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										Exhibit 10(j)










                            The Advest Thrift Plan


                              Amended and Restated
                        Effective as of January 1, 1999







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                                Table of Contents
                                                                Page
ARTICLE I	 Establishment of the Plan		                         			 1
1.1	Establishment of the Plan						                                1
1.2	Applicability of the Plan					                               	 1

ARTICLE II	 Definitions	                                    						 1

ARTICLE III	 Administration		                                					 5
3.1	Committee									                                             5
3.2	Named Fiduciary	                                       							 5
3.3	Powers of the Committee							                                 5
3.4	Delegation of Duties							                                    5
3.5	Administrator								                                          5
3.6	Agent for Service								                                      5
3.7	Action by Majority							                                      5
3.8	Secretary; Action by Single Member					                        5
3.9	Member's Own Participation                              						 5
3.10	Records									                                              6
3.11	Compensation; Agents							                                   6
3.12	Bonding; Liability of Committee					                          6
3.13	Fiduciary Responsibility						                                6

ARTICLE IV	 Participation and Enrollment                     					 6
4.1	Service Requirement	                                    						 6
4.2	Entry										                                                6
4.3	Termination of Active Participation					                       6
4.4	Re-entry After Ceasing to be an Active Participant		           6

ARTICLE V	 Contributions	                                   						 7
5.1	Employer Contributions							                                  7
5.2	Employee Contributions							                                  7
5.3	Actual Deferral Percentage Test					                           7
5.4	Adjustment to Actual Deferral Percentage Tests			              8
5.5	Actual Contribution Percentage Tests				                       9
5.6	Adjustment to Actual Contribution Percentage Tests		          10
5.7	Crediting of 401(k) Account Contributions to Participants	    11
5.8	Allocations of ESOP Contributions				                        	11
5.9	Release of Shares for Allocation					                         11
5.10	Allocation of Dividends							                               11
5.11	Pass-Through of Dividends						                              12
5.12	Rollovers and Transfers							                               12
5.13	Allocation of Forfeitures                              						12
5.14	Limitation									                                          12
5.15	Special Transfers								                                    13

ARTICLE VI	 Vesting	                                       							13
6.1	Vesting									                                              13

ARTICLE VII	 Investment Elections	                           					13
7.1	Investment of Contributions						                             13

ARTICLE VIII	 Withdrawals		                                   				14
8.1	Hardship Withdrawals							                                   14

ARTICLE IX	 Loans		                                         						14
9.1	Loans									                                               	14
9.2	Rate of Interest								                                      15
9.3	Committee Approval							                                     15
9.4	Loan Collateral							                                       	15
9.5	USERRA Compliance								                                     15

ARTICLE X	 Payment of Benefits	                              					15
10.1	Payment Options								                                      15
10.2	Commencement of Benefit Payments					                        16
10.3	Form of Payment to Participants					                         16
10.4	Put Option									                                          16
10.5	Protections and Rights							                                17
10.6	Protections and Rights Nonterminable			                     	17
10.7	Fair Market Value							                                    	17
10.8	Special Distribution and Payment Requirements			             17
10.9	Special Distributions to Qualified Participants			           17
10.10	Change of Payment Method					                              	18
10.11	Consent to Distributions						                              18
10.12	Direct Transfers								                                    18
10.13	Forfeitures									                                        18

ARTICLE XI	 Death Benefits		                                   			18
11.1	Distribution Upon Death							                               18
11.2	Designation of Beneficiary						                             19

ARTICLE XII	 Stock Rights of Participants                    					19
12.1	Voting Rights								                                        19
12.2	Rights on Tender or Exchange Offer					                      19
12.3	Rights in Event of Default						                             20

ARTICLE XIII	 Termination of Plan	                            				20
13.1	Termination									                                         20
13.2	Distribution								                                         20
13.3	Final Expenses								                                       20

ARTICLE XIV	 Amendment of Plan	                              					20
14.1	Amendment									                                           20
14.2	Trustee								                                              20
14.3	Change in Vesting								                                    20

ARTICLE XV	 Claims Procedure				                               			21
15.1	Claims								                                              	21
15.2	Notice of Denial								                                     21
15.3	Review									                                              21

ARTICLE XVI	 The Trustee		                                   					21

ARTICLE XVII	 Miscellaneous Provisions                        				22

ARTICLE XVIII	 Top-Heavy Plan Provisions                      				22
18.1	Compensation								                                         22
18.2	Key Employee								                                         22
18.3	Top-Heavy Plan							                                        22
18.4	Top-Heavy Ratio								                                      23
18.5	Permissive Aggregation Group						                           23
18.6	Required Aggregation Group						                             23
18.7	Determination Date							                                    23
18.8	Determination Period							                                  23
18.9	Valuation Date								                                       23
18.10	Special Provisions							                                   23

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                                  ARTICLE I
                          Establishment of the Plan

1.1 Establishment of the Plan.  The Advest Group, Inc. hereby amends and
restates The Advest Thrift Plan (hereinafter referred to as the "Plan"),
effective as of January 1, 1999.

1.2 Applicability of the Plan.  The provisions set forth herein are applicable
only to Employees in the employ of the Company on or after the Effective Date
(except as otherwise indicated).

                                 ARTICLE II
                                 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:

2.1 "Account" shall mean the 401(k) Account and ESOP Account of a Participant
whether or not such accounts have actually been combined into one account.

2.2 "Accrued Benefit" shall mean the balance of a Participant's Account.

2.3 "Act" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all regulations issued pursuant thereto.

2.4 "Active Participant" shall mean an Employee who is eligible to participate
in the Plan and has become and continues to be an Active Participant in the Plan
under the terms of Article IV hereof; provided, however, that for purposes of
Section 5.1, an "Active Participant" shall mean an Employee who is eligible to
be allocated Employer contributions under Section 5.1.

2.5 "Administrator" shall mean the person or persons designated by the
Committee, pursuant to Section 3.5 hereof, as the Administrator of the Plan,
within the meaning of Section 3 (16)(a) of the Act.

2.6 "Affiliate" shall mean (i) a member of a controlled group of corporations,
as defined in Section 1563(a) of the Code, determined without regard to Sections
1563(a)(4) and 1563(e)(3)(C), of which the Company is a member or (ii) an
unincorporated trade or business which is under common control with the Company
as determined in accordance with Section 414(c) of the Code.  Notwithstanding
the foregoing, for purposes of applying the contribution limitation set forth in
Section 5.14 hereof, any determination under Section 1563 of the Code shall be
made assuming the phrase "more than 50 percent" was substituted for the phrase
"at least 80 percent" each place it appears in Section 1563(a)(1) of the Code.

2.7 "Beneficiary" shall mean a Participant's surviving spouse, if any, or any
other person designated by a Participant who is entitled to receive any benefits
payable hereunder upon the Participant's death pursuant to Section 11.2 hereof,
or the executor or administrator of the Participant's estate if there is no
surviving spouse and if no other Beneficiary shall have been effectively
designated by the Participant.

2.8 "Board" shall mean the Board of Directors of the Company or its Executive
Committee.

2.9 "1-Year Break in Service" shall mean the failure of an individual to
complete more than 500 Hours of Service in a Plan Year; provided, however, that
for the short Plan Year beginning October 1, 1992 and ending December 31, 1992,
a 1-Year Break in Service shall mean the period from January 1, 1992 to December
31, 1992 during which an Employee fails to complete more than 500 Hours of
Service.  For purposes of this Section 2.9 only, an Employee who is absent from
work will be credited with an Hour of Service either during the Plan Year in
which such absence commences, or, if the Employee would not have incurred a 1-
Year Break in Service in such Plan Year without regard to this sentence, during
the following Plan Year, for each hour, based on the Employer's standard work
week and work day as in effect from time to time, during which such Employee is
absent from work by reason of (i) the pregnancy of the Employee, (ii) the birth
of a child of the Employee, (iii) the placement of a child with the Employee in
connection with the Employee's adoption of such child, or (iv) the need for
caring for a child referred to in clause (ii) or (iii) immediately following
such birth or placement, but only if the Participant has furnished to the
Administrator such timely information as may be reasonably required to establish
that the absence from work is for one or more of the reasons described in
clauses (i) through (iv).

2.10  		"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and all regulations issued pursuant thereto.

2.11 "Code Section 415 Compensation" shall mean the Participant's wages and
salaries for personal services actually rendered in the course of employment
with the Employer maintaining the Plan paid or accrued during the Plan Year.
Code Section 415 Compensation shall exclude (a)(1) contributions made by the
Employer to a plan of deferred compensation to the extent that, before the
application of the Code Section 415 limitations to the Plan, the contributions
are not includable in the gross income of the Employee for the taxable year in
which contributed, (2) Employer contributions made on behalf of an Employee to a
simplified employee pension plan described in Code Section 408(k) to the extent
such contributions are excludable from the Employee's gross income, and (3) any
distributions from a plan of deferred compensation regardless of whether such
amounts are includable in the gross income of the Employee when distributed
except any amounts received by an Employee pursuant to an unfunded non-qualified
plan to the extent such amounts are includable in the gross

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income of the Employee; (b) amounts realized from the exercise of a non-
qualified stock option or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture; (c) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and (d)
other accounts which receive special tax benefits, such as premiums for group
term life insurance (but only to the extent that the premiums are not includable
in the gross income of the Employee), or contributions made by the Employer
(whether or not under a salary reduction agreement) towards the purchase of any
annuity contract described in Code Section 403(b) (whether or not the
contributions are excludable from the gross income of the Employee).

For purposes of this Section, the determination of "415 Compensation" shall be
made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includable in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
457(b), and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

2.12 "Committee" shall mean the Administrative Committee established pursuant to
Section 3.1 hereof.

2.13 "Company" shall mean The Advest Group, Inc. or any successor corporation or
business organization that assumes the obligations of the Plan with respect to
its employees.

2.14 "Compensation" shall mean the base pay, plus any premiums for overtime or
night work, plus any additional compensation under any bonus or incentive plans
paid to an Employee during the Plan Year, including any salary deferrals under a
plan intended to meet the requirements of either Section 401(k) or Section 125
of the Code, but excluding any deferrals under nonqualified plans.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit.  The OBRA '93 annual compensation limit
is $150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with Code Section 401(a)(17)(B).  The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation and 414(s) Compensation is determined (a "determination
period") beginning in such calendar year.  If a determination period consists of
fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.

Any reference in this Plan to the limitation under Code Section 401(a)(17) shall
mean the OBRA '93 annual compensation limit set forth in this provision.

2.15 "Effective Date" shall mean January 1, 1999.

2.16 "Employee" shall mean any person employed by the Employer, excluding any
person hired or retained on a contract basis.

2.17 "Employer" shall mean the Company and each Affiliate that has adopted the
Plan or otherwise agreed to participate in the Plan, provided that the Board has
approved the participation of such Affiliate under the Plan.

2.18 "Entry Date" shall mean the first day of any month.

2.19 "ESOP Account" shall mean the account kept for a Participant, which
reflects amounts attributable to contributions made to the Plan prior to
December 31, 1992, amounts transferred to the Plan from The Advest Group, Inc.
Employees' Retirement Plan attributable to amounts transferred to such plan from
The Advest Group, Inc. Employee Stock Ownership Plan which was in effect on
September 30, 1984, any amounts contributed to the Plan on or after December 31,
1992 pursuant to Section 5.1(a), and any forfeitures of any such amounts
allocated pursuant to Section 5.13.

2.20 "ESOP Compensation" shall mean the total payments received by a Participant
from the Employer during the Plan Year and reportable on his Internal Revenue
Service Form W-2, including any amounts deferred by a Participant under a
qualified cash or deferred arrangement maintained by the Employer pursuant to
Section 401(k) of the Code and the amount of any reduction in a Participant's
compensation under a cafeteria plan maintained by the Employer pursuant to
Section 125 of the Code, and excluding amounts in excess of $60,000, multiplied
by the sum of one (1) plus a fraction, the numerator of which is the
Participant's Years of Service (not to exceed twenty (20)) and the denominator
of which is forty (40).

2.21 "Fiduciary" shall mean any person (i) who exercises any discretionary
authority or discretionary control respecting management of the Plan or any
authority or control respecting management or disposition of assets held under
the Plan but shall not include a Participant exercising such authority or
control solely by reason of investment of his own Account under Article VII of
this Plan; (ii) who renders investment advice, direct or indirect, as to assets
held under the Plan or has any authority or responsibility to do so; or (iii)
who has any discretionary authority or discretionary responsibility in the
administration of the Plan, within the meaning of Section 4975(e)(3) of the
Code.

