subordination Agreement shall be governed by the laws of the
Commonwealth of Massachusetts which apply to contracts executed and to be
performed solely in Massachusetts. UAM and the Holder hereby consent to the
jurisdiction of any state or federal court located within Suffolk County,
Massachusetts, waive personal service of process and assent that service of
process ma be made by registered mail to the parties' respective addresses as
provided in Section 12.6 of the Acquisition Agreement and shall be effective in
the same manner as notices are effective under such Section 12.6.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement as of the date first above written.

UNITED ASSET MANAGEMENT
CORPORATION

By:____________________________________
Norton H. Reamer, President

ABC ASSOCIATES, INC.

By:____________________________________

<PAGE>

FORM OF
NON-NEGOTIABLE
[____%] SUBORDINATED NOTE
DUE [__________________, 19 ]

[_________________, 19___]

FOR VALUE RECEIVED, UNITED ASSET MANAGEMENT CORPORATION, a Delaware
corporation, (the "Company", which term shall include any corporation which
shall succeed to or assume the obligations of the Company hereunder), promises
to pay to ABC Associates, Inc., a [________________________] corporation (the
"Holder" or "ABC") (except as otherwise provided) the principal sum of
[____________________________________ ($____________)] in lawful money of the
United States of America, on [____________________, 19__], together with
interest on the outstanding principal balance payable in like money at the
rate of [_____________] percent [(_______%)] per annum commencing the date
hereof and payable semi-annually in arrears on July 1 and January 2 in each
year, beginning on [_________________________], until paid in full.

To the extent permitted by law, overdue interest shall bear interest
at [_________________] percent [(________%)] per annum. Interest shall be
computed on a 360-day year, 30-day month basis.

1. This Note is delivered by the Company to the Holder in
accordance with the terms of an Acquisition Agreement dated as of
[_________________, 19__](the "Acquisition Agreement"), relating to the
acquisition by the Company of the assets and business of ABC, which assets
and business the Company has transferred to its subsidiary ABC Newco, Inc.
("Newco"). The Company and the Holder are parties to the Acquisition
Agreement, and terms defined and used in the Acquisition Agreement shall have
the same meanings in this Note. THIS NOTE IS NON-NEGOTIABLE. In accordance
with the provisions of Section 4.4 of the Acquisition Agreement, the Company
may set off against amounts due the Holder any amounts due from the Holder to
UAM or Newco under Article IV of the Acquisition Agreement.

2. The principal sum of this Note may be prepaid by the Company
in whole or in part at any time and from time to time without penalty or
premium, with interest prorated up to the date of any such prepayment.

3. All payments of principal and interest shall be payable in
cash or by the Company's check at the Holder's address indicated in the
Acquisition Agreement, or at such other place as the Holder may from time to
time in writing

<PAGE>

designate to the Company (by notice given in accordance with the Acquisition
Agreement) at least ten (10) days before a payment is due.

4. This Note is subordinated to all Senior Debt as defined in the
accompanying Subordination Agreement of even date herewith. Reference is
made to such Subordination Agreement for the terms of such subordination.

5. If, (i) the Company shall fail to pay any principal of or
interest on this Note when due and payable whether at maturity or at any date
fixed for redemption or prepayment or otherwise, (except principal of or
interest on this Note as to which the Company has exercised its right of
set-off in accordance with Section 1 above) and such amount shall remain
unpaid for thirty (30) business days after the due date thereof; or (ii) the
Company shall admit in writing its inability to pay its debts; or suffer a
receiver or custodian (or other person performing a similar function) for it
or substantially all of its property to be appointed and, if appointed
without its consent, not to be discharged within sixty (60) days; or make a
general assignment for the benefit of its creditors, or suffer proceedings
under any law relating to bankruptcy, insolvency, reorganization or relief of
debtors to be instituted by or against it and if contested by it not to be
dismissed or stayed within sixty (60) days; or suffer any judgment, writ of
attachment, or execution of any similar process to be issued or levied
against a substantial part of its property which is not released, stayed,
bonded, or vacated within thirty (30) days after its issue or levy, then, and
in every such event (which are herein referred to as Events of Default), the
Holder hereof may declare the Note to be in default and to be due and
payable, and it shall, at the Holder's election, thereupon forthwith become
due and payable in full, without presentment, demand, protest, or any notice
of any kind, (other than notice of such election) all of which are hereby
expressly waived.

