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                                                             Exhibit 10(n)

                          THE ADVEST GROUP, INC.
                                EQUITY PLAN
                                     
           The Advest Group, Inc. hereby establishes The Advest
Group, Inc. Equity Plan, effective November 19, 1998 for a select group of
top performing account executives and key employees.  The purpose of the
Plan is to further the long term growth in earnings of the Company by
offering incentives to select Employees to compensate them for their
contributions to the Company's growth and profits, to encourage their
ownership of the Company's stock, and to encourage them to remain in the
employ of the Company.

                                 ARTICLE I
                                DEFINITIONS
                                     
            When used herein, each of the following terms shall
have the corresponding meaning set forth below unless a different meaning
is plainly required by the context in which a term is used.

     Section 1.1.  "Affiliate" means the Company's present or future parent
corporation, each of the present or future subsidiaries of the Company, and
any subsidiaries of the present or future parent of the Company in which
the parent holds a controlling interest.

     Section 1.2.  "Beneficiary" means any person (including, but not
limited to, a Participant's estate) designated by a Participant on a form
provided or approved by the Committee to receive any Stock or Options to
which such Participant shall be entitled upon such Participant's death in
accordance with the terms of the Plan.  No designation of Beneficiary shall
be effective until filed with the Committee.  If more than one Beneficiary
shall be designated, the Beneficiaries shall share equally in any rights or
interests of the Participant under the Plan.  If a Participant shall fail
to file a valid designation form, or if all persons designated on the
designation form shall have predeceased the Participant, the Company shall
distribute all of the Participant's Stock and Options to which he shall
have been entitled upon his death to such Participant's estate.

     Section 1.3.   "Board of Directors" means the Board of Directors of
the Company or the Executive Committee of such Board.

     Section 1.4.   "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross insubordination or willful or
reckless conduct detrimental to the business of the Company or an
Affiliate.

     Section 1.5.  "Change of Control" means a transfer or sale of
substantially all of the assets of the Company or merger or consolidation
of the Company into or with any
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other corporation or entity that occurs after the Effective Date, provided
either (a) the other corporation or entity is engaged in the retail
securities brokerage business at the date of the transaction and such
transaction results in the Company not surviving such merger or
consolidation or (b) a substantial change in the senior management of the
Company occurs within six months as a result of the transaction.

     Section 1.6.  "Code" means the Internal Revenue Code of 1986, as
amended.

     Section 1.7.  "Committee" means an administrative committee designated
to administer this Plan in accordance with Article X.

     Section 1.8.  "Company" means The Advest Group, Inc. and any successor
thereto by merger, consolidation, purchase or otherwise.

     Section 1.9.   "Compensation" means the amount of earnings due to the
Participant for the Deferral Period as defined by the Company.
Compensation shall include amounts contributed to a Participant's account
established under the Company's or an Affiliate's 401(k) plan or The Advest
Group, Inc.'s Deferred Compensation Savings and Investment Plan, or any
successor plan(s).

     Section 1.10.  "Deferral Period" means the period beginning on January
1, 1999 and ending on the earliest of: (a) the termination of a
Participant's employment with the Company or an Affiliate, (b) the
termination of the Plan in accordance with Article IX, or (c) December 31,
1999.  In the event that this Plan is extended for additional years under
Section 9.3, "Deferral Period" for purposes of those additional years shall
mean the period beginning on the first day of such year and ending on the
earliest of:  (a) the termination of a Participant's employment with the
Company or an Affiliate, (b) the termination of the Plan in accordance with
Article IX, or (c) the last day of such year.

     Section 1.11.  "Deferred Amount" or "Amount Deferred" means that
portion of a Participant's Compensation a Participant has elected to
receive in the form of Units in accordance with Section 3.1.

     Section 1.12.  "Employee" means any person who is a common-law
employee of the Company or an Affiliate.

     Section 1.13.  "Executive Officer" means any person who is an
"executive officer" for purposes of Section 16 of the 1934 Act.

     Section 1.14.  "Options" means non-qualified stock options to purchase
shares of Stock that are not incentive stock options under Section 422 of
the Code and that are received as a part of a Unit by Participants with
Deferred Amounts.

