
                                             Exhibit C to
                                        Acquisition Agreement


               UNITED ASSET MANAGEMENT CORPORATION
                          Common Stock
                   (Par Value $.01 Per Share)
                        WARRANT AGREEMENT


          WARRANT AGREEMENT dated as of [_______________ __,
1995] between
United Asset Management Corporation, a Delaware corporation (the
"Company"), and
Provident Investment Counsel, ("PIC"), a California corporation
(such person, together with
transferees permitted herein, is referred to as the "Holder").

          The Company is issuing a warrant to the Holder to
purchase 459,385 shares of
Common Stock, $.01 par value, of the Company (the "Shares"). 
Such warrant is issued as
part of the purchase price paid by the Company for the
acquisition of substantially all the
assets and business of PIC, which assets and business have been
transferred to the
Company's subsidiary, PIC Newco, Inc. ("Newco"), pursuant to an
Acquisition Agreement
dated as of November 10, 1994 by and among the Company, PIC,
Newco and the
Stockholders of PIC (the "Acquisition Agreement"). This Warrant
Agreement relates to the
Warrant issued to the Holder.

          Terms defined and used in the Acquisition Agreement
shall have the same
meaning when used in this Warrant Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual
agreements herein set forth and for other good and valuable
consideration, the parties hereto
agree as follows:

          Section 1.  Issuance of the Warrant. The Company hereby
irrevocably grants
to the Holder the right to purchase all or any part of the Shares
on the terms and conditions
hereinafter set forth, such right to be evidenced by a warrant
certificate in the form attached
hereto (the "Warrant") for 459,385 Shares.

          Section 2.  Term of the Warrant. The Warrant shall be
exercisable in whole at
any time, or in part from time to time, on and after the date
hereof and prior to the earlier of
(a) the close of business on [__________ __, 2002]; or (b) if the
Company exercises its
option to give the notice described in Section 4(d), on the
occurrence of either of (i) the close
of business on the 30th day after the end of a thirty-day period
during which the closing
price for publicly-traded Common Stock of the Company is never
less than the Trigger Price
(as hereinafter defined); or (ii) the close of business on the
30th day after the end of a
ninety-day period during which the average closing price (defined
as the average of daily
closing prices for all business days during the ninety-day
period) of publicly-traded Common
Stock of the Company is not less than the Trigger Price (as
hereinafter defined); at which
time all rights evidenced by the Warrant shall cease and the
Warrant shall become void,
except as otherwise provided herein.

          For purposes of this Section 2, for any price to be not
less than the "Trigger
Price" shall mean that the price is or would be, taking into
account and adjusting
appropriately for the effects of any of the transactions
contemplated by paragraphs (a) and (b)
of Section 5 hereof, not less than Fifty-Six Dollars and
Sixty-Four Cents ($56.64) per share
of Common Stock.

          Section 3.  Purchase Price. The purchase price per
share of the Shares subject
to the Warrant shall be Forty-Five Dollars and Thirty-One Cents
($45.31) subject to
adjustment from time to time as hereinafter provided (the
"Purchase Price").

          Section 4.  Form and Exercise of the Warrant.

          (a)  The Warrant shall be executed on behalf of the
Company by the manual
or facsimile signature of the President, the Executive Vice
President, or a Senior Vice
President of the Company, under its corporate seal, affixed or in
facsimile attested by the
manual or facsimile signature of the Secretary or Assistant
Secretary of the Company.

          (b)  The Warrant shall be dated the date of issuance.

          (c)  Subject to the provisions of this Warrant
Agreement, the Holder of the
Warrant shall have the right to purchase in whole or in part from
time to time from the
Company (and the Company shall issue and sell to the Holder) the
Shares, at the Purchase
Price as provided in Section 3 above, subject to adjustment as
provided herein, upon
surrender to the Company at its address as stated in the
Acquisition Agreement, of the
certificate evidencing the Warrant, with the form of election to
purchase attached thereto
duly filled in and signed, and upon payment of the Purchase Price
as provided herein.