2.22 "401(k) Account" shall mean the account kept for a Participant, which
reflects the Participant's Account excluding the Participant's ESOP Account.

2.23 "414(s) Compensation" shall mean, with respect to any Employee, his
deferred compensation plus Code Section 415 Compensation paid during a Plan

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Year.  The amount of 414(s) Compensation with respect to any Employee shall
include 414(s) Compensation during the twelve (12) month period ending on the
last day of the Plan Year, except that for Plan Years beginning prior to January
1, 1990, 414(s) Compensation shall only be recognized as of an Employee's
effective date of participation in the Plan.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
414(s) Compensation of each Employee taken into account under the Plan shall not
exceed the OBRA '93 annual compensation limit.  The OBRA '93 annual compensation
limit is $150,000, as adjusted by the Commissioner for increases in the cost of
living in accordance with Code Section 401(a)(17)(B).  The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which Compensation and 414(s) Compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

Any reference in this Plan to the limitation under Code Section 401(a)(17) shall
mean the OBRA '93 annual compensation limit set forth in this provision.

2.24 "Highly Compensated Employee" shall mean an Employee who performed services
for the Employer during the determination year and is in one or more of the
following groups:

(a) Employees who at any time during the determination year or look-back year
were five-percent owners of the Employer.  Five-percent owner means any person
who owns (or is considered as owning within the meaning of Section 318 of the
Code) more than five percent of the outstanding stock of the Employer or stock
possessing more than five percent of the total combined voting power of all
stock of the Employer.  In determining percentage ownership hereunder, employers
that would otherwise be aggregated under Sections 414(b), (c), (m) or (o) of the
Code shall be treated as separate employers.

(b) Employees who received Code Section 415 Compensation during the look-back
year from the Employer in excess of $80,000 (as adjusted at the same time and in
the same manner as provided under Section 415(d) of the Code).

The "determination year" shall be the Plan Year for which testing is being
performed, and the "look-back year" shall be the immediately preceding twelve-
month period.

The dollar threshold amount specified in (b) above shall be adjusted at such
time and in the same manner as under Code Section 415(d), except that the base
period shall be the calendar quarter ending September 30, 1996.  In the case of
such an adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "look-back year" begins.

2.25 "Highly Compensated Participant" shall mean any Highly Compensated Employee
who is eligible to participate in the Plan.

2.26 "Hour of Service" shall mean (i) each hour for which an individual is
directly or indirectly paid, or entitled to payment, by the Company or an
Affiliate, for the performance of duties, such hours to be credited to the
individual for the Plan Year in which the duties were performed, the foregoing
not to include holiday, vacation, sickness or disability time; (ii) each hour
for which an individual is directly or indirectly paid, or entitled to payment,
by the Company or an Affiliate for reasons (such as holidays, vacation, sickness
or disability) other than the performance of duties (to be credited in
accordance with Labor Department Regulation 2530.200b-2(c) or any successor
regulation); (iii) each hour, for which the individual is not otherwise
credited, for which back pay, irrespective of mitigation of damages, has been
either awarded or agreed to by the Company or an Affiliate, such hours to be
credited to the individual for the Plan Year to which the award or agreement
pertains rather than the Plan Year in which the award, agreement or payment is
made, and (iv) each hour, based on the Company's or an Affiliate's standard work
week and work day as in effect from time to time, during which the individual is
absent from work on account of:

(a) a leave of absence granted by the Company or an Affiliate for sickness or
disability, provided the individual returns to work with the Company or an
Affiliate within one week after the expiration of such leave of absence; and

(b) a leave of absence granted by the Company or an Affiliate for service in the
Armed Forces, provided the individual returns to work with the Company or an
Affiliate, under circumstances in which his rights to return are protected under
the terms of applicable Federal law, within 90 days, either:

(1) after having become entitled to release from active service in the Armed
Forces; or

(2) after release from hospitalization continuing for a period of not more than
one year after discharge from active service in the Armed Forces.
such hours to be credited to the individual for the Plan Year in which the
absence occurred.  In determining Hours of Service for the purpose of clause
(ii) above, the provisions of Labor Department Regulation 2530.200b-2(b) or any
successor regulation shall be applicable.

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2.27 "Investment Date" shall mean the scheduled purchase dates determined by the
Committee, occurring not less frequently than once per month.

2.28 "Investment Vehicle" shall mean one or more of the following:

(a) "Equity Funds" which shall be invested in common stock and other equity
securities.  Equity funds can include funds generally viewed as conservative,
growth oriented or aggressive.

(b) "Balanced Funds" which shall be invested in a balanced mixture of equity and
fixed income securities.  Balanced Funds can include funds generally viewed as
conservative or growth oriented.

(c) "Fixed Funds" which shall be invested in fixed income securities.  Fixed
Funds can include funds generally viewed as conservative.

(d) "Cash Funds" shall include money market funds and interest bearing accounts.

(e) "GIC Funds" which shall be invested in guaranteed investment contracts
(GICs) issued by insurance companies.

(f) Any securities which the Committee may determine to be a permissible
investment, subject to the conditions set forth in Section 7.1 hereof; provided,
that until the Committee otherwise determines, the following shall be
permissible investments:  any investment in U.S. Treasury bills, notes and other
obligations; certificates of deposit; and zero coupon instruments.

2.29 "Non-Highly Compensated Participant" shall mean any Participant who is not
a Highly Compensated Employee.

2.30 "Normal Retirement Date" shall mean the date of a Participant's 65th
birthday.

2.31 "Participant" shall mean an individual (i) who is an Active Participant or
(ii) is a former Active Participant with an interest under the Plan.

2.32 "Plan Year" shall mean each twelve-month period ending on December 31.

2.33 "Shares" shall mean shares of common stock of the Company, which are
"qualifying employer securities" within the meaning of Sections 409(l) and
4975(e)(8) of the Code, or any successor sections.

2.34 "Stock Obligation" shall mean indebtedness arising from any extension of
credit to the Plan or the Trust obtained for the purpose of buying Shares.

2.35 "Total Disability" shall mean that disability which qualifies an Employee
to be considered a total and permanently disabled Employee as determined by the
Social Security Administration to be eligible to receive disability income
benefits under Title II of the Social Security Act, as amended from time to
time.

2.36 "Trust" shall mean the trust created by the trust agreement, as amended
from time to time, entered into by the Company and the Trustee for the purpose
of holding the Trust Fund.

2.37 "Trustee" shall mean the person or persons who may at any time be acting as
trustee or trustees of the Trust.

2.38 "Trust Fund" shall mean all funds received by the Trustee from the Employer
or any Participant or as a rollover amount as defined in Section 402(a)(5),
403(a)(4), 408(d)(3) or 409(b)(3)(C) of the Code, pursuant to the terms hereof,
together with all income, profits and increments thereon, and less any expenses,
losses and payments therefrom.

2.39 "USERRA" means the Uniformed Services Employment and Reemployment Rights
Act of 1994.  Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).

2.40 "Unallocated Stock Account" shall mean the account maintained pursuant to
Section 5.9 hereof.

2.41 "Valuation Date" shall mean the close of business on the last business day
of each month, and such other date or dates determined by the Committee, in its
discretion.  The assets of the Plan shall be valued, and each Participant's
Account shall be adjusted for income or loss on each Valuation Date.

2.42 "Year of Service" shall mean each Plan Year during which the Employee has
completed not less than 1,000 Hours of Service, including any such Plan Year
prior to the Effective Date.  For the short Plan Year which commenced October 1,
1992, an individual shall be credited with a Year of Service upon completion of
1,000 Hours of Service during the 12-month period that began January 1, 1992 and
ended December 31, 1992.

Years of Service with Ironwood Capital Partners Ltd. and its affiliated
corporations shall be recognized for purposes of eligibility and vesting.  Years
of Service with Newhard, Cook & Co. Incorporated shall be recognized for
purposes of eligibility.   In addition, the Committee may designate in writing
other organizations for which Years of Service with will be recognized for
purposes of eligibility and/or vesting.

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.

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                               ARTICLE III
                              Administration

3.1 Committee.  The Board shall appoint the members of a Committee to be known
as the Administrative Committee, which members shall hold office at the pleasure
of the Board.  Said Committee shall consist of not less than 3 nor more than 10
members, any one or more of whom may, but need not, be an officer of the Company
or any Affiliate.  If there is at any time a vacancy on the Committee for any
reason, the Board or Chief Executive Officer of the Company shall fill such
vacancy, but the Committee may act notwithstanding the existence of vacancies as
long as there shall continue to be at least three members of the Committee.
The Committee may select a Chairman from among its members.

3.2 Named Fiduciary.  The Committee is hereby designated the Named Fiduciary of
the Plan, within the meaning of Section 402(a) of the Act, and subject to the
provisions hereof, shall have the authority to control and manage the operation
and administration of the Plan.

3.3 Powers of the Committee.  The Committee shall have all powers necessary to
determine in its sole discretion all questions concerning the administration of
the Plan, including without limitation questions of eligibility of Employees,
funding policy and the amount of any benefits payable hereunder.  In addition,
the Committee shall have full authority to interpret and apply the provisions
hereof, including without limitation authority to correct any defects or
omissions or reconcile any inconsistencies herein, in such a manner and to such
an extent as it shall deem necessary or desirable to effectuate the Plan.  The
Committee may make such rules and regulations for the administration of the Plan
and the interpretation and application of the provisions hereof, as it deems
necessary or desirable.  Subject to the provisions of Article XIV hereof, any
determination by the Committee within the scope of its authority and any action
taken thereon in good faith shall be conclusive and binding on all persons.

3.4 Delegation of Duties.  The Committee shall have authority in its sole
discretion to designate or appoint, from time to time, in writing (i) persons to
render advice to it with regard to any responsibility it has under the Plan, and
(ii) persons to carry out specified fiduciary responsibilities for the operation
and administration of the Plan, other than any responsibility concerning the
assets of the Plan provided for in the trust agreement creating the Trust.  Any
such person shall serve at the pleasure of the Committee and may delegate any of
its powers and duties to any person referred to in clause (ii) above, subject to
the limitation contained therein.  Any such delegation of powers and duties
shall be made and acknowledged in writing.

3.5 Administrator.  The Committee shall designate an Administrator of the Plan
who may, but need not be, an officer of the Company or any Affiliate.  In
addition to carrying out any duties required of the Administrator by applicable
provisions of the Act, the Administrator shall prepare and file, or cause to be
prepared and filed, such reports, descriptions, summaries and statements (which
may consist of copies of regularly issued broker-dealer statements with respect
to the accounts) to Participants and Beneficiaries as may be necessary or
desirable, within the time specified thereof.  Any delegation of duties to the
Administrator by the Committee shall be made and acknowledged in writing.  The
Administrator shall serve at the pleasure of the Committee and may resign by
delivering written notice to the Committee.  If at any time there shall be a
vacancy in the position of the Administrator, the Chairman of the Committee
shall serve as Administrator until said position has been filled as herein
provided, (or, if no Chairman has been designated, the Director of Human
Resources at Advest).

3.6 Agent for Service.  The Administrator shall be the agent for service of
legal process in connection with any claim or proceeding relating to the Plan.

3.7 Action by Majority.  Any action which the Committee is authorized or
required to take may be taken by a majority of the members of the Committee then
holding office.  The action of such majority of the members of the Committee,
expressed by a vote at a meeting, or in writing without a meeting, shall
constitute the action of the Committee, and shall have the same effect for all
purpose as if assented to by all the members of the Committee then holding
office.

3.8 Secretary; Action by Single Member.  The Committee may from time to time
appoint a Secretary, who may or may not be a member of the Committee and who
shall serve at the pleasure of the Committee and may resign by delivering
written notice to the Committee.  The Committee may from time to time authorize
any one or more of its members to execute any document on behalf of the
Committee.  The Committee shall certify to the Trustee the name of any such
member authorized to act for it in its relationship with the Trustee and the
extent and duration of such authorization.

3.9 Member's Own Participation.  The member of the Committee who is also a
Participant shall not vote on the exercise of any rights or options or any other
matter with respect to his individual rights as a Participant; provided,
however, that this prohibition shall not be construed as preventing such member
from voting on matters which affect all or a broad category of Participants.