     Section 1.15.  "Participant" means an Employee participating in the
Plan as provided in Article II.
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     Section 1.16.  "Permanent Disability" means a mental or physical
condition which renders a Participant permanently unable or incompetent to
engage in any substantial gainful activity.

     Section 1.17.  "Plan" means "The Advest Group, Inc. Equity Plan".  The
Plan offered during calendar 1999 may sometimes be referred to as "The
Advest Group, Inc. 1999 Equity Plan," and, in the event that this Plan is
extended for additional years under Section 9.3, the Plan offered during
those additional years may be referred to in a corresponding manner.

     Section 1.18.  "Restricted Stock" means shares of Stock subject to the
restrictions set forth in Article IV that are received as part of a Unit by
Participants with Deferred Amounts.

     Section 1.19.  "Retirement" means the date a Participant retires after
attaining the age of fifty-five.

     Section 1.20.  "Stock" means the common stock of the Company.

     Section 1.21.  "Unit" means a grouping consisting of one share of
Restricted Stock and one Option.

     Section 1.22.  "Unit Price" means the amount of Compensation a
Participant must elect to forego receiving in cash in order to receive a
Unit under the Plan.  Such price shall be the closing price per share of
the Stock portion of the Unit on the Composite Tape of the New York Stock
Exchange on the day the Unit is acquired.

                                ARTICLE II
                                ELIGIBILITY
                                     
     Section 2.1.  Participants.  An Employee eligible to become a
Participant in this Plan for the Deferral Period is any Employee who:

          (a)  is an account executive, other than an account executive in
          the first 36 months of a recruitment loan program (measured as of
          the first day of the Deferral Period), who is a member of the
          Chairman's Council, the Advisory Council, the President's
          Council, or the Associates' Council by the standards the Company
          has set based upon levels of achievement with respect to the last
          complete fiscal year commencing prior to such Deferral Period; or
          
          (b)  is a an Executive Officer or another key employee designated
          by the Chief Executive Officer of the Company on a list provided
          by the Chief Executive Officer to the Committee before the first
          day of the Deferral Period as eligible to participate in the Plan
          ("Key Employees").
          
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     Section 2.2.  Duration of Participation.  A Participant shall cease to
be a Participant on the earliest of: (a) the date all restrictions with
respect to Stock purchased hereunder lapse and all Options purchased
hereunder have terminated, (b) the date such Stock and Options are
forfeited in accordance with Section 4.3 or Section 5.5, or (c) the date
the Plan is terminated in accordance with Article IX.

     Section 2.3.  Reemployment.  Reemployment of a former Participant by
the Company or an Affiliate shall not entitle such individual to become a
Participant in the Plan unless the individual again becomes a Participant
in accordance with Section 2.1, and reemployment of a former Participant by
the Company or an Affiliate shall not result in the restoration of any
Stock or Options previously forfeited by such Participant.

                                ARTICLE III
                                 DEFERRAL
                                     
        Section 3.1.  Amount Deferred.  During the Deferral Period:
                                     
          (a)  A Participant who is a member of the Chairman's Council may
          elect to receive a minimum of 2.5% and a maximum of 10% of his or
          her Compensation in the form of Units.
          
          (b)  A Participant who is (i) a member of the Advisory Council,
          (ii) a member of the President's Council, or (iii) an Executive
          Officer or other Key Employee who had total compensation  of
          $125,000 or more during the calendar year immediately preceding
          the Deferral Period, may elect to receive a minimum of 2.5% and a
          maximum of 7.5% of his or her Compensation in the form of Units.
          
          (c)  A Participant who is (i) a member of the Associates'
          Council, or (ii) a Key Employee other than one described in
          paragraph (b) above, may elect to receive a minimum of 1.5% and a
          maximum of 5% of his or her Compensation in the form of Units.
          
          (d)  In addition to the percentage elections set forth above in
          clause (b) or (c), whichever may be applicable, a salaried Key
          Employee who elects at least the minimum level of investment may
          also elect to receive a greater percentage, up to a maximum
          aggregate of 100%, of his or her Compensation above base salary
          in the form of Units, provided that at no time may the amount of
          Compensation received in the form of Units exceed the maximum
          permitted percentages of Compensation specified in clause (b) or
          (c) above, whichever may be applicable.
          