          The Purchase Price may be paid in whole or in part by
the Holder either by
delivery to the Company of the Company's Note or a portion
thereof, equal in principal
amount to the amount of the Purchase Price due; or by payment of
the Purchase Price in
cash; or by a combination of both. No adjustment shall be made
for any dividend on any
shares issuable upon exercise of the Warrant so surrendered.

          Within thirty days after any exercise of the Warrant,
in whole or in part, by
delivery of all or a portion of the Company's Note, the Company
shall pay to the Holder in
cash any unpaid accrued interest on such Note, or portion thereof
so used, as of the date of
such exercise.

          If the closing prices of the Company's publicly-traded
Common Stock satisfy
either of the conditions described in clauses (b)(i) and (b)(ii)
of Section 2 hereof, the
Company may, at its election and at any time subsequent to the
second anniversary of this
Warrant Agreement, and not before, so notify the Holder in
writing. If such notice is given
and if the Holder desires to exercise the Warrant, the Holder
shall within fifteen days of the
effective date of such notice surrender the Warrant with the
subscription form duly filled in
and signed, and shall deliver payment of the Purchase Price in
accordance with this Warrant
Agreement within thirty days of the effective date of such
notice.

          (d)  Upon surrender of the Warrant and payment of the
Purchase Price in
accordance with this Warrant Agreement, the Company shall issue
and cause to be delivered
in the name of the Holder, a certificate for the number of Shares
as to which the Warrant is
being exercised. Except as otherwise provided herein, such
certificate shall be deemed to
have been issued as of the date of the surrender of the Warrant
and payment of the Purchase
Price.

          The Warrant shall be exercisable, at the election of
the Holder, either as an
entirety or from time to time for only part of the number of
Shares specified in the warrant
certificate. In the event that the Warrant is exercised for less
than all of the Shares at any
time prior to the date of expiration of the Warrant, a new
warrant certificate will be issued
for the remaining number of Shares evidenced by the warrant
certificate so surrendered. All
the Shares issued as provided herein will be fully paid and
nonassessable. The Company will
pay its fees, charges and expenses including fees, charges and
expenses (other than transfer
taxes) in connection with transfers of the Warrant and exercise
thereof and the issuance of
Shares upon such exercise.

          Section 5.  Adjustment of the Purchase Price and Shares
Purchasable.

          (a)  In case the Company shall (i) declare a dividend
in shares of its
Common Stock, (ii) subdivide its outstanding shares of Common
Stock into a greater number
of shares or (iii) combine its outstanding shares of Common Stock
into a smaller number of
shares, the Purchase Price in effect immediately prior thereto
and the number of shares
purchasable shall be proportionately adjusted so that thereafter
the Holder shall be entitled to
receive upon exercise of the Warrant in exchange for the same
aggregate consideration, the
number of shares of Common Stock which it would have owned or
been entitled to receive
with respect to any such event had the Warrant been exercised
immediately prior to the
earlier of the effectiveness of or record date for the adjustment
on account of such event.
Such adjustment shall be made whenever any of the events listed
above shall become
effective or, if earlier, the record date therefor.

          (b)  In case of any reclassification or change of
outstanding shares of
Common Stock, or in case of any consolidation of the Company with
or merger of the
Company with or merger of the Company into another corporation
(other than a merger
whose sole purpose is to change the state of incorporation of the
business of the Company or
a consolidation or merger in which the Company is the continuing
corporation and which
does not result in any reclassification or change of outstanding
shares of Common Stock), or
in case of any sale or conveyance to another corporation of the
property of the Company as
an entirety or substantially as an entirety in one or more steps,
the Holder shall have the
right thereafter without payment of additional consideration,
upon exercise of the Warrant, to
receive the kind and amount of shares of stock and other
securities and property receivable
upon such reclassification, change, consolidation, merger, sale
or conveyance by a holder of
the number of shares of Common Stock able to be purchased upon
such exercise of the
Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or
conveyance. It shall be a condition of the effectiveness of any
such transaction that the
foregoing provision for the benefit of the Warrant shall be
lawfully and adequately provided
for.