3.10 Records.  The Committee shall keep such records of its proceedings and acts
as may in its discretion be necessary or desirable for the proper administration
of the Plan.  The Committee shall make available to each Participant or
Beneficiary, for examination at its principal office or such other place as the
Committee may in its sole discretion decide is necessary or desirable to make
available all pertinent records to such Participant or

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Beneficiary, such of its records as may pertain to such Participant or
Beneficiary, and such Participant or Beneficiary shall have the right to examine
the same during normal business hours.  The Company may at any time inspect the
records of the Committee or have the same inspected by an agent or Employee and
may at any time demand an accounting from the Committee.

3.11 Compensation; Agents.  Any members of the Committee may be paid such
reasonable compensation for attending meetings of the Committee as may be voted
by the Board in its sole discretion.  All expenses properly attributable to the
operations and administration of the Plan, including fees paid to agents,
advisors, counsel, investment managers and other persons designated or appointed
by the Committee to assist it, shall be paid by the Employer.

3.12 Bonding; Liability of Committee.  The Committee, or the Administrator, if
so directed by the Committee, shall insure that each Fiduciary of the Plan,
including each member of the Committee, is bonded in accordance with applicable
laws, rules or regulations, including without limitation Section 412 of the Act.
The Employer shall indemnify and hold harmless each member of the Committee, the
Administrator, and any other Fiduciary with respect to the Plan, if he is, or
was at the time of the acts or failure to act in question, a director, officer
or Employee of the Employer, from any liability, claim, demand, suit or action
of any type, including without limitation reasonable attorneys' fees, arising
from any action or failure to act, provided that such persons acted in good
faith, in a manner he reasonably believed to be in the best interests of the
Plan and consistent with the provisions of the Plan and, with respect to any
criminal action or proceeding, that he had no reasonable cause to believe his
conduct was unlawful.

3.13 Fiduciary Responsibility.  Any Fiduciary with respect to the Plan shall
discharge his duties solely in the interest of the Participants and
Beneficiaries for the exclusive purpose of providing benefits to Participants
and Beneficiaries and defraying reasonable expenses of administering the Plan.
In addition, any Fiduciary with respect to the Plan shall discharge his duties
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such
matters would use in the conduct of any enterprise of a like character with like
aims.

                              ARTICLE IV
                       Participation and Enrollment

4.1 Service Requirement.  Effective April 1, 1999, every Employee of the
Employer who is scheduled to work at least 20 hours per week and who is not
classified by the Employer as a "temporary employee" shall be eligible to
participate in the Plan as of the Entry Date coinciding with or next following
the date the Employee first becomes an Employee. Notwithstanding the foregoing,
an Employee shall not be eligible to be allocated Employer contributions under
Section 5.1, and an Employee scheduled to work less than 20 hours per week or
who is classified by the Employer as a "temporary employee" shall not be
eligible to participate in the Plan at all, until the Entry Date coinciding with
or next following the date one year following the date the Employee first
completed an Hour of Service if he has completed 1,000 Hours of Service within
that consecutive 12-month period, or if he has not completed 1,000 Hours of
Service during that initial 12 consecutive months, the end of the first Plan
Year in which he completes at least 1,000 Hours of Service.

If an individual associated with an Affiliate that has not adopted the Plan
meets the requirements of the preceding paragraph but is not an Employee of the
Employer on the applicable Entry Date, he shall be eligible to participate in
the Plan in accordance with the preceding paragraph as of the date he
subsequently becomes an Employee of the Employer.

4.2 Entry.  Every Employee on the Effective Date who met the requirement of
Section 4.1 hereof shall be eligible to participate in the Plan as of that date.
Each Employee who is eligible to participate in the Plan shall become an Active
Participant as of the first Entry Date after he becomes eligible.  The Committee
shall notify each Employee of his eligibility to participate in the Plan as of
the applicable Entry Date upon meeting the requirement of Section 4.1 hereof.

4.3 Termination of Active Participation.  If an Employee who is an Active
Participant in the Plan ceases to be an Employee he shall cease to be an Active
Participant.

4.4 Re-entry After Ceasing to be an Active Participant.  If an Active
Participant ceases to be an Employee but thereafter again becomes an Employee,
he shall again become an Active Participant as of the date on which he again
becomes an Employee.

                              ARTICLE V
                            Contributions

5.1 Employer Contributions.

(a) The Employer shall contribute to the Plan (for allocation to Participants'
ESOP Accounts) for each Plan Year, within the time prescribed by law for filing
of the income tax return for the Company's fiscal year, including any extensions
thereof, in cash or Shares as determined by the Board, such amount as shall be
determined by the Board; provided, however, that the Employer shall contribute
in cash to the Plan hereunder amounts sufficient to pay, as they become due, all
currently maturing obligations under any Stock Obligation and all amounts
required under any contributions agreement between the Employer and the Trustee.

(b) The Employer shall contribute to the Plan (for allocation to Participant's
401(k) Accounts) for each Plan Year, within the time prescribed by law for

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filing of the income tax return for the Company's fiscal year, including
extensions thereof, an amount on behalf of each Active Participant, as
determined by the Board, subject to the limitations of Section 5.14 hereof,
according to one or both of the following formulas:

(1) The Employer Percentage Contribution Formula.  The Employer shall contribute
an amount determined by the Board, which shall be allocated among the 401(k)
Accounts of each Active Participant in proportion to such Active Participant's
Compensation earned while an Active Participant.  Such contribution made for any
month  shall only be allocated to Participants who receive pay on the last pay
day of such month and such contribution made for any year shall only be
allocated to Participants who receive pay on the last pay day of such year.

(2) The Employer Matching Contribution Formula.  The Employer shall contribute
to the Plan an amount to be allocated among the 401(k) Accounts of each Active
Participant for each Active Participant equal to such Active Participant's
Employee contributions, not in excess of 2% of such Active Participant's
Compensation earned while an Active Participant, which are collected by payroll
deduction.  Such contribution shall only be allocated to Participants with
respect to Employer contributions made for a month if such Participants receive
pay on the last pay day of such month and with respect to Employer contributions
made for a year if such Participants receive pay on the last pay day of such
year.

5.2 Employee Contributions.  Each Active Participant may contribute to the Plan
in any Plan Year such amount as he may determine to be desirable; provided,
however, that such contributions may not exceed $7,000 in a calendar year (as
adjusted at the same time and in the same manner as provided under Section
415(d) of the Code in accordance with Treasury Regulations).

Notwithstanding the above, the amount of each Active Participant's contribution
for any Plan Year which is collected for the Plan by payroll deductions shall
not exceed 15% of such Active Participant's Compensation or such other
percentage as the Committee may from time to time determine.  The minimum
payroll deduction amount shall be determined by the Committee but shall in no
event be less than $20.00 a month.  Within the permissible limits, each
Participant shall determine the amount of his payroll deduction by written
direction to the Committee within 30 days after becoming a Participant.
Thereafter, the Active Participant may change the amount of his payroll
deduction contribution quarterly, or more frequently as permitted on a uniform
basis by the Committee,  by filing another written direction with the Committee
within 30 days after the Plan's Entry Dates, or at such other times permitted by
the Committee.  Such contributions shall be paid by the Employer to the Active
Participant's 401(k) Account not less frequently than once every 30 days.

In addition to, or exclusive of, payroll deduction contributions, Active
Participants may make lump-sum contributions from specific payroll periods to
the Plan by written direction to the Committee at time periods as determined by
the Committee and within the time prescribed by law for filing of the income tax
return of the Company's fiscal year, including extensions.

5.3 Actual Deferral Percentage Test.

(a) For this Article V to maintain its status as a qualified cash or deferred
arrangement pursuant to Section 401(k) of the Code, the Actual Deferral
Percentage for Highly Compensated Participants (as defined below) for each Plan
Year must bear a relationship to the Actual Deferral Percentage for all other
eligible employees for such Plan Year which meets one of the following tests:

(1) The Actual Deferral Percentage of the Highly Compensated Participant group
shall not be  more than the Actual Deferral Percentage of the Non-Highly
Compensated Participant group multiplied by 1.25, or

(2) The excess of the Actual Deferral Percentage of the Highly Compensated
Participant group over the Actual Deferral Percentage of the Non-Highly
Compensated Participant group shall not be more than two percentage points.
Additionally, the Actual Deferral Percentage of the Highly Compensated
Participant group shall not exceed the Actual Deferral Percentage of the Non-
Highly Compensated Participant group multiplied by 2.  The provisions of Section
401(k)(3) of the Code and Treasury Regulations Section 1.401(k)-1(b) are
incorporated herein by reference.  In order to prevent the multiple use of the
alternative method described in this paragraph and in Section 401(m)(9)(A) of
the Code, any Highly Compensated Participant eligible to make Employee

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contributions pursuant to this Plan or to receive Employer matching
contributions under this Plan or under any other plan maintained by the Employer
or an Affiliate shall have his actual contribution ratio reduced pursuant to
Treasury Regulations Section 1.401(m)-2, the provisions of which are
incorporated herein by reference.

(b) For the purpose of this Section 5.3, "Actual Deferral Percentage" for a Plan
Year means, with respect to the Highly Compensated Participant group and Non-
Highly Compensated Participant group, the average of the ratios, (calculated
separately for each Active Participant in such group) of:

(1) The Employee contributions and Employer contributions designated as Employee
contributions (if any) allocated to each Highly Compensated Participant's
Account for such Plan Year (and contributed to the Plan within 12 months
following the end of the Plan Year) and to each Non-Highly Compensated
Participant's Elective Account for the preceding Plan Year (and contributed to
the Plan within 12 months following the end of the Plan Year); to

(2) The Active Participant's 414(s) Compensation for such Plan Year or preceding
Plan Year respectively.

The actual deferral ratio for each Active Participant and the Actual Deferral
Percentage for each group shall be calculated to the nearest one-hundredth of
one percent.  Employee contributions allocated to each Non-Highly Compensated
Employee's Account for the preceding Plan Year shall be reduced by excess
Employee contributions for the preceding Plan Year to the extent such excess
amounts arise under this Plan or any other plan maintained by the Employer.

(c) For the purpose of this Section, a Highly Compensated Participant and a Non-
Highly Compensated Participant shall include any Employee eligible to make a
payroll deduction pursuant to Section 5.2, whether or not such contribution was
made or amended.

(d) For purposes of this Section, if two or more plans of the Employer (other
than an employee stock ownership plan as defined in Section 4975(e)(7) of the
Code), which include cash or deferred arrangements, are considered one plan for
the purposes of Section 401(a)(4) or 410(b) of the Code (other than the average
benefits test under Section 410(b)(2)(A)(ii) of the Code), the cash or deferred
arrangements included in such plans shall be treated as one arrangement.

(e) For the purposes of this Section, if a Highly Compensated Participant is an
Active Participant under two or more cash or deferred arrangements of the
Employer or an Affiliate (other than a cash or deferred arrangement which is
part of an employee stock ownership plan), all such cash or deferred
arrangements shall be treated as one cash or deferred arrangement for the
purpose of determining the deferral percentage with respect to such Highly
Compensated Participant.  However, if the cash or deferred arrangements have
different plan years, this paragraph shall be applied by treating all cash or
deferred arrangements ending with or within the same calendar year as a single
arrangement.

5.4 Adjustment to Actual Deferral Percentage Tests.

(a) In the event that the initial allocations of the Employee contributions and
Employer contributions  designated as Employee contributions (if any) do not
satisfy one of the tests set forth above, the Committee shall adjust excess
contributions pursuant to the options set forth below:

(1) Within 12 months after the end of the Plan Year, the Employer may make an
additional Employer contribution, designated as an Employee contribution on
behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy
one of the tests set forth in Section 5.3.  Such contribution shall be allocated
in proportion to each such Non-Highly Compensated Participant's Compensation,
and shall be treated as an Employee contribution for purposes of Articles VI and
VIII of the Plan; or

(2) On or before the fifteenth day of the third month following the end of each
Plan Year, the Highly Compensated Participant having the largest amount of
Employee contributions and Employer contributions designated as Employee
contributions (if any) shall have his portion of excess Employee contributions
distributed to him until one of the tests set forth above is satisfied, or until
his amount of Employee contributions and Employer contributions designated as
Employee contributions (if any) equals the amount of Employee contributions and
Employer contributions designated as Employee contributions

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(if any) of the Highly Compensated Participant having the second largest amount.
This process shall continue until one of the tests set forth above is satisfied.
For each Highly Compensated Participant, the amount of excess contributions is
equal to the Employee contributions and applicable Employer contributions (if
any) used to satisfy the Actual Deferral Percentage tests on behalf of such
Highly Compensated Participant (determined prior to the application of this
paragraph) minus the amount determined by multiplying the Highly Compensated
Participant's actual deferral ratio (determined after application of this
paragraph) by his 414(s) Compensation.  However, in determining the amount of
excess Employee contributions to be distributed with respect to an affected
Highly Compensated Participant as determined herein, such amount shall be
reduced by any excess Employee contributions previously distributed to such
affected Highly Compensated Participant for his taxable year ending with or
within such Plan Year.
With respect to the distribution of excess Employee contributions, such
distribution:

(A) may be postponed but not later than the close of the succeeding Plan Year;

(B) shall be made first from unmatched Employee contributions and, thereafter,
simultaneously from Employee contributions which are matched (if any) and
Employer matching contributions (if any) which relate to such Employee
contributions provided, however, that any Employer matching contributions that
are not vested, shall be forfeited in lieu of distribution;

(C) shall be adjusted for income; and

(D) shall be designated by the Employer as a distribution of excess Employee
contributions and income.