     Notwithstanding the foregoing, no Participant may elect to receive
during the Deferral Period Units with an aggregate Unit Price in excess of
$50,000, and no further
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Units shall be acquired for Participants under the Plan if such acquisition
would cause the aggregate number of Units sold to exceed 400,000.  If,
based upon Participant elections, the Committee anticipates at the
commencement of the Deferral Period that these aggregate limit is likely to
be exceeded, the Committee may reduce the maximum percentage investments in
a manner it determines to be equitable to all participants.  Participants
will be notified of any reduction applicable to them by the end of the
first month of the Deferral Period.

     Section 3.2.  Receipt of Units.  Amounts deferred hereunder shall be
withheld from a Participant's paycheck in periodic installments. On the
last business day of each month, the total of a Participant's Deferred
Amounts under Section 3.1 shall be applied to acquire Units for such
Participant at the then Unit Price.  No interest or other earnings shall
accrue on amounts deferred prior to acquisition of Units.  Fractional units
may be acquired by a Participant; provided, that the Committee may
establish procedures to eliminate any fractional holdings of Units held on
behalf of Participants as of the last day of the Deferral Period in a
manner equitable to all Participants.

     Section 3.3.  Stock Subject to Purchase.  Shares of Stock subject to
purchase hereunder shall be previously issued shares reacquired by the
Company (including any shares forfeited under this Plan).

                                ARTICLE IV
                             RESTRICTED STOCK
                                     
     Section 4.1.   Stock.  All shares of Restricted Stock shall be held in
the name of The Advest Group, Inc. as escrow agent for Participants.

     Section 4.2.  Restrictions.  The shares of Restricted Stock purchased
hereunder shall be subject to the following restrictions and conditions:

          (a)  Subject to the provisions of the Plan and the Restricted
     Stock Agreements, during the period commencing on the date of the
     acquisition of any shares of Restricted Stock hereunder and
     terminating on the fourth anniversary of the first day of the Deferral
     Period (together with any extensions of such period approved as
     provided herein) (the "Restriction Period"), a Participant shall not
     be permitted to sell, transfer, pledge or assign shares of Restricted
     Stock acquired under the Plan.  One year extensions of the Restriction
     Period for Restricted Stock purchased hereunder will be made at a
     Participant's election, which election must be in writing on a form
     provided by the Committee and must be made no later than one year
     before the Restriction Period would otherwise terminate; provided,
     however, that the Committee may at any time determine that no
     additional extensions of Restriction Periods will be effective.
     
          (b)  A Participant shall have the right to direct the vote of
     such Participant's shares of Restricted Stock during the Restriction
     Period, in
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     accordance with Section 4.4.  A Participant shall have the right to
     receive any regular dividends on such shares of Restricted Stock.  The
     Committee shall in its sole discretion determine a Participant's
     rights with respect to extraordinary dividends on the shares of
     Restricted Stock.
     
          (c)  Shares of Restricted Stock shall be transferred to a
     Participant's brokerage account with Advest, Inc. within a reasonable
     time after, and only after, the Restriction Period shall expire (or
     such earlier time as the restrictions may lapse in accordance with
     Section 4.2(a) or Section 4.3) without forfeiture in respect of such
     shares of Restricted Stock.
     
     Section 4.3.  Termination of Employment.  Subject to the provisions of
Section 4.2(a), the following provisions shall apply to a Participant's
shares of Restricted Stock prior to the end of the Restriction Period
(including extensions):

          (a)  Upon a Participant's death, Permanent Disability, Retirement
     with the written consent of the President or the Chief Executive
     Officer of the Company or the Affiliate by which the Participant is
     employed, voluntary termination of employment more than nine months
     after a Change of Control, or involuntary termination of employment
     (other than a termination for Cause), the restrictions on such
     Participant's Restricted Stock shall immediately lapse, and such
     shares shall be delivered to the Participant or the Participant's
     designated Beneficiary, as the case may be, within a reasonable time
     after the occurrence of any such event.
     