6. The Company will pay to the Holder on demand all reasonable
legal and other costs actually incurred in connection with any action to
collect and/or enforce this Note in which the Holder prevails.

7. In any case where the date of payment of any prepayment or
redemption of the principal of or interest on this Note shall be at any place
of payment a Sunday, a legal holiday, or a day on which banking institutions
are authorized or obliged by law or regulation to close, then payment of
principal or interest need not be made on such date at such place but may be
made on the next succeeding day that is not at such place of payment a
Sunday, a legal holiday or a day on which banking institutions are authorized
or obligated by law or regulation to close, with the same force and effect as
if made on the date of maturity or the date fixed for payment and no interest
shall accrue for the period after such date.

8. The Holder shall not be deemed to have waived or amended any
of the Holder's rights hereunder unless such waiver or amendment is in
writing and

<PAGE>

signed by the Holder. No delay or omission on the part of the Holder in
exercising any such right shall operate as a waiver of such right or any other
right. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.

9. This Note shall bear the legend attached hereto, the provisions
of which are incorporated herein by reference.

This Note shall be governed by and construed and enforced in
accordance with the laws of The Commonwealth of Massachusetts which apply to
contracts executed and performed solely in Massachusetts. UAM and the Holder
hereby consent to the jurisdiction of any state or federal court located within
Suffolk County, Massachusetts, waive personal service of process, and assent
that service of process may be made by registered mail to the parties'
respective addresses as provided in Section 12.6 of the Acquisition Agreement
and shall be effective in the same manner as notices are effective under such
Section 12.6.

This Note has been executed by the Company under seal as of the day,
month and year first above written.

UNITED ASSET MANAGEMENT
CORPORATION

[SEAL]

Attest:_____________________________ By:________________________________
Secretary Norton H. Reamer, President

<PAGE>

LEGEND

This Note has not been registered under the Securities Act of 1933 or
qualified under any state securities laws. This Note may not be sold, assigned
or transferred, except with respect to distributions by the Holder to the
Holder's stockholders and transfers by devise to immediate members of the
respective families of such stockholders, in the absence of an effective
registration statement under such Act and qualification under such laws, or an
opinion of counsel satisfactory to the Company that such registration and
qualification are not in the circumstances required.