Any distribution of less than the entire amount of excess Employee contributions
shall be treated as a pro rata distribution of excess Employee contributions and
income.

For purposes of this Section 5.4, "income" means the income or losses allocable
to excess contributions which shall equal the allocable gain or loss for the
Plan Year.  The income allocable to excess contributions for the Plan Year is
determined by multiplying the income for the Plan Year by a fraction.  The
numerator of the fraction is the excess contribution for the Plan Year.  The
denominator of the fraction is the total Participant's 401(k) Account
attributable to Employee contributions as of the end of the Plan Year, reduced
by the gain allocable to such total amount for the Plan Year and increased by
the loss allocable to such total amount for the Plan Year.

5.5 Actual Contribution Percentage Tests.

(a) For this Plan to maintain its qualified status, the Actual Contribution
Percentage for the Highly Compensated Participant group shall not exceed the
greater of:

(1) 125% of such percentage of the Non-Highly Compensated Participant group; or

(2) the lesser of 200% of such percentage of the Non-Highly Compensated
Participant group, or such percentage of the Non-Highly Compensated Participant
group plus two percentage points.  However, to prevent the multiple use of the
alternative method described in this paragraph and Code Section 401(m)(9)(A),
any Highly Compensated Participant eligible to make Employee contributions
pursuant to Section 5.2 or any other cash or deferred arrangement maintained by
the Employer or an Affiliate and to receive Employer matching contributions
under this Plan or under any other plan maintained by the Employer or an
Affiliate shall have his actual contribution ratio reduced pursuant to Treasury
Regulations Section 1.401(m)-2.  The provisions of Section 401(m) of the Code
and Treasury Regulations Sections 1.401(m)-1(b) and 1.401(m)-2 are incorporated
herein by reference.

(b) For the purpose of this Section 5.5, "Actual Contribution Percentage" for a
Plan Year means, with respect to the Highly Compensated Participant group and
Non-Highly Compensated Participant group, the average of the ratios (calculated
separately for each Participant in each group) of:

(1) the Employer matching contributions (if any) made pursuant to Section 5.1(b)
on behalf of each such Highly Compensated Participant for such Plan Year and
each Non-Highly Compensated Participant group for the preceding Plan Year; to

(2) the Active Participant's 414(s) Compensation for such Plan Year or preceding
Plan Year respectively.

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<PAGE>
The actual contribution ratio must be rounded to the nearest one-hundredth of
one percent.

(c) For purposes of determining the Actual Contribution Percentage and the
amount of excess matching contributions pursuant to Section 5.6, only Employer
matching contributions (excluding Employer matching contributions forfeited
pursuant to Section 3.4(a)(2)) contributed to the Plan prior to the end of the
succeeding Plan Year shall be considered.

(d) For purposes of this Section, if two or more plans of the Employer (other
than an employee stock ownership plan as defined in Section 4975(e)(7) of the
Code) to which matching contributions or elective deferrals are made are treated
as one plan for purposes of Section 401(a)(4) or 410(b) of the Code (other than
the average benefits test under Section 410(b)(2)(A)(ii) of the Code), such
plans shall be treated as one plan for purposes of this Section 5.5.  In
addition, two or more plans of the Employer to which matching contributions or
elective deferrals are made may be considered as a single plan for purposes of
this Section.  In such a case, the aggregated plans must satisfy Code Sections
401(a)(4) and 410(b) as though such aggregated plans were a single plan.
Notwithstanding the above, contributions to an employee stock ownership plan as
defined in Code Section 4975(e)(7) shall not be aggregated with this Plan.

(e) If a Highly Compensated Participant participates in two or more plans (other
than an employee stock ownership plan) which are maintained by the Employer or
an affiliate to which matching contributions or elective deferrals are made, all
such contributions on behalf of such Highly Compensated Participant shall be
aggregated for purposes of this Section 5.5.

(f) For purposes of Sections 5.5(a) and 5.6, the terms "Highly Compensated
Participant" and "Non-Highly Compensated Participant" shall include any Employee
eligible to have Employer matching contributions pursuant to Section 5.1(b)
(whether or not a deferral election was made or suspended pursuant to Sections
5.2 and 8.2) allocated to his Account for the Plan Year.

5.6 Adjustment to Actual Contribution Percentage Tests.

(a) In the event that the Actual Contribution Percentage for the Highly
Compensated Participant group exceeds the Actual Contribution Percentage for the
Non-Highly Compensated Participant group pursuant to Section 5.5(a), the
Committee (on or before the fifteenth day of the third month following the end
of the Plan Year, but in no event later than the close of the following Plan
Year) shall direct the Trustee to distribute to the Highly Compensated
Participant having the largest amount of Employer matching contributions, his
vested portion of excess matching contributions (and income allocable to such
contributions) and, if forfeitable, forfeit such non-vested Employer matching
contributions (and income allocable to such forfeitures) until either one of the
tests set forth in Section 5.5(a) is satisfied, or until his remaining amount
equals the amount of Employer matching contributions of the Highly Compensated
Participant having the second largest amount.  This process shall continue until
one of the tests set forth in Section 5.5(a) is satisfied.  The distribution of
excess matching contributions shall be made in the following order:

(1) Employer matching contributions distributed pursuant to Section 5.4(a);

(2) Remaining Employer matching contributions.

(b) Any distribution of less than the entire amount of excess matching
contributions and income shall be treated as a pro rata distribution of excess
matching contributions and income.  Distribution of excess matching
contributions shall be designated by the Employer as a distribution of excess
matching contributions and income.

(c) Excess matching contributions including forfeited matching contributions
shall be treated as Employer contributions for purposes of Code Sections 404 and
415 even if distributed from the Plan.

(d) For each Highly Compensated Participant, the amount of excess matching
contributions is equal to the total Employer matching contributions made
pursuant to Section 5.1(b) minus the amount determined by multiplying the Highly
Compensated Participant's actual contribution ratio (determined after
application of this paragraph) by his 414(s) Compensation.  In no case shall the
amount of excess matching contributions with respect to any Highly Compensated
Participant exceed the amount of Employer matching contributions made pursuant
to Section 5.1(b) on behalf of such Highly Compensated Participant for such Plan
Year.

(e) The determination of the amount of excess matching contributions with
respect to any Plan Year shall be made after first determining the excess
contributions, if any, to be treated as employee contributions due to
recharacterization for the plan year of any other qualified cash or deferred
arrangement (as defined in Code Section 401(k)) maintained by the Employer that
ends with or within the Plan Year of this Plan.

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<PAGE>
For purposes of this Section 5.6, "income" means the income or losses allocable
to excess matching contributions which shall equal the allocable gain or loss
for the Plan Year.  The income allocable to excess matching contributions for
the Plan Year is determined by multiplying the income for the Plan Year by a
fraction.  The numerator of the fraction is the excess matching contribution for
the Plan Year.  The denominator of the fraction is the total Participant's
401(k) Account attributable to Employer matching contributions as of the end of
the Plan Year, reduced by the gain allocable to such total amount for the Plan
Year and increased by the loss allocable to such total amount for the Plan Year.

5.7 Crediting of 401(k) Account Contributions to Participants.  The Employer
contributions identified in Section 5.1(b) above and the Employee contributions
identified in Section 5.2 above for each Plan Year shall be credited as of the
date of receipt by the Trust Fund to the 401(k) Accounts of Participants on
whose behalf or by whom they were made.

5.8 Allocations of ESOP Contributions.  Subject to the limitations of Section
5.14, as of the last day of a Plan Year, the sum of (a) the Shares released from
the Unallocated Stock Account for that year pursuant to Section 5.9 which have
not been allocated pursuant to Section 5.10, plus (b) any Employer contributions
under Section 5.1(a) for that year not applied against Stock Obligations or
allocated pursuant to Section 5.10, shall be allocated among the ESOP Accounts
of the Participants on the basis of the percentage that each Participant's ESOP
Compensation during all or that part of the Plan Year in which he was a
Participant is of the total ESOP Compensation of all Participants for all or
that portion of the Plan Year in which they were Participants.

Notwithstanding the foregoing, no allocation shall be made pursuant to this
Section 5.8 to the ESOP Account of a Participant who was not a Participant on
the last day of the Plan Year; provided that a Participant who retires, incurs a
Total Disability or dies prior to the end of a Plan Year shall be included in
the allocation made pursuant to this Section 5.8.

5.9 Release of Shares for Allocation.  An Unallocated Stock Account shall be
maintained in which the Plan's holdings of Shares which have been purchased on
credit, whether or not the Shares are pledged as collateral, shall be segregated
until payments on the corresponding Stock Obligations permit the release of the
Shares for allocation to Participants in accordance with this Section 5.9.  Any
dividends with respect to such segregated Shares which are paid by the Company
in the form of additional Shares shall also be segregated in the Unallocated
Stock Account and thereafter treated in the same manner as the underlying
segregated Shares.  For each Plan Year for which Employer contributions or
earnings on contributions are applied to satisfy a portion of a Stock
Obligation, a certain number of Shares held in the Unallocated Stock Account
shall be released for allocation among the Participants.  The number of Shares
released shall bear the same ratio to the number of Shares attributable to the
Stock Obligation which are then in the Unallocated Stock Account (prior to the
release) as (a) the principal and interest payments made on the Stock Obligation
for the Plan Year bears to (b) the payments described in clause (a) plus the
total remaining principal and interest payments required (or projected to be
required on the basis of the interest rate in effect at the end of the Plan
Year) to satisfy the Stock Obligation.  For this purpose, each Stock Obligation,
the Shares purchased in connection with it, and any stock dividends on such
Shares, shall be considered separately.  Notwithstanding the foregoing, if a
Stock Obligation provides for equal annual principal payments, and has a term
not in excess of ten years, the number of Shares to be released may be
determined solely with reference to principal payments made for a Plan Year.  In
addition, if the Stock Obligation is not made by or guaranteed by a disqualified
person (as defined in Section 4975(e)(2) of the Code), the number of Shares to
be released shall be determined in accordance with the terms of any pledge
agreement entered into in connection with the Stock Obligation.

5.10 Allocation of Dividends.  Any cash dividends received on Shares allocated
to Participants' ESOP Accounts, at the discretion of the Board, (a) shall be
used to satisfy Stock Obligations, (b) shall be allocated to the Participants'
respective ESOP Accounts or (c) shall be allocated to the Participants'
respective 401(k) Accounts.  In the event that the fair market value of all
Shares released from the Unallocated Stock Account is less than the aggregate
amount of cash dividends on Shares allocated to Participant's ESOP Accounts for
a Plan Year used to satisfy Stock Obligations, then the Employer shall
contribute an amount equal to the difference which shall be allocated among the
ESOP Accounts of Participants so that the sum of the fair market value of shares
released from the Unallocated Stock Account and such Employer contributions
allocated to each Participant's ESOP Account equals the cash dividends on Shares
allocated to such Participant's ESOP Account used to satisfy Stock Obligations.
Any dividends in the form of additional Shares received on Shares allocated to
Participants' ESOP Accounts shall be allocated to the same ESOP Accounts.  Any
cash dividends received on Shares held in the Unallocated Stock Account which
are not used to satisfy Stock Obligations shall be included in the net income
(or loss) of the Trust for the Plan Year.  Notwithstanding the foregoing, any
cash dividends received on Shares which are distributed to Participants pursuant
to Section 5.11 shall not be allocated to their accounts.