          (b)  Upon a Participant's Retirement without the written consent
     of the President or the Chief Executive Officer of the Company or the
     Affiliate by which the Participant is employed or voluntary
     termination of employment within nine months of a Change of Control,
     the Participant shall forfeit all of such Participant's shares of
     Restricted Stock and receive in return, without interest, a cash
     payment equal to (i) the lesser of:  (1) the aggregate Unit Price for
     such Restricted Stock, and (2) the closing price per share of Stock on
     the Composite Tape of the New York Stock Exchange on the Participant's
     date of termination or Retirement, multiplied by (ii) the number of
     shares of Restricted Stock owned by the Participant.
     
          (c)  If a Participant voluntarily terminates employment (other
     than as set forth in subsections (a) or (b) of this Section 4.3), is
     involuntarily terminated for Cause, or retires prior to attaining the
     age of fifty-five, such Participant shall forfeit such Participant's
     Restricted Stock.
     
     Section 4.4.   Voting Rights.  During the Restriction Period the
shares of Restricted Stock shall be voted by the Chairman of the Committee,
and the Chairman shall vote such shares in accordance with instructions
received from Participants.  Shares as to which no instructions are
received shall be voted by the Chairman proportionately in accordance with
instructions received from Participants in the Plan.
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                                 ARTICLE V
                                  OPTIONS
     Section 5.1.  Issuance.

          (a)  Except with respect to Executive Officers, options received
     as part of a Unit shall be issued to the Participant (or the
     Participant's designated Beneficiary in accordance with Section 5.5(c)
     below) on the first July 1st and January 1st following commencement of
     the Deferral Period, in each case with an exercise price per share
     equal to the closing price per share on the Composite Tape of the New
     York Stock Exchange on the last business day prior to the issuance of
     the Options and covering the purchase of a number of shares of Stock
     equal to the number of shares of Restricted Stock acquired by the
     Participant during the period from January 1st to June 30 (in the case
     of the July 1st grant) or July 1st to December 31st (in the case of
     the January 1st grant).  Options granted to Participants other than
     Executive Officers shall be subject to the terms and conditions
     specified in Section 5.2 to 5.5 below.
     
          (b)  For Executive Officers, options received as part of a Unit
     shall be issued to the Participant (or the Participant's designated
     Beneficiary in accordance with Section 5.5(c) below) promptly
     following the end of the Deferral Period under The Advest Group, Inc.
     1993 Stock Option Plan at an exercise price per share equal to the
     closing price per share on the Composite Tape of the New York Stock
     Exchange on the date of the issuance of the Options and covering the
     purchase of a number of shares of Stock equal to the number of shares
     of Restricted Stock acquired by the Participant during the Deferral
     Period.  Options granted to Participants who are Executive Officers
     shall be subject to the terms and conditions of the 1993 Stock Option
     Plan and, to the extent consistant with the 1993 Stock Option Plan, to
     the terms and conditions specified in Section 5.2 to 5.5 below.
     
     Section 5.2.  Stock Option Certificate.  Recipients of Options shall
receive a notification or certificate, in such form as the Committee shall
determine, which shall set forth, among other things, the exercise price or
prices of the Options (or the formula for determining such exercise price),
the term of the Option and provisions regarding exercisability of the
Options granted thereunder.

     Section 5.3.  Transfer Restrictions.  Options are not transferable
other than by will or the laws of descent and distribution.  During the
lifetime of a Participant, the Options may be exercised only by the
Participant.

     Section 5.4.  Exercise of Options.  Options acquired hereunder will
vest and become exercisable on the sixth anniversary of the first day of
the Deferral Period (unless earlier forfeited or terminated) and will
remain exercisable for a period of twenty-four months, termining on the
last day of the second year.  An Option shall not be exercisable unless
payment in full is made for the shares being acquired thereunder at the
time of exercise; such payment shall be made (a) in United States dollars
by cash or check, or (b) in lieu thereof, unless the Committee shall in its
sole discretion
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determine otherwise, by tendering to the Company Stock owned by the person
exercising the Option (or owned by the person exercising the Option and his
or her spouse, jointly) and acquired more than six months prior to such
tender, and having a fair market value equal to the cash exercise price
applicable to such Option, such fair market value to be determined in such
reasonable manner as may be provided for from time to time by the Committee
or as may be required in order to comply with or to conform to the
requirements of any applicable or relevant laws or regulations, or (c) by a
combination of United States dollars and Stock as aforesaid.