4
<PAGE>

EXHIBIT K

None

<PAGE>

EXHIBIT L

UAM ASSETS UNDER MANAGEMENT HISTORY

<TABLE>
<CAPTION>
GROSS TOTAL
DATE ASSETS AT ASSETS AT PERCENT CONTRACTS AMORTIZATION NET CONTRACT
AFFILIATE ACQUIRED ACQUISITION 02/29/96 CHANGE CHANGE AT 02/29/96 AT 02/29/96 AT 02/29/96
- --------- -------- ----------- -------------- ------------- ------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIM/TSA 5/85 869,728,000 2,199,717,000 1,329,989,000 152.9% 9,511,000 9,405,000 106,000
BHMS 1/88 4,957,000,000 16,902,159,000 11,945,159,000 241.0% 106,087,000 57,422,000 48,665,000
CGI 5/89 211,000,000 924,127,000 713,127,000 338.0% 10,440,000 5,814,000 4,626,000
C&B 2/86 2,306,000,000 6,309,675,000 4,003,675,000 173.6% 39,061,000 23,039,000 16,022,000
DWIGHT 1/94 5,000,000,000 7,698,879,000 2,698,879,000 54.0% 15,331,000 2,038,000 13,293,000
DSI/HTI 5/89 3,400,000,000 3,444,098,000 44,098,000 1.3% 21,374,000 9,516,000 11,858,000
FMA 6/86 474,000,000 1,231,359,000 757,359,000 159.8% 6,496,000 5,658,000 838,000
FPA 6/91 2,700,000,000 3,418,373,000 718,373,000 26.6% 51,033,000 16,525,000 34,508,000
GSB 12/93 2,400,000,000 3,022,003,000 622,003,000 25.9% 35,737,000 6,348,000 29,389,000
HMH 12/86 1,432,659,000 1,107,654,000 (325,005,000) -22.7% 20,164,000 20,164,000 0
HA&A 2/84 818,328,000 317,637,000 (500,691,000) -61.2% 8,861,000 8,861,000 0
JMB* 8/93 10,661,601,000 10,361,451,000 (300,150,000) -2.8% 221,977,000 19,717,000 202,260,000
HJ 8/84 747,721,000 1,691,450,000 943,729,000 126.2% 16,432,000 16,432,000 0
ICM 12/86 2,001,000,000 4,205,676,000 2,204,676,000 110.2% 19,410,000 11,963,000 7,447,000
TJIM 12/92 1,400,000,000 1,957,692,000 557,692,000 39.8% 22,407,000 5,123,000 17,284,000
L&B** 6/92 1,945,344,000 2,613,049,000 667,705,000 34.3% 40,592,000 11,107,000 29,485,000
MJ 11/93 6,500,000,000 6,642,804,000 142,804,000 2.2% 1,809,000 239,000 1,570,000
NBZ 8/83 217,561,000 451,583,000 234,022,000 107.6% 3,600,000 3,212,000 388,000
NAM 9/90 4,282,877,000 7,857,588,000 3,574,711,000 83.5% 55,021,000 20,476,000 34,545,000
NCM 1/86 998,118,000 1,373,623,000 375,505,000 37.6% 16,004,000 9,940,000 6,064,000
NWQ 10/92 4,704,621,000 5,831,167,000 1,126,546,000 23.9% 96,067,000 27,177,000 68,890,000
OCM*** 6/86 1,810,291,000 1,633,235,000 (177,056,000) -9.8% 22,726,000 17,848,000 4,878,000
PIC 2/95 14,300,000,000 18,361,288,000 4,061,288,000 28.4% 347,308,000 19,310,000 327,998,000
PRC 3/93 1,367,000,000 1,975,985,000 608,985,000 44.5% 15,777,000 2,628,000 13,149,000
PBA 4/95 4,800,000,000 8,677,721,000 3,877,721,000 80.8% 104,518,000 5,367,000 99,151,000
RHJ 5/87 683,000,000 956,380,000 273,380,000 40.0% 8,961,000 5,806,000 3,155,000
RPR 12/86 853,126,000 720,209,000 (132,917,000) -15.6% 18,502,000 9,321,000 9,181,000
SIRACH 1/89 747,314,000 5,349,670,000 4,602,356,000 615.9% 14,336,000 10,469,000 3,867,000
SCM**** 12/84 706,000,000 1,396,290,000 690,290,000 97.8% 13,784,000 7,977,000 5,807,000
SUFFOLK 7/94 875,000,000 1,743,386,000 868,386,000 99.2% 22,928,000 2,366,000 20,562,000
TSW 12/84 1,334,511,000 4,631,551,000 3,297,040,000 247.1% 16,427,000 9,274,000 7,153,000
</TABLE>

* JMB acquired by Heitman Financial on 12/2/94 - assets under management
combined PRA acquired by HFL/JMB on 1/31/95 asset under management included

** Gleeson Realty Advisors acquired on 10/30/95 - assets under management
included

*** Fleckenstein Capital, Inc. acquired 5/11/90 - assets under management
included

**** Trinity Capital Advisors acquired 8/27/91 - assets under management
included

<PAGE>

TARGET NAMES
FOR CROSS REFERENCES

<TABLE>
<CAPTION>
SECTION
TARGET ITEM NUMBER TARGET NAME
<S> <C> <C>
Article 2, The Credits 2 2 (THE CREDITS)
Section 2.1, Extension of Commitments ? 2 (EXTENSION OF COMMITMENTS)
Section 2.1, Extension of Termination Date ? 2 (EXTENSION OF TD)
Section 2.2, Notice of Committed Borrowing 2.2 2 (NOTICE OF COMMITTED)
(or Method of Borrowing)
Section 2.3, Money Market Borrowings ? 2 (MONEY MARKET BORROWINGS)
Section 2.3, Money Market Borrowings, ? 2 (MONEY MARKET BORROWINGS - C)
Subsection C
Section 2.3, Money Market Borrowings, ? 2 (MONEY MARKET BORROWINGS - D)
Subsection D
Section 2.3, Money Market Borrowings, ? 2 (MONEY MARKET BORROWINGS - E)
Subsection E
Section 2.3, Money Market Borrowings, ? 2 (MONEY MARKET BORROWINGS - F)
Subsection F
Section 2.4, Notice to Banks; 2.3 2 (NOTICE TO BANKS)
Funding of Loans
Section 2.4, Notice to Banks; 2.3(a) 2 (NOTICE TO BANKS - A)
Funding of Loans, Subsection A
Section 2.5, Notes 2.4 2 (NOTES)
Section 2.6, Maturity of Loans 2.5 2 (MATURITY OF LOANS)
(; Mandatory Prepayments)
Section 2.7, Interest Rates 2.6 2 (INTEREST RATES)
</TABLE>