          Section 6.  Reservation of Shares. The Company shall at
all times reserve and
keep available, out of its treasury stock or authorized and
unissued stock, or both, solely for
the purpose of effecting the exercise of the Warrant, such number
of shares of Common
Stock as shall from time to time be sufficient to effect the
exercise of the Warrant from time
to time outstanding.

          Section 7.  Restrictions on Transferability.

          All transfers of the Warrant, other than a distribution
of the Warrant to the
Stockholders of PIC, or the shares issuable upon its exercise
shall be subject to the following
restrictions.

          (a)  The Holder shall not sell, transfer, assign,
pledge, hypothecate, or
otherwise dispose of the Warrant and the Shares to be issued on
exercise of the Warrant
(hereinafter defined as "Restricted Securities") unless one of
the following events shall also
have occurred:

          (i)    The Company shall have received an opinion from
Hill & Barlow,
                 Counsel to the Company or such other counsel as
the Holder shall
                 elect and shall be reasonably satisfactory to
the Company, stating
                 that the contemplated disposition of Restricted
Securities is exempt
                 from the registration and prospectus delivery
requirements of the
                 Securities Act and the rules and regulations of
the Commission
                 thereunder and applicable state securities laws
and the rules and
                 regulations of any state securities agencies
thereunder; or

          (ii)   The Company shall have been furnished with a
letter from the
                 Commission and an opinion from any applicable
state securities
                 agency in response to a written request
(previously submitted to the
                 Company, and in form and substance subject to
the reasonable
                 satisfaction of the Company) setting forth the
material facts and
                 circumstances surrounding the contemplated
disposition of Restricted
                 Securities, stating that the staff of Commission
and any applicable
                 state securities agency, respectively, will not
recommend any action
                 with regard to the contemplated disposition or
otherwise indicating
                 that the Commission and any applicable state
securities agency,
                 respectively, do not object to or disapprove of
the consummation of
                 the contemplated disposition; or

          (iii)  The Common Stock issuable upon exercise of the
Warrant shall have
                 been registered pursuant to Section 8 below.

          The Company may if required by applicable securities
laws condition the
transfer of the Restricted Securities or any part thereof, upon
(i) the contemplated transferee
furnishing the Company with a letter to the effect that it is
acquiring the Restricted Securities
for its own account and not with a view to the distribution
thereof, and (ii) each certificate
evidencing the Restricted Securities having a legend endorsed
thereon as set forth in
subsection (c) below.

          (b)  Certain Definitions. As used in this Section 7 and
in Section 8, the
following terms shall have the following respective meanings:

               "Commission" shall mean the Securities and
Exchange Commission or
any other Federal agency at the time administering the Securities
Act.

               "Securities Act" shall mean the Securities Act of
1933 or any similar
Federal statute and the rules and regulations of the Commission
thereunder, all as the same
shall be in effect at the time.

               "Transfer" shall include any disposition of the
Warrant or Common
Stock issued upon exercise of the Warrant or of any interest
therein which would constitute a
sale thereof within the meaning of the Securities Act.

               "Person" shall mean and include an individual, a
corporation, a
partnership, a trust, an unincorporated organization and a
government or any department,
agency or political subdivision thereof.

               "Restricted Securities" shall mean the Warrant and
the Shares which
are issuable upon exercise of the Warrant, and "Restricted Stock"
shall mean the Shares
issuable on exercise of the Warrant only.