     Section 5.5.  Termination of Employment.  An Option shall not be
exercisable unless the person exercising the Option has been, at all times
during the period beginning with the date of purchase of the Option and
ending on the date of such exercise, an Employee of the Company, except
that:

          (a)  Upon a Participant's death, Permanent Disability, Retirement
     with the written consent of the President or the Chief Executive
     Officer of the Company or the Affiliate by which such Participant is
     employed, voluntary termination of employment more than nine months
     after a Change of Control, or involuntary termination of employment
     (other than a termination for Cause), the Options shall immediately
     vest and shall be exercisable for a period of three months after the
     Participant's termination of employment by the Participant or the
     Participant's designated Beneficiary, as the case may be.
     
          (b)  Upon a Participant's voluntary termination of employment
     (other than as set forth in subsection (a) of this Section 5.5),
     involuntary termination for Cause, retirement prior to attaining the
     age of fiftyfive, or Retirement without the written consent of the
     President or the Chief Executive Officer of the Company or the
     Affiliate by which such Participant is employed, the Participant shall
     forfeit such Participant's unvested Options.
     
          (c)  If a Participant shall have terminated employment for any
     reason after the acquisition of Units hereunder but prior to the
     issuance of the Option portion of such Units, any Option acquired as
     part of the Unit shall be forfeited as provided in subsection (b) of
     this Section 5.5.
     
     
                                ARTICLE VI
                                 ELECTION
                                     
     Section 6.1.   Election.  A Participant as defined in Section 2.1
shall elect the Amount Deferred as defined in Section 3.1 for the Deferral
Period on such forms as the Committee may prescribe according to Section
10.2(h).  Such election shall be made prior to the commencement of the
Deferral Period.

     Section 6.2.  Change of Election.  Following an election by a
Participant made pursuant to Section 6.1 to have an Amount Deferred, such
Participant at any time during the Deferral Period may choose to
discontinue all (but not less than all) Amounts
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Deferred with respect to Compensation due to the Participant during
subsequent calendar quarters of the Deferral Period.  Such election shall
be made on such form as the Committee may prescribe and shall become
effective as of the first day of the calendar quarter following receipt of
such form by the Committee.

                                ARTICLE VII
                 ADJUSTMENTS UPON A CHANGE IN COMMON STOCK
                                     
     In the event of any change in the outstanding Stock of the Company by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or other
similar event if such change equitably requires an adjustment in the number
or kind of shares that may be issued under the Plan, or in the number or
kind of shares subject to, or the option price per share under, any
outstanding Option which has been purchased by any Participant, such
adjustment shall be made by the Committee and shall be conclusive and
binding for all purposes of the Plan.  In no event shall the excess of the
aggregate fair market value of the Stock subject to the Options immediately
after any substitution, exchange or adjustment over the aggregate option
price for such Stock be more than the excess of the aggregate fair market
value of all of the Stock subject to the Option immediately before any such
substitution, exchange or adjustment over the aggregate option price of
such Stock nor shall the adjusted Option give the holder thereof any
additional benefits he did not have under the old Option.

                               ARTICLE VIII
                                WITHHOLDING
                                     
     In the event that the Company determines that it or an Affiliate is
required by law to withhold taxes at any time, including, but not limited
to, upon the exercise of an Option or upon the vesting of shares of
Restricted Stock, the Company shall have the right to require a Participant
to pay to the Company the amount of taxes that the Company or Affiliate is
required to withhold or, in lieu thereof, (a) to retain, or sell without
notice, a sufficient number of shares of Restricted Stock held by it for
the Participant to cover the amount to be withheld, or (b) to withhold the
amount of such taxes from any other sums due or to become due from the
Company or an Affiliate to the Participant upon such terms and conditions
as the Committee shall prescribe.
                                ARTICLE IX
                     AMENDMENT; TERMINATION; EXTENSION
                                     
     Section 9.1.  Power to Amend.  The Board of Directors may amend,
modify, change, or revise the Plan by amendment at any time; provided,
however, that (a) no amendment shall increase the duties or liabilities of
the Board of Directors or the Committee without written consent of each
member and (b) no amendment shall be made without the written covenant of a
Participant if the effect of such amendment would reduce the rights of a
Participant with respect to Units acquired prior to the date of the
amendment.
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     Section 9.2.  Plan Termination.  The continuation of the Plan is not
assumed as a contractual obligation of the Company and the right is
reserved by the Company at any time to discontinue the Plan.  The Plan may
be terminated by the Board of Directors at any time, when in its judgment,
business, financial or other good causes make such termination necessary or
appropriate; such termination to become effective upon the delivery of
notice by the Board of Directors or the Committee to the Participants.