5.11 Pass-Through of Dividends.  Any cash dividends received by the Trust on
Shares allocated to Participants' ESOP Accounts shall be paid in cash to such
Participants, rather than being allocated to Participants' ESOP Accounts
pursuant to Section 5.10, not later than 90 days after the close of the Plan
Year in which such dividends are paid, if the Board so directs the Trustee.

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5.12 Rollovers and Transfers.  An Employee may, with the consent of the
Committee, which shall be granted or withheld in a nondiscriminatory manner,
roll over to the Employee's 401(k) Account within 60 days of his receipt
thereof, all or any part of the amount distributed to him in cash or in kind
within one taxable year of the Employee as a rollover amount, as defined in
Section 402(a)(5), 403(a)(4), 408(d)(3) or 409(b)(3)(C) of the Code, or from a
conduit individual retirement account under Sections 402 and 408 of the Code, to
the extent permitted by the Code; provided, however, that no such rollover
amount may include any amounts constituting the Employee's contributions.  The
Committee may require such information or documentation with respect to any such
rollover contribution hereunder as it deems necessary or desirable.  Any
expenses related to such rollover account shall be allocated to such 401(k)
Account.

Amounts may be transferred by the Employer from other tax qualified plans under
Section 401(a) of the Code maintained by the Employer provided that the trust
from which such funds are transferred permits the transfer to be made and the
transfer will not jeopardize the tax exempt status of the Plan or create adverse
tax consequences for the Employer.  The amounts transferred shall be placed in
the Participant's 401(k) Account.  This Plan shall not accept any direct or
indirect transfers (as that term is defined and interpreted under Code Section
401(a)(11) and the regulations thereunder) from a defined benefit plan, money
purchase plan (including a target benefit plan), stock bonus or profit sharing
plan which would otherwise have provided for a life annuity form of payment to
the Participant.  Notwithstanding anything herein to the contrary, a transfer
directly to this Plan from another qualified plan (or a transaction having the
effect of such a transfer) shall only be permitted if it will not result in the
violation of Code Section 411(d)(6).

5.13 Allocation of Forfeitures.  As of the end of each Plan Year, the
Administrator shall determine the value of forfeitures, pursuant to Section
10.13 hereof, during the Plan Year then ending.  The Administrator shall use the
portion of such forfeitures attributable to Employer contributions pursuant to
Section 5.1(b) and earnings thereon to reduce the Employer contribution
calculated pursuant to Section 5.1(b) for the Plan Year in which such
forfeitures occur.  The Administrator shall apply the portion of such
forfeitures attributable to amounts held in Participants' ESOP Accounts to the
payment of administration of the Trust Fund, with any remaining balance
allocated among the ESOP Accounts of Active Participants in proportion to each
Active Participant's ESOP Compensation for such Plan Year.

5.14 Limitation.  Anything to the contrary herein notwithstanding, in no event
shall the sum of annual additions to an Active Participant's Account in any Plan
Year attributable to (1) Employer contributions (including contributions made by
the Employer pursuant to Section 401(k) of the Code) and forfeitures and (2)
Employee contributions, when combined with any annual additions to such Active
Participant's account under any other defined contribution plan maintained by
the Employer, be greater than the lesser of (1) $30,000 (as adjusted under
Section 415(d) of the Code), or (2) 25% of all the Active Participant's
Compensation from the Employer.  For any Plan Year in which no more than one-
third (1/3) of the Employer contributions are allocated to Participants who are
highly compensated employees within the meaning of Section 414(q) of the Code,
for purposes of this Section 5.14, "Annual Additions" shall not include
forfeitures of Shares acquired with the proceeds of a Stock Obligation and
contributions that are deductible under Section 404(a)(9)(B) of the Code and are
charged against the Participant's ESOP Account.  For purposes of this Section
5.14, Employer contributions used to repay principal and interest on a Stock
Obligation shall be treated as a contribution of Shares to the Plan.  Any excess
amount hereunder (i) to the extent of Employee contributions in such Plan Year
pursuant to Section 5.2 shall be returned to such Active Participant; and (ii)
to the extent of Employer contributions pursuant to Section 5.1 shall be applied
to reduce any further Employer contributions under this Plan.

Amounts allocated to an individual medical account, as defined in Section
415(l)(1) of the Code, which is part of a defined benefit plan maintained by the
Employer, are treated as annual additions to a defined contribution plan.  Also,
amounts derived from contributions paid or accrued in taxable years ending after
such date, which are attributable to post- retirement medical benefits allocated
to the separate account of a key employee, as defined in Section 419A(d)(3) of
the Code, under a welfare benefit fund, as defined in Section 419(e) of the
Code, maintained by the Employer, are treated as annual additions to a defined
contribution plan.

5.15 Special Transfers.  Except for purposes of Section 5.3 and 5.4 hereof, all
amounts transferred to the Plan from the Ironwood Capital Partners Ltd. 401(k)
Plan, and such other plans as may be designated in writing by the Committee,
shall be treated as Employee contributions pursuant to Section 5.2 of the Plan.

                                   ARTICLE VI
                                     Vesting

6.1 Vesting.  An Active Participant shall have a vested right to any Employer
contributions and earnings thereon, in accordance with the following schedule:

		Years of Service		Non-forfeitable Percentage
			1					                    10%
			2					                    25%
			3					                    40%
			4					                    55%
			5					                    70%
			6					                    85%
			7 or more				            100%

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(b)	Notwithstanding the foregoing, the following contributions shall at all
times be fully vested and non-forfeitable:

(1) All Employee contributions made by a Participant;

(2) All amounts transferred to the Trust Fund representing a Participant's
interest in The Advest Group, Inc. Employees' Retirement Plan;

(3) All amounts transferred to the Trust Fund representing a Participant's
interest in The Advest Group, Inc. Incentive Savings Plan; and

(4) All Employer contributions made on behalf of an Active Participant who has
attained his Normal Retirement Date, or in the event of his Total Disability or
death.

                                ARTICLE VII
                            Investment Elections

7.1 Investment of Contributions.  Each Participant shall elect with respect to
amounts held in his 401(k) Account to have such funds invested in any one or
more of the Investment Vehicles.  Each Participant shall make such election by
filing an investment selection form with the Committee upon becoming a
Participant.  Such investment selection for contributions may be changed
effective as of any Investment Date, provided that a properly completed
investment selection form is received by the Committee not less than 10 days
prior to such Investment Date or otherwise as permitted by the Committee in a
nondiscriminatory manner.

In the event that a Participant wishes to liquidate his investment in any
Investment Vehicle and reinvest in another, he must so indicate on a properly
completed investment selection form or otherwise as permitted by the Committee
in a nondiscriminatory manner.  Such changed investment selection will be
effective as of any Investment Date, provided that the properly completed
investment selection form is received by the Committee not less than 10 days
prior to such Investment Date or otherwise as permitted by the Committee in a
nondiscriminatory manner.  The liquidation of the previous Investment Vehicle
will occur within 5 business days of receipt of the properly completed
investment selection form by the Committee.

Investments in the Investment Vehicles described in Section 2.27(f) hereof shall
be subject to the following conditions:

(a) All purchases and sales of securities must be executed by the Company as
broker or must be principal transactions between the Plan and the Company, to
the extent permitted by the Act, the Code and other applicable laws;

(b) If brokerage commissions are charged by the Company, such commissions will
be charged by the Company to the Account for which a securities transaction is
executed, and such charges will comply with the recapture provisions of
Department of Labor Prohibited Transaction Class Exemption 86-128 which permits
the Company to execute securities transactions for the Plan provided that it
credits to the Plan all charges relating to effecting or executing the
securities transactions, less reasonable and necessary expenses, including
reasonable and direct expenses (such as overhead costs) properly allocated to
the performance of these transactions under generally accepted accounting
principles, and further provided that the notice and record keeping requirements
of PTCE 86-128 are complied with; and

(c) Investments shall be made in accordance with such rules as may be
established by the Committee from time to time.

Pending the investment of contributions in, or the shifting of investments
among, the Investment Vehicles, funds shall be invested in such short-term
investment vehicle(s) as the Committee shall determine.

                                  ARTICLE VIII
                                  Withdrawals

8.1 Hardship Withdrawals.  The Committee, at the election of an Active
Participant, shall direct the Trustee to distribute to any Active Participant in
any one Plan Year all or part of the vested portion of his 401(k) Account
(excluding post-1988 earnings on Employee contributions to the Plan and to The
Advest Group, Inc. Incentive Savings Plan that have been transferred to the
Plan).  For purposes of this Section 8.1, a withdrawal shall be authorized only
if the distribution is on account of:

(a) Expenses for medical care described in Code Section 213(d) previously
incurred by the Active Participant, his spouse, or any of his dependents (as
defined in Code Section 152) or necessary for these persons to obtain the
medical care described in Section 213(d);

(b) Costs directly related to the purchase of a principal residence for the
Active Participant (excluding mortgage payments);

(c) Funeral expenses for a member of the Active Participant's Family;

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(d) Payment of tuition, related educational fees and room and board expenses for
the next 12 months of post-secondary education for the Active Participant, his
spouse, children or dependents; or

(e) The need to prevent the eviction of the Active Participant from his
principal residence or foreclosure on the mortgage of the Active Participant's
principal residence.

No distribution shall be made pursuant to this Section unless the Committee,
based upon the Active Participant's representation and such other facts as are
known to the Committee, determines that all of all of the following conditions
are satisfied:

(a) The distribution is not in excess of the amount of the immediate and heavy
financial need of the Active Participant; and

(b) The Active Participant has obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available under all plans
maintained by the Employer, including the Plan; provided, however, that the
Active Participant will not be required to obtain a nontaxable loan if the loan
would disqualify the Active Participant from obtaining other necessary
financing.

8.2 If an Active Participant receives a hardship withdrawal pursuant to Section
8.1, such Active Participant's Employee contributions will be suspended until
January 1 of the second calendar year after receipt of the hardship withdrawal.

Application for withdrawal shall be made on such forms as the Committee
prescribes and shall contain the information required by such forms, including
the Investment Vehicle(s) from which the withdrawal is to be made.  Only one
such withdrawal shall be permitted in any six month period.

The withdrawal shall be paid to the Participant within 30 days after the Active
Participant's application form is approved by the Committee.  The Active
Participant's 401(k) Account shall be charged accordingly as of such date.

No make-up contributions will be permitted.

                                  ARTICLE IX
                                    Loans

9.1 Loans.  The Committee may, upon receipt of a completed loan application form
by an Active Participant or a Participant who is a "party in interest" as
defined in Section 3(14) of the Act, direct the Trustee to make a loan to such
Participant from the Investment Vehicle(s) credited to the 401(k) Account of
such Participant as the Participant directs.  Employees who are not Active
Participants shall also be eligible to request loans, and all references to
Participants in this Article IX shall include such Employees.  Each Participant
may have no more than  2 loans outstanding at one time, and no loan may be for
less than $500.  No Participant may receive more than 2 loans in any twelve-
month period.  In no event shall the total of any such loan or loans to any one
Participant (when aggregated with other loans under this Plan or any other
qualified plan of the Employer) exceed the lesser of:

(a) $50,000 reduced by the excess (if any) of the highest outstanding balance of
loans from the Plan to the Participant during the one year period ending on the
day before the date on which such loan is made, over the outstanding balance of
loans from the Plan to the Participant on the date on which such loan was made,
or

(b) 50% of the present value of the nonforfeitable Accrued Benefit of the
Employee attributable to his 401(k) Account.

The balance of the Participant's 401(k) Account will be determined as of the
date the application is approved by the Committee.

Any loan, shall, by its terms, require that repayment (principal and interest)
be amortized in level payments, not less frequently than monthly, over a period
not extending beyond five years from the date of the loan, unless such loan is
used to acquire a dwelling unit which, within a reasonable time (determined at
the time the loan is made) will be used as the principal residence of the
Participant.  Any such loan shall provide for monthly payments of not less than
$20 each and shall be immediately due and payable in full upon death, disability
or separation from service.

9.2 Rate of Interest.  Each loan shall bear a reasonable rate of interest,
determined by the Committee.  The Committee, in determining the interest rate,
shall take into consideration the rates of interest currently being charged by
lenders.  Loans may bear different interest rates, if in the Committee's
opinion, the difference is justified by different terms for repayment or changes
in economic conditions.  The rate of interest need not be fixed for the term of
the loan.  In no event shall the interest rate exceed the maximum legal rate
that may be charged to individuals for loans of this nature.  All interest and
principal payments shall be credited to the 401(k) Account of the Participant to
whom the loan is made.