(i)

<PAGE>

<TABLE>
<S> <C> <C>
Section 2.7, Interest Rates, 2.6(a) 2 (INTEREST RATES - A)
Subsection A
Section 2.7, Interest Rates, 2.6(d) 2 (INTEREST RATES - D)
Subsection D
Section 2.7, Interest Rates, ? 2 (INTEREST RATES - E)
Subsection E
Section 2.8, Fees 2.7 2 (FEES)
Section 2.?, Foreign Subsidiary Costs, ? 2 (FOREIGN SUBSIDIARY COSTS - A)
Subsection A
Section 2.?, General Provisions as to 2.11 2 (GENERAL PRO)
Payments
Section 2.?, Mandatory Termination 2.9 2 (MANDATORY TERMINATION)
Section 2.?, Mandatory Termination, ? 2 (MANDATORY TERMINATION - D)
Subsection D
Section 2.?, Method of Electing ? 2 (METHOD OF ELECTING)
Interest Rates
Section 2.?, Optional Prepayments 2.10 2 (OPTIONAL PREPAYMENTS)
Section 2.?, Optional Prepayments, ? 2 (OPTIONAL PREPAYMENTS - D)
Subsection D
Article 3, Conditions 3 3 (CONDITIONS)
Section 3.1, Closings 3.1 3 (CLOSING)
Section 3.1, Closings, Subsection A 3.1(a) 3 (CLOSING - A)
Section 3.1, Closings, Subsection B 3.1(b) 3 (CLOSING - B)
Section 3.1, Closings, Subsection C 3.1(c) 3 (CLOSING - C)
Section 3.2, Borrowings 3.2 3 (BORROWINGS)
Section 3.2, Borrowings, Subsection C 3.2(c) 3 (BORROWINGS - C)
</TABLE>

(ii)

<PAGE>

<TABLE>
<S> <C> <C>
Section 3.3, First Borrowing by ? 3 (FIRST BORROWING)
Each Eligible Subsidiary
Section 3.3, First Borrowing by ? 3 (FIRST BORROWING - A)
Each Eligible Subsidiary, Subsection A
Section 3.3, First Borrowing by ? 3 (FIRST BORROWING - B)
Each Eligible Subsidiary, Subsection B
Section 4.4, Financial Information 4.4 4 (FINANCIAL INFORMATION)
Section 4.4, Financial Information, 4.4(a) 4 (FINANCIAL INFORMATION - A)
Subsection A
Section 4.4, Financial Information, 4.4(b) 4 (FINANCIAL INFORMATION - C)
Subsection C
Section 4.5, Litigation 4.5 4 (LITIGATION)
Section 4.12, Representations in ? 4 (REPS IN COLLATERAL DOCS)
Collateral Documents True and Correct
Article 5, Covenants 5 5 (COVENANTS)
Article 5, Covenants ? 5 (DEBT OF SUBSIDIARIES)
Article 5, Covenants 5.17 5 (INVESTMENTS)
Article 5, Covenants 5.7 5 (MERGERS AND SALES OF)
Section 5.1, Information 5.1 5 (INFORMATION)
Section 5.1, Information, Subsection A 5.1(a) 5 (INFORMATION - A)
Section 5.1, Information, Subsection B 5.1(b) 5 (INFORMATION - B)
Section 5.1, Information, Subsection C 5.1(c) 5 (INFORMATION - C)
Section 5.2, Payment of Obligations 5.2 5 (PAYMENT OF OBLIGATIONS)
</TABLE>

(iii)