     Section 9.3.  Plan Extension.  The Board of Directors may elect to
continue this Plan for additional years after calendar 1999, in which case
the Plan shall apply to the successive Deferral Periods after calendar 1999
in the same manner as to the calendar 1999 Deferral Period.

                                 ARTICLE X
                        ADMINISTRATION OF THE PLAN
                                     
     Section 10.1.  Authority and Responsibility of the Committee.  The
Board of Directors shall appoint the members of a Committee, which members
shall hold office at the pleasure of the Board of Directors.  Said
Committee shall consist of not less than three nor more than eight members,
any one or more of whom may, but need not, be an officer of the Company.
If there is at any time a vacancy on the Committee for any reason, the
Board of Directors shall fill such vacancy, but the Committee may act
notwithstanding the existence of vacancies as long as there shall continue
to be at least two members of the Committee.  The Committee shall select a
Chairman from among its members.  The Committee shall have overall
responsibility for the administration and operation of the Plan.  The
Committee will have all powers as may be necessary to discharge its duties
hereunder.

     Section 10.2.  Committee Duties.  The Committee, on behalf of the
Participants and all other Beneficiaries of the Plan, will administer and
operate the Plan in accordance with the terms of the Plan and will have all
powers necessary to accomplish that purpose, including, but not limited to,
the following:

          (a)  To issue rules and regulations necessary for the proper
          conduct and administration of the Plan and to change, alter, or
          amend such rules and regulations;
          
          (b)  To construe the Plan;

          (c)  To determine all questions arising in the administration of
          the Plan, including those relating to the eligibility of persons
          to become Participants in accordance with Article II and the
          rights of Participants and their Beneficiaries, and its decisions
          thereon shall be final and binding upon all persons hereunder;
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          (d)  To oversee the retention of records relating to Participants
          and other matters applicable to the Plan;
          
          (e)  To make available to Participants and Beneficiaries upon
          request, for examination during business hours, such records as
          pertain exclusively to the examining Participant (or
          Beneficiary);
          
          (f)  To prescribe procedures to be followed by Participants and
          Beneficiaries in making claims hereunder;
          
          (g)  To make available for inspection and to provide upon request
          at such charge as may be permitted and determined by the Company,
          such documents and instruments, if any, as the Committee deems
          appropriate;
          
          (h)  To prescribe and adopt the use of necessary forms;
          
          (i)  To appoint such agents and other specialists to aid it in
          the administration of the Plan as it deems necessary; and
          
          (j)  To make periodic reports on the operation and administration
          of the Plan to the Board of Directors as may be required in any
          articles of incorporation, charter, or by-laws pertaining to the
          Company.
          
     Section 10.3.  Records.  The regularly kept records of the Committee
and the Company shall be conclusive evidence as to all matters contained
therein applicable to this Plan.

     Section 10.4.  Committee Decisions Final.  The decisions of the
Committee concerning matters within its jurisdiction shall be final,
binding, and conclusive upon the Company and its Affiliates, the
Participants, Beneficiaries and any other person or party interested or
concerned.

     Section 10.5.  Committee as Agent.  The Committee shall act as agent
for the Company in the administration of the Plan.

     Section 10.6.  Plan Expenses.  All clerical, legal and other expenses
of the Plan shall be paid by the Company.

     Section 10.7.  Allocations and Delegations of Responsibility.
          (a)  Delegations.  The Committee shall have the authority to
          delegate, from time to time, all or any part of its
          responsibilities under the Plan to such person or persons as it
          may deem advisable and in the same manner to revoke any such
          delegation of responsibility.  Any action of the delegate in the
          exercise of such delegated responsibilities shall have the same
          force and effect for all purposes herein as if such action had
          been taken by the Committee.  The Board of Directors or the
          Committee shall not be liable for any act or omission of any such
          delegate.  The delegate
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          shall report periodically to the Committee concerning the
          discharge of the delegated responsibilities.
          