Every Participant with an outstanding loan from the Plan shall receive a clear
statement (which may consist of copies of the periodic statements issued with
respect to the Participant's Account) of the charges involved.

9.3 Committee Approval.  The Committee shall approve loan applications and
determine rate of interest in a uniform and nondiscriminatory manner.  Loans
shall be available to all such Participants on a reasonably equivalent basis as
determined by the Committee, and, in approving such loans, the Committee shall

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<PAGE>
not discriminate in favor of Highly Compensated Employees or officers of the
Company as to the amount of such loans in proportion to the Participant's 401(k)
Account or the rate of interest.  All loans shall comply with the requirements
of Section 408(b)(1) of ERISA as amended.

9.4 Loan Collateral.  Each loan shall be made against the collateral of the
assignment of  50% of the Participant's entire right, title and interest in and
to his 401(k) Account.  In addition to the assignment of the Participant's
401(k) Account, the Committee may, in its discretion, require such additional
collateral as it may deem necessary from time to time to adequately secure such
loan.  In the event of a default by a Participant in the repayment of any loan
provided for hereunder and the Participant has not supplied other satisfactory
collateral, the Participant's 401(k) Account under this Plan shall be charged
with the full unpaid balance of the loan, together with any accrued but unpaid
interest thereon (up to an amount equal to the collateral), at the time of the
earlier of the Participant's termination of service with the Employer, his
retirement or his disability.

For purposes of this Section, a loan made to a Participant shall not be treated
as an assignment or alienation of any benefit due to the fact that the loan will
be secured by the Participant's 401(k) Account and will be exempt from the tax
imposed on prohibited transactions according to Section 4975(d)(1) of the Code.

No distribution under the Plan, other than withdrawals made pursuant to Article
VIII, shall be made to any Participant or to the Beneficiary of any such
Participant unless and until all unpaid loans, including accrued interest
hereto, have been liquidated.  The Committee shall have the right to apply to
the repayment of any loan and the accrued interest thereon the amount of any
distribution from the Trust Fund to which the Participant or his Beneficiary
becomes entitled to satisfy the liquidation of such loan.

9.5 USERRA Compliance.  Loan repayments will be suspended under this Plan, as
permitted under Code Section 414(u).

                                  ARTICLE X
                             Payment of Benefits

10.1 Payment Options.  The Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to the Participant or his
Beneficiary the Participant's vested Accrued Benefit under the Plan in one or
more of the following methods:

(a) One lump-sum payment in cash or in kind to the extent the Participant so
elects; or

(b) For an amount in a Participant's Account equal to the balance of such
Participant's Accounts under The Advest Group, Inc. Incentive Savings Plan and
The Advest Group, Inc. Employees' Retirement Plan on September 30, 1989,
payments over a period certain in monthly, quarterly, semiannual, or annual
installments, in cash or in kind to the extent the Participant so elects, not
extending beyond the Participant's life expectancy (or the life expectancy of
the Participant and his designated Beneficiary).

10.2 Commencement of Benefit Payments.  The payment of benefits under the Plan
shall be made or begin on or after the date a Participant terminates his service
with the Employer and not later than the 120th day after the Participant
terminates his service with the Employer (or, in the event of a Participant's
Total Disability, within 120 days after the determination of Total Disability).
In addition, payment of a Participant's benefits may be made or begin, at the
Participant's election, at any time on or after January 1 of the calendar year
in which the Participant attains age 70-1/2.  Notwithstanding the foregoing,
payment of a Participant's benefits shall be made or begin not later than April
1 of the calendar year following the later of (i) the calendar year in which the
Participant attains age 70-1/2, or (ii) the calendar year in which the
Participant retires, provided, however, that this clause (ii) shall not apply in
the case of a Participant who is a "five  percent owner" at any time during the
five Plan Year period ending in the calendar year in which he attains age 70 1/2
or, in the case of a Participant who becomes a "five percent owner" during any
subsequent Plan Year, clause (ii) shall no longer apply and the required
beginning date shall be the April 1st of the calendar year following the
calendar year in which such subsequent Plan Year ends.

10.3 Form of Payment to Participants.  A Participant's benefits held in a
Participant's ESOP Account shall generally be paid in Shares.  In connection
with a distribution, the Administrator shall cause the portion of the
Participant's interest in his ESOP Account not held in Shares to be used to
purchase Shares on the stock exchange, if any, on which the Shares are primarily
traded, or, if Shares are not primarily traded on a stock exchange, on the over-
the-counter market, or, if neither of the above is applicable, at their current
fair market value as determined pursuant to Section 10.7.  Any fractional shares
credited to a Participant's Accounts shall be converted into cash at the Shares'
current fair market value as determined pursuant to Section 10.7.
Notwithstanding the foregoing, a Participant may elect pursuant to rules adopted
by the Committee to receive benefits held in his ESOP Account in the form of
cash.  In addition, if a Participant has less than 100 Shares credited to his
ESOP Account, his benefits attributable to his ESOP Account shall be paid in the
form of cash, unless the Participant elects to receive benefits in the form of
Shares.  If a Participant is to receive a distribution in cash, the Shares
credited to the Participant's ESOP Account shall be sold on the stock exchange,
if any, on which the Shares are primarily traded, or, if Shares are not
primarily traded on a stock exchange, on the over-the-counter market, or, if
neither of the above is applicable, shall be converted into cash at their
current fair market value as determined pursuant to Section 10.7, and the
Participant shall be paid the proceeds.

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10.4 Put Option.

(a) In the event that Shares are distributed pursuant to this Article X, such
Shares shall be subject to a put option, if, when distributed, such Shares are
(i) not listed on a national securities exchange registered under Section 6 of
the Securities Exchange Act of 1934 or quoted on a system sponsored by a
national securities association registered under section 15A(b) of the
Securities Exchange Act ("Publicly Traded") or (ii) subject to a restriction
("Trading Restriction") under any Federal or state securities law or any
regulation thereunder or under an agreement which makes such Shares not as
freely tradable as Shares not subject to such restriction.

(b) The put option shall be exercisable by the distributee of the Shares.

(c) The put option shall permit the shares to be put to the Company at their
fair market value as determined pursuant to Section 10.7.

(d) The put option shall be exercisable at any time during the 60 day period
commencing on the date of distribution of the Shares.  If the distributee does
not exercise the put option within such 60 day period, the option will
temporarily lapse.  After the close of the Company's taxable year in which such
temporary lapse occurs and following a determination of the fair market value of
the Shares as of the end of that taxable year, the Company shall notify each
distributee who did not exercise the initial put option in the preceding year of
the fair market value of the Shares.  Each such distributee shall then have the
right to exercise the put option at any time during the 60 day period following
such notice.  If the distributee does not then exercise this put option, the
shares will cease to be subject to any put option.

(e) Payment upon exercise of the put option shall be made or commence no later
than 30 days after exercise and, in the discretion of the Company, shall be in a
lump sum or in substantially equal periodic installments (not less frequently
than annually) which shall extend over a period not to exceed five years from
the date of exercise, with interest at a reasonable rate on the unpaid balance;
provided, however, that if the Shares with respect to which the put option is
exercised were not part of a distribution of the entire Accrued Benefit of the
Participant attributable to the Participant's ESOP Account within one taxable
year of the recipient, payment must be made in a lump sum.

(f) If payment upon exercise of the put option is to be made by the Company in
installments, the Company shall deliver to the distributee its promissory note
which provides to the distributee the right to require full payment if the
Company defaults in the payment of a scheduled installment.  The Company shall
also deliver to the distributee adequate security for the outstanding amount of
the promissory note.

10.5 Protections and Rights.  Except as provided in Section 10.4 or as otherwise
required by law, no Shares acquired with the proceeds of a Stock Obligation may
be subject to a put, call or other option, or buy-sell or similar arrangements,
while held by or when distributed from the Plan.

10.6 Protections and Rights Nonterminable.  The provisions of Sections 10.4 and
10.5 are nonterminable, and shall continue notwithstanding the repayment of any
Stock Obligation the proceeds of which were used to acquire Shares and
notwithstanding the fact that the Plan ceases to be an employee stock ownership
plan.

10.7 Fair Market Value.  The fair market value of Shares on a specified date
shall mean the closing price for a Share on the stock exchange, if any, on which
the Shares are primarily traded, but if no Shares were traded on such date, then
on the last previous date on which a Share was so traded, or, if Shares are not
primarily traded on a stock exchange, the average of the high and low sales
prices at which one Share is traded on the over-the-counter market, as reported
on the National Association of Securities Dealers Automated Quotation System,
or, if none of the above is applicable, the value of a Share as established no
less frequently than annually by an independent appraiser that does not
otherwise provide service to the Company and that meets requirements similar to
those contained in Treasury regulations under Section 170(a)(i) of the Code.

10.8 Special Distribution and Payment Requirements.  Notwithstanding any other
provisions of the Plan, other than such provisions as require the consent of the
Participant to a distribution with a present value in excess of $5,000, a
Participant may elect to have the portion of the Participant's ESOP Account
attributable to Shares, distributed as follows:

(a) If the Participant separates from service by reasons of retirement, death,
or Total Disability, the distribution of such portion of the Participant's ESOP
Account will be made not later than one year after the close of the Plan Year in
which such event occurs.

(b) If the Participant separates from service for any reason other than those
enumerated in paragraph (a) above and is not reemployed by the Employer at the
end of the fifth Plan Year following the Plan Year of such separation from
service, distribution of such portion of the Participant's ESOP Account will
begin not later than one year after the close of the fifth Plan Year following
the Plan Year in which the participant separated from service.

(c) If the Participant separates from service for a reason other than those

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described in paragraph (a) above and is employed by the Employer as of the last
day of the fifth Plan Year following the Plan Year of such separation from
service, distribution to the Participant, prior to any subsequent separation
from service, shall be in accordance with terms of the Plan other than this
Section 10.8.

For purposes of this Section 10.8, Shares shall not include any Shares acquired
with the proceeds of a Stock Obligation until the close of the Plan Year in
which such Stock Obligation is repaid in full.

10.9 Special Distributions to Qualified Participants.

(a) Definitions.  For the purposes of this Section 10.9, the following terms
shall have the following meanings:

(i) "Qualified participant" shall mean a Participant who has attained age 55 and
who has completed at least 10 years of participation in the Plan.

(ii) "Qualified Election Period" shall mean the six Plan Year period beginning
with the Plan Year in which the Participant first becomes a Qualified
Participant.

(b) Election by Qualified Participant.  Each Qualified Participant shall be
permitted to direct the Plan to distribute up to 25% of the value of the
Participant's ESOP Account balance as of the last day of a Plan Year
attributable to Shares (to the extent such portion exceeds the amount to which a
prior election or elections under this subsection (b) applies) by written notice
delivered to the Committee within 90 days after the last day of each Plan Year
during the Participant's Qualified Election Period.  Within 90 days after the
close of the last Plan Year in the Participant's Qualified Election Period, a
Qualified Participant may direct the Plan to distribute up to 50% of the value
of such ESOP Account balance (to the extent such portion exceeds the amount to
which a prior election or elections under this subsection (b) applies).  Such
distribution shall be made by the Plan within 90 days after the last day of the
period during which the election can be made.  Such distribution shall be
subject to the put option provisions of Section 10.4 hereof.  This Section 10.9
shall apply notwithstanding any other provision of the Plan other than such
provisions as require the consent of the Participant to a distribution in excess
of $5,000.  If the Participant does not consent, such amount shall be retained
in the Plan.

10.10 Change of Payment Method.  If benefits are being paid to a Participant or
to a Beneficiary in installments, the Participant (or the Beneficiary, if the
Participant is deceased) may, as of the end of any Plan Year, direct that the
amount then credited to the Account of such Participant be paid in a lump sum.

10.11 Consent to Distributions.  Notwithstanding anything to the contrary
contained in this Plan, if the value of a Participant's Account exceeds $5,000,
no distribution of such Account shall be made prior to the earlier of such
Participant's attainment of age 65 or such Participant's death unless such
Participant shall consent in writing to such distribution.