          (c)  Restrictive Legend. The Restricted Securities
shall be stamped or
otherwise imprinted with a legend in substantially the following
form:

               "The transfer of [the shares represented by this
certificate] [this
Warrant and the shares of Common Stock issuable upon exercise
hereof] is subject to the
conditions specified in Section 7 of the Warrant Agreement dated
[__________ __, 1995],
and no transfer of [this Warrant and such shares] [such shares]
shall be valid or effective
until such conditions have been fulfilled. As set forth in such
Section 7, among other things,
[this Warrant and such shares] [such shares] have not been
registered under the Securities
Act of 1933 or qualified under any state securities laws.  [The
shares represented by this
Certificate] [This Warrant and the shares of Common Stock
issuable upon exercise hereof]
may not be sold or transferred in the absence of an effective
registration statement for the
shares under such Act and qualification under such laws or an
opinion satisfactory to the
Company that such registration and qualification are not, in the
circumstances, required.

          The Company may issue stop-transfer instructions to its
transfer agent in
accordance with the terms of the foregoing legend.

          (d)  Notice of Transfers. The holder of each
certificate representing
Restricted Securities by acceptance thereof agrees, in addition
to the requirements of
subsection (a) above, to give written notice to the Company of
any proposed transfer thereof,
together with a certificate from such holder and the person to
whom any such certificate is
proposed to be transferred to the effect that all the conditions
set forth in this Section 7 have
been met. Each certificate evidencing the Restricted Securities
transferred (and each
certificate evidencing any untransferred balance of such
Restricted Securities) shall bear the
foregoing restrictive legend.

          Section 8.  Registration Rights

          (a)  Company Public Offering. At any time within two
years of the date of
this Warrant Agreement that the Company proposes to register any
shares of its Common
Stock under the Securities Act for sale by the Company within
such two-year period (other
than registration of the Company's Common Stock for issuance in
connection with employee
compensation or benefit programs or for acquisitions and
specifically excluding registration
pursuant to a demand of any stockholder of the Company exercising
registration rights), the
Company will give prompt written notice to the Holder of its
intention so to do and, upon
the written request of the Holder sent within 10 days after the
effective date of any such
notice, the Company will use its best efforts to cause all
Restricted Stock the Holders of
which shall have so requested registration thereof for sale in
the Company's offering, to be
registered under the Securities Act, all to the extent requisite
to permit the sale in such
offering by the prospective seller or sellers of the Restricted
Stock so registered in the same
manner as the Company proposes to offer its shares of Common
Stock.

          The Company may, at its expense, request an opinion of
the underwriter
managing the syndicate for any proposed underwritten public
offering of its Common Stock
pursuant to any proposed registration, as to whether the
inclusion of the Restricted Stock of
Holders requesting registration would, in such underwriter's
opinion, adversely affect the
Company's offering. In the event of an adverse opinion, the
Restricted Stock proposed to be
registered may be reduced pro rata or eliminated in accordance
with such opinion, but only if
all other of the Company's shareholders who proposed to register
securities in the offering
(except those shareholders who have registration rights not
subject to such reduction or
elimination) are also proportionately reduced or eliminated.

          (b)  Registration Procedures and Expenses. If and
whenever the Company is
required by the provisions of this Section 8 to use its best
efforts to effect the registration of
any of the Restricted Stock under the Securities Act for sale in
the Company's offering, the
Company will, as expeditiously as possible, perform the
following:

          (i)    Prepare and file with the Commission a
registration statement with
                 respect to such securities and use its best
efforts to cause such
                 registration statement to become and remain
effective.

          (ii)   Prepare and file with the Commission such
amendments and
                 supplements to such registration statement and
the prospectus used in
                 connection therewith as may be necessary to
update and keep such
                 registration statement effective and to comply
with the provisions of
                 the Securities Act with respect to the sale or
other disposition of all
                 securities covered by such registration
statement. The Company's
                 obligation under this subparagraph shall
continue until the offering
                 of such securities is completed or for a period
of three months after
                 the effective date of such registration
statement, whichever is
                 shorter.

          (iii)  Furnish to each selling Holder such numbers of
copies of the
                 prospectus (including a preliminary prospectus)
in conformity with
                 the requirements of the Securities Act, and such
other documents as
                 the seller may reasonably request in order to
facilitate the public sale
                 or other disposition of the Restricted Stock
owned by such seller.