<PAGE>

<TABLE>
<S> <C> <C>
Section 5.3, Maintenance of Property 5.3 5 (MAINTENANCE OF PROPERTY)
Section 5.4, Conduct of Business and 5.4 5 (CONDUCT OF BUSINESS)
Maintenance of Existence
Section 5.5, Compliance with Laws 5.5 5 (COMPLIANCE WITH LAWS)
Section 5.6, Inspection of 5.6 5 (INSPECTION)
Property, Books and Records
Section 5.13, Negative Pledge 5.9 5 (NEGATIVE PLEDGE)
Section 5.?, Fixed Charge Coverage Ratio 5.14 5 (FIXED CHARGE COVERAGE)
Article 6, Defaults 6 6 (DEFAULTS)
Section 6.1, Events of Default 6.1 6 (EVENTS OF DEFAULT)
Section 6.1, Events of Default, 6.1(a) 6 (EVENTS OF DEFAULT - A)
Subsection A
Section 6.1, Events of Default, 6.1(b) 6 (EVENTS OF DEFAULT - B)
Subsection B
Section 6.1, Events of Default, 6.1(c) 6 (EVENTS OF DEFAULT - C)
Subsection C
Section 6.1, Events of Default, 6.1(g) 6 (EVENTS OF DEFAULT - G)
Subsection G
Section 6.1, Events of Default, 6.1(h) 6 (EVENTS OF DEFAULT - H)
Subsection H
Article 8, Change in Circumstances 8 8 (CHANGE IN CIRCUMSTANCES)
Section 8.1, Basis for Determining 8.1 8 (BASIS FOR DETERMINING)
Interest Rate Inadequate or Unfair
Section 8.1, Reduced Return 8.3 8 (INCREASED COST AND)
Section 8.2, Illegality 8.2 8 (ILLEGALITY)
</TABLE>

(iv)

<PAGE>

<TABLE>
<S> <C> <C>
Section 8.3, Increased Cost and 8.3 8 (INCREASED COST AND)
Reduced Return
Section 8.5, Base Rate Loans 8.5 8 (BASE RATE LOANS)
Substituted for Affected Fixed
Rate Loans
Section 8.?, HLT Classification ? 8 (HLT CLASSIFICATION)
Section 8.?, Taxes 8.4 8 (TAXES)
Section 8.?, Taxes, Subsection A 8.4(a) 8 (TAXES - A)
Article (Guaranty), Section ?.?, ? G (RELEASE UPON SALE)
Release Upon Sale
Article ?, Miscellaneous 9 (MISCELLANEOUS)
Section ?.1, Notices 9.1 M (NOTICES)
Section ?.4, Sharing of Set-Offs 9.4 M (SHARING OF SET-OFFS)
Section ?.5, Amendments and Waivers 9.5 M (AMENDMENTS AND WAIVERS)
(Release of Collateral)
Section ?.6, Successors and Assigns 9.6 M (SUCCESSORS AND)
Section ?.8, Governing Law; 9.8 M (GOVERNING LAW;)
Submission to Jurisdiction
</TABLE>

(v)

<PAGE>
<ARTICLE> 5
<LEGEND>
This financial data schedule contains summary financial information extracted
from the Company's three months ended March 31, 1996 consolidated statement of
income and the condensed Balance sheet. This information is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 108,676
<SECURITIES> 0
<RECEIVABLES> 125,540
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 247,343
<PP&E> 61,384
<DEPRECIATION> 33,539
<TOTAL-ASSETS> 1,344,395<F1>
<CURRENT-LIABILITIES> 143,984
<BONDS> 653,436<F2>
0
0
<COMMON> 308
<OTHER-SE> 503,605
<TOTAL-LIABILITY-AND-EQUITY> 1,344,395
<SALES> 0
<TOTAL-REVENUES> 198,869
<CGS> 0
<TOTAL-COSTS> 125,475
<OTHER-EXPENSES> 28,780<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,886
<INCOME-PRETAX> 33,728
<INCOME-TAX> 14,435
<INCOME-CONTINUING> 19,293
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,293
<EPS-PRIMARY> .61
<EPS-DILUTED> .60
<FN>
<F1>INCLUDES $1,008,480,000 OF COST ASSIGNED TO CONTRACTS ACQUIRED, NET.
<F2>INCLUDES $150,000,000 IN SENIOR NOTES PAYABLE AND $503,436,000 IN
SUBORDINATED NOTES PAYABLE.
<F3>REPRESENTS AMORTIZATION OF COST ASSIGNED TO CONTRACTS ACQUIRED FOR THE THREE
MONTHS ENDED MARCH 31, 1996.
</FN>

</TABLE>