10.12 Direct Transfers.  If a Participant (or Beneficiary) is to be a recipient
of an eligible rollover distribution (as defined in Section 402(f)(2)(A) of the
Code) from the Plan and elects to have such distribution paid directly to an
eligible retirement plan and specifies the eligible retirement plan to which
such distribution is to be paid (in such form and at such time as the Committee
may prescribe), then such distribution shall be made in the form of a direct
trustee-to-trustee transfer to the eligible retirement plan so specified.  The
above provision shall apply (a) only to the extent that the eligible rollover
distribution would be includable in gross income if not transferred as provided
above (determined without regard to Sections 402(c) and 403(a)(4) of the Code)
and (b) only to the extent required by the Code.  For purposes of this Section
10.12, "eligible retirement plan" shall have the meaning set forth in Section
402(c)(8)(b) of the Code, except that a qualified trust shall be considered an
eligible retirement plan only if it is a defined contribution plan, the terms of
which permit the acceptance of rollover distributions.

10.13 Forfeitures.  Any portion of the Account of a Participant who incurs five
consecutive 1-Year Breaks in Service other than by reason of death, retirement
or Total Disability, which is not vested at the time of such 1-Year Breaks in
Service, shall be forfeited and allocated pursuant to Section 5.13.  In
addition, if a Participant who terminates employment other than by reason of
death, retirement or Total Disability receives a lump sum distribution of the
entire vested portion of his Account no later than the close of the second Plan
Year following the Plan Year in which termination of employment occurs, and
before incurring five consecutive 1-Year Breaks in Service, he shall forfeit the
unvested portion of his Account if either:  (1) the amount of the distribution
from his Account is not in excess of $5,000 (or such greater amount that may be
established by Treasury Regulations under Section 411(a)(7)(B) of the Code), or
(2) the Participant requests the lump sum distribution.  Any amount forfeited
pursuant to the preceding sentence shall be restored to the Account of the
Participant if he returns to work with the Employer before incurring five
consecutive 1-Year Breaks in Service and repays the entire amount of the
distribution before the fifth anniversary of his date of reemployment.  The
amount restored shall be the exact amount forfeited without adjustment for gains
or losses incurred subsequent to the distribution.

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If restoration is no longer permissible under the foregoing rules, the forfeited
amounts shall be allocated pursuant to Section 5.13.

                                 ARTICLE XI
                                Death Benefits

11.1 Distribution Upon Death.  In the event a Participant ceases to be an
Employee through the death of the Participant, prior to his retirement, the
Accrued Benefit credited to his Account shall be determined as of the Valuation
Date coinciding with or next following the date of death.  The Accrued Benefit
and any amounts that are contributed, pursuant to Article V hereof, to the
Participant's Account for the Plan Year in which the Participant's death occurs
shall be paid to his Beneficiary.  In the event of the death of a Participant
after ceasing to be an Employee, but prior to the complete distribution to him
of the balance of his Account, any unpaid amount at the time of his death shall
be payable to his Beneficiary.

The Participant's vested Accrued Benefit shall be paid to the Participant's
Beneficiary by either of the following methods, as elected by the Participant
(or if no election has been made prior to the Participant's death, by his
Beneficiary): (a) One lump-sum payment; or (b) For an amount in a Participant's
Account equal to the balance of such Participants account under The Advest
Group, Inc. Incentive Savings Plan on September 30, 1989, payments over a period
certain in monthly, quarterly, semiannual, or annual cash installments over a
period to be determined by the Participant or his Beneficiary, and in
installments as nearly equal as practicable.  After periodic installments have
commenced, the Beneficiary shall have the right to direct the Trustee to reduce
the period over which such periodic installments shall be made, and the Trustee
shall adjust the cash amount of such periodic installments accordingly.

If a Beneficiary designation designating both a primary and an alternate
Beneficiary is in effect at the time of a Participant's death and the
Participant's vested Accrued Benefit is payable in installments, the
installments shall be paid to the primary Beneficiary for his lifetime if said
primary Beneficiary is living at the death of the Participant, and upon the
death of the primary Beneficiary, or upon the death of the Participant if the
primary Beneficiary is not then living, any unpaid installments shall be paid to
the alternate Beneficiary.

Notwithstanding anything herein to the contrary, if the distribution of a
Participant's vested Accrued Benefit has begun in accordance with a method
selected in Section 10.1 and the Participant dies before his entire interest has
been distributed to him, the remaining portion of such interest shall be
distributed at least as rapidly as under the method of distribution selected
pursuant to Section 10.1 as of his date of death.  If a Participant dies before
he has begun to receive any distributions of his vested Accrued Benefit, his
entire vested Accrued Benefit shall be distributed to his Beneficiaries within
five years after his death.  This five-year distribution requirement shall not
apply to any portion of the deceased Participant's vested Accrued Benefit which
is payable to or for the benefit of a designated Beneficiary.  In such event,
such portion may be distributed over a period not extending beyond the life
expectancy of such designated Beneficiary, provided such distribution begins not
later than one year after the date of the Participant's death, or such later
date as may be prescribed by Treasury Regulations.  However, in the event that
the Participant's spouse is his Beneficiary, the requirement that distributions
commence within one year of a Participant's death shall not apply.  In lieu
thereof, such distribution must commence no later than the date on which the
deceased Participant would have attained age 70-1/2.  If the surviving spouse
dies before the distributions to such spouse begin, then the five-year
distribution requirement shall apply as if the spouse were the Participant.  Any
amount paid to a child shall be treated as if paid to the surviving spouse of
the Participant  if such amount will become payable to the surviving spouse upon
such child reaching majority (or other designated event permitted under Treasury
Regulations).

11.2 Designation of Beneficiary.  In the event of the death of a Participant or
former Participant, any benefits payable hereunder shall be paid to the
Participant's surviving spouse, if any, or to any other Beneficiary who may be
designated by the Participant as hereinafter provided if such surviving spouse
consents thereto or if there is no surviving spouse.  For purposes of
entitlement to receive benefits pursuant to the foregoing sentence, only a
spouse who has been married to the Participant for the 1-year period ending on
the date of the Participant's death shall be considered a surviving spouse
unless otherwise specifically provided by a qualified domestic relations order
pursuant to Section 414(p)(5) of the Code.

The consent of a surviving spouse to the designation of any other Beneficiary
shall be made in writing on a form provided by the Administrator, which form
shall contain the surviving spouse's acknowledgment of the effect of such
consent and shall be witnessed by the Administrator, his representative, or a
notary public.  Notwithstanding the foregoing, such written consent shall not be
required if it is established to the satisfaction of the Administrator or his
representative that such consent may not be obtained because there is no spouse,
because the spouse cannot be located, or because of such other circumstances as
the Secretary of the Treasury may by regulations prescribe.

Subject to the foregoing paragraphs of this Section, each Participant shall have
the right at any time to designate a primary and an alternate Beneficiary to
receive any benefits payable hereunder on the death of the Participant, and from
time to time to change any such designation.  Each such designation shall be
evidenced by a written instrument filed with the Committee, signed by the
Participant.  Such designation or change made pursuant to the first sentence of
this paragraph shall take effect as of the date of execution of such written

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instrument, whether or not the Participant is living at the time of such filing,
but without prejudice to the Trust Fund on account of any payments made before
receipt of such written instrument by the Committee.

                                 ARTICLE XII
                          Stock Rights of Participants

12.1 Voting Rights.  Each Participant (or, in the event of his death, his
Beneficiary) shall have the right to direct the Trustee as to the manner in
which Shares allocated to his ESOP Account are to be voted on each matter
brought before an annual or special stockholders' meeting of the Company.
Before each such meeting of stockholders, the Trustee shall cause to be
furnished to each Participant (or Beneficiary) a copy of the proxy solicitation
material, together with a form requesting confidential directions on how such
Shares allocated to such Participant's ESOP Account shall be voted on each such
matter; provided, however, that the Committee shall in a timely manner provide
the Trustee with such proxy solicitation material and forms, and shall also
provide the Trustee with the mailing address of each Participant (or
Beneficiary).  Upon timely receipt of such directions the Trustee shall on each
such matter vote as directed the number of shares (including fractional Shares)
allocated to such Participant's ESOP Account, and the Trustee shall have no
discretion in such matter.  The instructions received by the Trustee from
Participants shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or Employees of the
Company or any Affiliate.  The Trustee, to the extent consistent with the Act,
shall vote both allocated Shares for which it has not received direction, as
well as unallocated Shares, in the same proportion as directed Shares are voted,
and the Trustee shall have no discretion in such matter.

12.2 Rights on Tender or Exchange Offer.  Each Participant (or, in the event of
his death, his Beneficiary) shall have the right, to the extent of the number of
Shares allocated to his ESOP Account, to direct the Trustee in writing as to the
manner in which to respond to a tender or exchange offer with respect to Shares.
The Trustee shall use its best efforts to timely distribute or cause to be
distributed to each Participant (or Beneficiary) such information as will be
distributed to stockholders of the Company in connection with any such tender or
exchange offer; provided, however, that the Committee shall in a timely manner
provide the Trustee with all such information, and shall also provide the
Trustee with the mailing address of each Participant (or Beneficiary).  Upon
timely receipt of such instructions, the Trustee shall respond as instructed
with respect to Shares.  The instructions received by the Trustee from
Participants shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or Employees of the
Company or any Affiliate.  If the Trustee shall not receive timely instruction
from a Participant (or Beneficiary) as to the manner in which to respond to such
a tender or exchange offer, the Trustee shall not tender or exchange any Shares
with respect to which such Participant has the right of direction, and the
Trustee shall have no discretion in such matter.  Unallocated Shares shall be
tendered or exchanged by the Trustee in the same proportion as Shares with
respect to which Participants (or Beneficiaries) have the right of direction are
tendered or exchanged, and the Trustee shall have no discretion in such matter.

12.3 Rights in Event of Default.  Notwithstanding the provisions of Sections
12.1 and 12.2, the rights provided in those sections with respect to unallocated
Shares may be exercised by the lender under any Stock Obligation, the proceeds
of which were used to purchase such Shares, to the extent provided by the terms
of such Stock Obligation in the event of any default thereunder.

                                ARTICLE XIII
                             Termination of Plan

13.1 Termination.  Although the Company hopes to continue the Plan and its
contributions to the Trust Fund indefinitely, the Company may, by action of the
Board, for any reason, terminate the Plan, in whole or in part, and all further
contributions to the Trust Fund at any time.  Any liability of the Company
hereunder shall automatically terminate upon its being legally dissolved, upon
the filing of a petition in bankruptcy (either voluntarily or involuntarily) or
upon its making any general assignment for the benefit of creditors.

13.2 Distribution.  Upon (1) the termination, in whole or in part, of the Plan,
(2) the complete discontinuance of contributions by the Employer to the Trust
Fund, or (3) the termination of the liability of the Company, as provided for in
Section 13.1 hereof, the Committee shall make a final allocation of Employer
contributions, if any, and net earnings or losses in the manner prescribed
herein to the Accounts of Participants who are Employees of the Employer.
Thereafter, the funds in the Accounts of each Participant shall be paid and
distributed to such person under any one or more of the options set forth in
Article X hereof, upon the earliest of (1) a date that is not more than 60 days
following the later of termination of the Plan or receipt of a favorable
determination letter (if requested) from the Internal Revenue Service following
such termination, but only if another defined contribution plan (other than an
employee stock ownership plan) has not been established or is not maintained by
the Employer, (2) the Participant's attainment of age 59 1/2, (3) the
Participant's termination of employment with the Employer, (4) the Participant's
Total Disability, or (5) the Participant's death.  Any final payment or
distribution to any Participant or Beneficiary in accordance with the provisions
hereof shall be in full satisfaction of all claims against the Employer, the
Trust Fund, the Trustee and the Committee.

13.3 Final Expenses.  Notwithstanding anything to the contrary herein, all
expenses of the administration of the Trust Fund, and other expenses incident to
the termination and distribution of the Trust Fund, incurred prior to or

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after the termination of the Plan, shall be paid from the Trust Fund, unless
voluntarily paid by the Employer.

                                 ARTICLE XIV
                               Amendment of Plan

14.1 Amendment.  The Company shall have the right, by action of the Board, to
modify or amend this Plan, in whole or in part, at any time and from time to
time; provided, however, that no such action shall adversely affect Participants
to the extent of their vested benefits, nor shall such action decrease a
Participant's Accrued Benefit or eliminate an optional form of distribution.
Any such modifications or amendments may be made retroactively.
If the Plan shall at any time become a transferee of a plan which is subject to
the requirements of Section 401(a)(11)(A) of the Code, the Plan will be amended
to meet said requirements.