          (iv)   Use its best efforts to register or qualify (if
necessary) the Restricted
                 Stock covered by such registration statement
under such other
                 securities or blue sky laws of such
jurisdictions as such seller shall
                 reasonably request.

          (v)    The Company and the Holder recognize that it may
be advantageous
                 to the Holder to be able to sell the Warrant (or
a portion thereof, at
                 the Holder's option) rather than to exercise the
Warrant and sell the
                 shares received upon such exercise in a
registered public offering.
                 Accordingly, the Company may, in the event that
any request by the
                 Holder for registration pursuant to this Section
8 so specifies, and if
                 such procedure is acceptable to and agreed to by
the underwriter(s),
                 arrange for the underwriter(s) of the registered
public offering to
                 which the request relates to purchase the
Warrant (or a designated
                 portion thereof) from the Holder at a price
equal to the price that
                 would then be paid by such underwriter(s) for
the Shares to be
                 issued upon exercise of the Warrant if such
Warrant were first
                 exercised by the Holder, less the applicable
exercise price, and,
                 subject to the provisions of this Section 8,
will include in the
                 registration of such public offering the Shares
issuable upon exercise
                 of such Warrant by such underwriter(s).

All expenses incurred by the Company in complying with this
subsection (b), including,
without limitation, all registration and filing fees, printing
expenses, and fees and
disbursements of counsel for the Company, are herein called
Registration Expenses. All
underwriting discounts and selling commissions applicable to the
sales of Restricted Stock
and all fees and disbursements of counsel for any seller are
herein called Selling Expenses.

          (c)    Allocation of Expenses. The Company will pay all
Registration
Expenses in connection with each registration pursuant to this
Section 8. All Selling
Expenses in connection with each such registration shall be borne
pro rata by the seller or
sellers of such securities, provided, however, that if any seller
retains counsel who is not
representing all security holders selling in the offering, such
seller shall pay all fees and
disbursements of such counsel, which shall be excluded from the
Selling Expenses.

          (d)    Indemnification. In the event of any
registration of any of the
Restricted Stock under the Securities Act pursuant to this
Section 8, the Company will
indemnify and hold harmless the seller of such Restricted Stock,
each underwriter of such
Restricted Stock and each other person, if any, who controls such
seller or underwriter
within the meaning of Section 15 of the Securities Act, against
any losses, claims, damages,
liabilities or expenses, joint or several, to which such seller,
underwriter or controlling
person may become subject under the Securities Act or otherwise,
insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are
based upon (i) any untrue statement of a material fact contained
in any registration statement
under which such Restricted Stock was registered under the
Securities Act pursuant to this
Section 8, or any post-effective amendment thereof, or the
omission (or alleged omission) to
state therein a material fact required to be stated therein or
necessary to make the statements
therein not misleading or (ii) any untrue statement of a material
fact contained in any
preliminary prospectus, if used prior to the effective date of
the registration statement and
not corrected in the final prospectus, or contained in the final
prospectus (as amended or
supplemented, if the Company shall have filed with the Commission
any amendment thereof
or supplement thereto), or the omission (or alleged omission) to
state therein a material fact
required to be stated therein or necessary in order to make the
statements therein not
misleading; and will reimburse such seller, underwriter and each
such controlling person for
any legal or other expenses reasonably incurred by such seller,
underwriter or such
controlling person in connection with investigating or defending
any such loss, claim,
damage, liability or expense, provided, however, that the Company
will not be liable in any
such case to the extent that any such loss, claim, damage,
liability or expense arises out of or
is based upon any untrue statement or omission (or alleged
omission) of a material fact made
in said registration statement, said preliminary prospectus or
said prospectus or said
amendment or supplement in reliance upon and in conformity with
written information
furnished to the Company through an instrument duly executed by
such seller or underwriter
specifically for use in the preparation thereof.