          (b)  Allocations.  The Committee shall have the authority to
          allocate, from time to time, all or any part of its
          responsibilities under the Plan to one or more of its members as
          it may deem advisable, and in the same manner to revoke such
          allocation of responsibilities.  Any action of the member to whom
          responsibilities are allocated in the exercise of such allocated
          responsibilities shall have the same force and effect for all
          purposes hereunder as if such action had been taken by the
          Committee.  The Board of Directors or the Committee shall not be
          liable for any acts or omissions of such member.  The member to
          whom responsibilities have been allocated shall report
          periodically to the Committee concerning the discharge of the
          allocated responsibilities.
          
          (c)  Limit on Liability.  Duties and responsibilities which are
          carried out in good faith by the Committee hereunder or which
          have been allocated or delegated pursuant to the terms of the
          Plan or subsections (a) or (b) of this Section 10.7 shall not
          create any liability of the Company, Board of Directors, or
          Committee, or any member thereof.
          
          
                                ARTICLE XI
                         MISCELLANEOUS PROVISIONS
                                     
     Section 11.1.  Merger.  Any successor corporation to the Company, by
merger, consolidation, purchase or otherwise, shall be substituted
hereunder for the Company. This Plan shall be binding on all successors to
and assignsof the Company; provided that such successors or assigns may
terminate the Plan in accordance with the provisions hereof.

     Section 11.2.  Securities Laws.  The Committee may require each person
purchasing shares pursuant to an Option or shares of Restricted Stock to
represent and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof.  The
certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restriction on transfer.  Furthermore, all
certificates for shares of Stock delivered under the Plan shall be subject
to such stock-transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock
is then listed, and any applicable Federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

     Section 11.3.  Indemnification.  The Company shall indemnify and hold
harmless to the extent legally permitted each member of the Board of
Directors, the Committee and each officer and Employee of the Company to
whom are delegated duties, responsibilities, and authority with respect to
the Plan against all claims,
                                   -86-
<PAGE>
liabilities, fines and penalties, and all expenses reasonably incurred by
or imposed upon such delegate or agent (including but not limited to
reasonable attorney fees) which arise as a result of actions or failure to
act in connection with the operation and administration of the Plan.

     Section 11.4.  Contract of Employment.  Nothing contained herein shall
be construed to constitute a contract of employment between the Company or
an Affiliate and any Employee or Participant.  Nothing contained herein
will confer upon any Participant the right to be retained in the service of
the Company or an Affiliate or limit the right of the Company or an
Affiliate to discharge or otherwise deal with any Participant without
regard to the existence of the Plan.

     Section 11.5  Disclosure.  Each Participant shall receive a copy of
the summary of the Plan and the Committee will make available for
inspection by any Participant or Beneficiary a copy of the Plan and any
written procedures used by the Committee in administering the Plan.

     Section 11.6.  Headings.  The headings of Articles and Sections are
included solely for convenience of reference, and if there is any conflict
between such headings and the text of the Plan, the text shall control.

     Section 11.7.  Invalidity of Certain Provisions.  If any provision of
the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions, to the extent
invalid or unenforceable, had not been included.

     Section 11.8.  Law Governing.  The Plan shall be construed and
enforced according to the laws of the State of Connecticut (other than its
laws respecting choice of law).

     Section 11.9.  Limitation on Liability.  Neither the Company nor any
agent or representative of the Company who is an employee, officer, or
director of the Company in any manner guarantees the payments to be made
under the Plan against loss or depreciation, and to the extent not
prohibited by federal law, none of them shall be liable (except for his own
gross negligence or willful misconduct), for any act or failure to act,
done or omitted in good faith, with respect to the Plan.  The Company shall
not be responsible for any act or failure to act of any agent appointed to
administer the Plan.
                                   -87-
<PAGE>
     Section 11.10.  Gender.  Except when otherwise indicated by the
context, any masculine terminology herein shall also include the feminine,
and the definition of any term herein in the singular shall also include
the plural.


                              THE ADVEST GROUP, INC.




                              By:_____________________________
                                 Allen Weintraub
                                 Chief Executive Officer



ATTEST:



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