14.2 Trustee.  The Committee shall deliver a copy of each amendment to the Plan,
and the Board resolution adopting the same, to the Trustee promptly after its
adoption.  No amendment shall be made that would adversely affect the Trustee or
impose additional duties on it without the Trustee's written consent thereto.

14.3 Change in Vesting.  If an amendment or a change in the top-heavy status of
the Plan changes the vesting schedule of the Plan, as set forth in Section 6.1
hereof, any Active Participant having three or more years of service, within the
meaning of Section 1.411(a)-8(b)(3) of the Treasury Regulations, on the date
which is 60 days after such amendment or change is adopted or becomes effective
(or, if later, 60 days after written notice of the amendment or change is given)
may, no later than the end of the election period, elect to remain subject to
the vesting schedule in effect prior to such amendment or change.  For purposes
of the foregoing, the "election period" shall begin on the date the amendment
changing the vesting schedule is adopted or the date on which the Plan's top-
heavy status is changed and shall end no earlier than the latest of the
following dates (provided that in the case of a change in the Plan's top-heavy
status, only clause (ii) shall apply):

(i) the date which is 60 days after the day the Plan amendment is adopted;

(ii) the date which is 60 days after the day the Plan amendment becomes
effective or the top-heavy status of the Plan changes; or

(iii) the date which is 60 days after the day the Participant is issued written
notice of the Plan amendment by the Employer or the Committee.

                               ARTICLE XV
                            Claims Procedure

15.1 Claims.  Each Participant and Beneficiary of the Plan shall submit all
claims for benefits, claims relating to the amount or manner of any
distribution, and any other request relating to any Account, in writing, to the
Administrator of the Plan.  The Administrator shall within a reasonable period
of time, but not later than 60 days after receipt thereof, either approve or
deny such claim or request, either wholly or in part, and notify the claimant in
writing of the action taken.

15.2 Notice of Denial.  If such claim or request is wholly or partially denied,
the written notice of the Administrator shall set forth in a manner calculated
to be understood by the claimant:

(a) specific reason for the denial;

(b) specific reference to the pertinent Plan provisions on which the denial is
based;

(c) specific reference to any additional material or information necessary for
the claimant to perfect review of the claim and explanation of why such material
or information is necessary; and

(d) an explanation of the Plan's claims review procedure.

15.3 Review.  Upon denial of such a claim or request, the claimant shall be
entitled within 60 days after the receipt of written notice of denial by the
Administrator:

(a) to request, in writing, a review by the Committee of the denial;

(b) to review pertinent documents; and

(c) to submit issues and comments in writing.

This 60-day period may be extended in special circumstances.

The Committee shall render a decision on its review of the denial promptly, but
not later than 60 days after the receipt of the request for review, unless
special circumstances require an extension of time, in which case a decision
shall be rendered not later than 120 days after the receipt of a request for
review.

The decision of the Committee shall be in writing and shall set forth reasons
therefore stated in a manner calculated to be understood by the claimant,
including specific references to the pertinent Plan provisions on which the
decision is based.  All interpretations, determinations, decisions and other
actions of the Committee, taken in accordance with the provisions hereof shall
be final, conclusive and binding on all parties.

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                                 ARTICLE XVI
                                 The Trustee

16.1 All contributions hereunder to the Trust Fund shall be held, in trust, by
such Trustee as may be selected by the Board, from time to time, under a trust
agreement approved by the Board, with such powers in the Trustee as to
investment, reinvestment, control and disbursement of all or part of the Trust
Fund as the Board shall approve and as shall be in accordance with the
provisions hereof.  The Board may in its sole discretion remove any Trustee at
any time, upon reasonable notice, and upon such removal or upon the resignation
of any Trustee, the Board shall designate a successor Trustee.

                                  ARTICLE XVII
                            Miscellaneous Provisions

17.1 The Plan and the Trust provided for hereunder are created for the exclusive
benefit of the Participants and their Beneficiaries.  Under no circumstances
whatsoever shall any assets of the Trust Fund ever revert to, or be used or
enjoyed by, the Employer, or any successor thereto, nor shall any such assets
ever be used other than for the exclusive benefit of the Participants or their
Beneficiaries.

17.2 No Participant or Beneficiary shall have any legal or equitable right or
interest in the Trust Fund established hereunder, except as expressly provided
for herein, and no Employee shall be deemed to possess a right to share in any
moneys allocated by the Committee as hereinabove set forth, except as herein
provided.

17.3 Participation in the Plan shall not give any Participant the right to
continue as an Employee of the Employer or any right or claim to a retirement
pension unless the right to such retirement pension is provided for herein.

17.4 All decisions of the Committee hereunder shall be made in a uniform,
nondiscriminatory manner.

17.5 Whenever the Company or any Affiliate is permitted or required under the
terms of this Plan to take any action, it shall be done by its Board of
Directors or its Executive Committee and shall be evidenced by proper
resolutions certified by the appropriate officers.

17.6 The Plan shall not be automatically terminated by the Company's acquisition
by, or merger into, any other company.  The Plan shall be continued after such
merger if the successor company agrees to continue the Plan.  All rights to
amend or terminate the Plan shall be transferred to the successor company,
effective as of the date of the merger.

The merger or consolidation with, or transfer of assets and liabilities to, any
other qualified retirement plan shall be permitted only if the benefit each
Participant would receive if the Plan were terminated immediately after such
merger or consolidation, or transfer of assets and liabilities, would be at
least as great as the benefit he would have received had the Plan been
terminated immediately before any such transaction.

17.7 To the extent permitted by law and with the exception of payments pursuant
to a qualified domestic relations order within the meaning of Section 414(p) of
the Code, no benefit payable hereunder shall be subject in any manner to
anticipation, assignment, garnishment, or pledge.  Any attempt to anticipate,
assign, garnishee or pledge the same will be of no effect.  No such benefits
will be in any manner liable for or subject to the debts, liabilities, or torts
of any Participants, and if any Participant is adjudicated bankrupt or attempts
to anticipate, assign or pledge any such benefits, then such benefits will, in
the discretion of the Committee, cease.  In such event, the Committee will have
the authority to cause the same or any part thereof to be held or applied to or
for the benefit of such Participant, his spouse, his children or other
dependents, or any of them, in such manner and in such proportion as the
Committee may in its discretion deem proper.

Notwithstanding any provision of this Section to the contrary, an offset to a
Participant's accrued benefit against an amount that the Participant is ordered
or required to pay the Plan with respect to a judgment, order, or decree issued,
or a settlement entered into, on or after August 5, 1997, shall be permitted in
accordance with Code Sections 401(a)(13)(C) and (D).

17.8 A Participant shall not, with or without cause, be divested of any Accrued
Benefits under the terms of the Plan.

17.9 Notwithstanding any other provisions of the Plan, a former Participant
shall not be entitled to payment of duplicate benefits upon again becoming a
Participant.

17.10 The headings of the Sections herein are for reference only.  In the event
of a conflict between such a heading and the content of a Section, the content
of the Section shall control.

17.11 The interpretation of the provisions hereof and the administration of the
Plan shall be governed, to the extent applicable, by the Act and, to the extent
the Act is not applicable, by the laws of Connecticut.

                              ARTICLE XVIII
                         Top-Heavy Plan Provisions

(Sections 18.1 - 18.9 provide definitions for Article XVIII)

18.1 Compensation.  Compensation of an Employee which is reportable on Form W-2
for the calendar year ending with or within the Plan year.

18.2 Key Employee.  Any Employee or former Employee (and the Beneficiaries of
such Employee) who at any time during the Determination Period was an officer

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of the Employer with Compensation greater than 150% of the dollar limitation
under Section 415(c)(1)(A) of the Code, an owner (or considered an owner under
Section 318 of the Code) of one of the ten largest interests in the Employer if
such individual's Compensation exceeds the dollar limitation under Section
415(c)(1)(A) of the Code and such individual's ownership interest exceeds 1/2%,
a 5% owner of the Employer, or a 1% owner of the Employer who has Compensation
of more than $150,000.  The determination of who is a Key Employee will be made
in accordance with Section 416(i)(1) of the Code.

18.3 Top-Heavy Plan.  This Plan is top-heavy if any of the following conditions
exists:

(a) If the Top-Heavy Ratio for this Plan exceeds 60% and this Plan is not part
of any Required Aggregation Group or Permissive Aggregation Group of plans.

(b) If this Plan is a part of a Required Aggregation  Group of plans (but which
is not part of a Permissive Aggregation Group) and the Top-Heavy Ratio for the
Required Aggregation Group of plans exceeds 60%.

(c) If this Plan is a part of a Required Aggregation Group of plans and part of
a Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.

18.4 Top-Heavy Ratio.

(a) The Top-Heavy Ratio for this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the numerator of which is the
sum of the account balances under the aggregated defined contribution plan or
plans of all Key Employees as of the Determination Date(s) (including any part
of any account balance distributed in the Determination Period(s)), and the
denominator of which is the sum of all account balances (including any part of
any account balance distributed in the Determination Period(s)) under the
aggregated defined contribution plan or plans for all participants, determined
in accordance with Section 416 of the Code and the Regulations thereunder.

(b) For purposes of (a) above, the value of account balances shall be determined
as of the most recent Valuation Date that falls within or ends with the 12-month
period ending on the Determination Date.  The account balances of a participant
(1) who is not a Key Employee but who was a Key Employee in a prior year, or (2)
who has not received any Compensation from any Employer maintaining the plan at
any time during the Determination Period shall be disregarded.  The calculation
of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and
transfers are taken into account shall be made in accordance with Section 416 of
the Code and the Regulations thereunder.  Deductible employee contributions
shall not be taken into account for purposes of computing the Top-Heavy Ratio.
When aggregating plans, the value of account balances shall be calculated with
reference to the Determination Date(s) that falls within the same calendar year.

18.5 Permissive Aggregation Group.  The Required Aggregation Group of plans plus
any other plan or plans of the Employer which, when considered as a group with
the Required Aggregation Group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

18.6 Required Aggregation Group. (a) Each qualified plan of the Employer,
whether or not terminated, in which at least one Key Employee participated
during the Determination Period, and (b) any other qualified plan of the
Employer which enabled a plan described in (a) to meet the requirements of
Section 401(a)(4) and 410 of the Code during the Determination Period.

18.7 Determination Date. For any Plan Year, the last day of the preceding Plan
Year.

18.8 Determination Period.  The Plan Year containing the Determination Date and
the four (4) preceding Plan Years.

18.9 Valuation Date.  For purposes of computing the Top- Heavy Ratio, the
Valuation Date shall be the normal annual valuation date for the Plan.

18.10 Special Provisions.  If the Plan is or becomes a Top-Heavy Plan, the
following provisions shall supersede any conflicting provisions in the Plan:

(a) Minimum Allocations

(1) Except as otherwise provided in (2) and (3) below, for any Plan Year in
which this Plan is a Top-Heavy Plan, the Employer contributions (including
salary deferral contributions) and forfeitures allocated on behalf of any
Participant who is not a Key Employee shall not be less than the lesser of 3% of
such Participant's Compensation or the largest percentage of Employer
contributions (including salary deferral contributions) and forfeitures, as a
percentage of the first $200,000 of the Key Employee's Compensation, allocated
on behalf of any Key Employee for that year.  The minimum allocation is
determined without regard to any Social Security contribution.  This minimum
allocation shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would
have received a lesser allocation for the year because of (i) the Participant's
failure to complete 1,000 Hours of Service (or any equivalent provided in the
Plan), or (ii) the Participant's failure to make mandatory employee

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contributions to the Plan, or (iii) Compensation less than a stated amount.

(2) The provision in (1) above shall not apply to any Participant who was not
employed by the Employer on the last day of the Plan Year.

(3) The provision in (1) above shall not apply to any Participant to the extent
the Participant is covered under any other plan or plans of the Employer which
provide(s) for the minimum allocation or benefit applicable to Top-Heavy Plans.

(b) Vesting

Notwithstanding the provisions of Section 6.1(a), a Participant shall vest in
his Account in accordance with the following table:

	Years of Service       Non-forfeitable Percentage
	  less than 1				                0%
		1					                         10%
		2					                         25%
		3					                         40%
		4					                         55%
		5					                         70%
		6					                        100%

Notwithstanding the foregoing, a Participant shall be fully vested in his
Account to the extent provided in Section 6.1(b).



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