          In the event of any registration of any of the
Restricted Stock under the
Securities Act pursuant to this Section 8, each seller of such
Restricted Stock severally and
not jointly, will indemnify and hold harmless the Company, each
person, if any, who
controls the Company within the meaning of Section 15 of the
Securities Act, each officer of
the Company who signs the registration statement, each director
of the Company, each
underwriter and each person who controls any underwriter within
the meaning of Section 15
of the Securities Act, against any losses, claims, damages,
liabilities or expenses, joint or
several, to which the Company or such officer, director,
underwriter, or controlling person
may become subject under the Securities Act or otherwise, and
will reimburse the Company
or such officer, director, underwriter or controlling person for
any legal or other expenses
reasonably incurred by the Company or such officer, director,
underwriter or controlling
person in connection with investigating or defending any such
loss, claim, damage, liability
or expense, but only insofar as such losses, claims, damages,
liabilities or expenses (or
actions in respect thereof) arise out of or are based upon any
untrue statement or omission
(or alleged omission) of a material fact referred to in clause
(i) or (ii) of the preceding
paragraph of this subsection (d), and provided, however, that
this paragraph shall apply if
and only if such statement or omission (or alleged omission) was
made in reliance upon and
in conformity with information furnished in writing to the
Company by or on behalf of such
seller specifically for use in such registration statement or
prospectus.

          The Company further agrees that in connection with any
underwritten public
offering, it also will enter into customary contribution
arrangements with the underwriters
and selling shareholders with respect to situations in which
indemnification is potentially
unavailable.

          It shall be a condition of the Company's obligations to
effect registration of the
Restricted Stock that the sellers participating in such
registration provide the Company and
the underwriters, if any, with all material facts, including,
without limitation, furnishing such
certificates, questionnaires and legal opinions as may be
reasonably required by the Company
or such underwriters, concerning such participating sellers and
the Restricted Stock to be
registered which are reasonably required to be stated in the
registration statement or in the
prospectus or are otherwise reasonably required in connection
with the offering.

          Section 9.  Representations and Covenants of the
Holder. The Holder
represents and covenants that the Holder is acquiring the Warrant
and will acquire the Shares
for the Holder's own account, for investment, and not with a view
to or in connection with
any distribution or resale, except as set forth herein and in
Section 1.5 of the Acquisition
Agreement.

          Section 10.  Fractional Shares. No fractional share of
stock shall be issued in
connection with any exercise of the Warrant. If upon exercise of
the Warrant in its entirety a
fractional share would be required to be issued in the absence of
the preceding sentence, in
lieu of such share, the Company shall make a cash payment
therefor equal in amount to (i)
the product of the applicable fraction multiplied by the closing
price of the Company's
publicly-traded Common Stock on the date of exercise of the
Warrant, less (ii) the product of
the applicable fraction multiplied by the Purchase Price then in
effect. Any balance warrant
certificate issued after the Warrant is exercised in part may
include a fractional share.

          Section 11.  Miscellaneous. If the Warrant is lost,
stolen, mutilated or
destroyed, the Company shall, on such reasonable terms as to
indemnity or otherwise as it
may in its discretion impose (which shall, in the case of a
mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination,
tenor and date as the Warrant
so lost, stolen, mutilated or destroyed. Any such new Warrant
shall constitute an original
contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or
destroyed Warrant shall be at any time enforceable by anyone.

          This Warrant Agreement and the Warrant issued pursuant
thereto shall be
binding upon any and all successors or assigns of the Company.

          All notices provided for herein or given in connection
herewith shall be given
in accordance with the notice provisions of the Acquisition
Agreement.

          This Warrant Agreement is made under, and shall be
governed by, the laws of
the Commonwealth of Massachusetts which apply to contracts
executed and performed solely
in Massachusetts. The parties hereto 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.

          IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly
executed on the date first above written.


                                   UNITED ASSET MANAGEMENT
                                   CORPORATION


                                   By:___________________________
                                      Norton H. Reamer, President



                                   HOLDER:

                                   PROVIDENT INVESTMENT
                                   COUNSEL



                                   By:___________________________
                                      Title:
