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                                             Exhibit 10(p)

                           THE ADVEST GROUP, INC.
                              1998 EQUITY PLAN

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

                                  ARTICLE I
                                 DEFINITIONS

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

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

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

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

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

     Section 1.5.  "Change of Control" means a transfer or sale of
substantially all of the assets of the Company or merger or consolidation of
the Company into or with any other

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corporation or entity that occurs after the Effective Date, provided either
(a) the other corporation or entity is engaged in the retail securities
brokerage business at the date of the transaction and such transaction
results in the Company not surviving such merger or consolidation or (b) a
substantial change in the senior management of the Company occurs within six
months as a result of the transaction.

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

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

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

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

     Section 1.10.  "Deferral Period" means the period beginning on January
1, 1998 and ending on the earliest of:  (a) the termination of a
Participant's employment with the Company or an Affiliate, (b) the
termination of the Plan in accordance with Article IX, or (c) December 31,
1998.

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

     Section 1.12.  "Effective Date" means December 1, 1997.

     Section 1.13.  "Employee" means any person who is a common-law employee
of the Company or an Affiliate.

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

     Section 1.15.  "Participant" means an Employee participating in the Plan
as provided in Article II.

     Section 1.16.  "Permanent Disability" means a mental or physical
condition which renders a Participant permanently unable or incompetent to
engage in any substantial gainful activity.

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     Section 1.17.  "Plan" means "The Advest Group, Inc. 1998 Equity Plan".

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

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

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

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

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

                                 ARTICLE  II
                                 ELIGIBILITY

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

          (a)  is an account executive, other than an account executive in
          the first 36 months of a recruitment loan program (measured as of
          January 1, 1998), who is a member of the Chairman's Council, the
          Advisory Council, the President's Council, or the Associates'
          Council by the standards the Company has set based upon levels of
          achievement with respect to the last complete fiscal year
          commencing prior to such Deferral Period; or

          (b)  is a key employee designated by the Chief Executive Officer of
          the Company on a list provided by the Chief Executive Officer to
          the Committee on or before December 31, 1997 as eligible to
          participate in the Plan ("Key Employees").

     Notwithstanding the foregoing, Employees who are executive officers
shall not be eligible to participate in the Plan.

     Section 2.2.  Duration of Participation.  A Participant shall cease to
be a Participant on the earliest of: (a) the date all restrictions with
respect to Stock purchased hereunder lapse and all Options purchased
hereunder have terminated, (b) the date such Stock and Options are forfeited
in accordance with Section 4.3 or Section 5.5, or (c) the date the Plan is
terminated in accordance with Article IX.

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

                                 ARTICLE III
                                   DEFERRAL

     Section 3.1.  Amount Deferred.  During the Deferral Period:

          (a)  A Participants who is a member of the Chairman's Council may
          elect to receive a minimum of 2.5% and a maximum of 10% of his or
          her Compensation in the form of Units.

          (b)  A Participant who is (i) a member of the Advisory Council,
          (ii) a member of the President's Council, or (iii) a Key Employee
          who had total compensation during 1997 of $125,000 or more, may
          elect to receive a minimum of 2.5% and a maximum of 7.5% of his or
          her Compensation in the form of Units.

          (c)  A Participant who is (i) a member of the Associates' Council,
          or (ii) a Key Employee who had total compensation during 1997 of
          less than $125,000, may elect to receive a minimum of 1.5% and a
          maximum of 5% of his or her Compensation in the form of Units.

          (d)  In addition to the percentage elections set forth above in
          clause (b) or (c), whichever may be applicable, a salaried Key
          Employee who elects at least the minimum level of investment may
          also elect to receive a greater percentage, up to a maximum
          aggregate of 100%, of his or her Compensation above base salary in
          the form of Units, provided that at no time may the amount of
          Compensation received in the form of Units exceed the maximum
          permitted percentages of Compensation specified in clause (b) or
          (c) above, whichever may be applicable.

     Notwithstanding the foregoing, no Participant may elect to receive
during the Deferral Period Units with an aggregate Unit Price in excess of
$50,000, and no further Units shall be acquired for Participants under the
Plan if such acquisition would cause the aggregate number of Units sold to
exceed 400,000.  If, based upon Participant elections, the Committee
anticipates at the commencement of 1998 that these aggregate limit is likely
to be exceeded, the Committee may reduce the maximum percentage investments
in a manner it determines to be equitable to all participants.  Participants
will be notified of any reduction applicable to them by January 31, 1998.

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     Section 3.2.  Receipt of Units.  Amounts deferred hereunder shall be
withheld from a Participant's paycheck in periodic installments.   On the
last business day of each month, the total of a Participant's Deferred
Amounts under Section 3.1 shall be applied to acquire Units for such
Participant at the then Unit Price.  No interest or other earnings shall
accrue on amounts deferred prior to acquisition of Units.  Fractional units
may be acquired by a Participant; provided, that the Committee may establish
procedures to eliminate any fractional holdings of Units held on behalf of
Participants as of December 31, 1998 in a manner equitable to all
Participants.

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

                                 ARTICLE IV
                              RESTRICTED STOCK

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

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

          (a)  Subject to the provisions of the Plan and the Restricted Stock
     Agreements, during the period commencing on the date of the acquisition
     of any shares of Restricted Stock hereunder and terminating on January
     1, 2002 (together with any extensions of such period approved as
     provided herein) (the "Restriction Period"), a Participant shall not be
     permitted to sell, transfer, pledge or assign shares of Restricted Stock
     acquired under the Plan.  One year extensions of the Restriction Period
     for Restricted Stock purchased hereunder will be made at a Participant's
     election, which election must be in writing on a form provided by the
     Committee and must be made no later than one year before the Restriction
     Period would otherwise terminate; provided, however, that the Committee
     may at any time determine that no additional extensions of Restricted
     Periods will be effective.

          (b)  A Participant shall have the right to direct the vote of such
     Participant's shares of Restricted Stock during the Restriction Period,
     in accordance with Section 4.4.  A Participant shall have the right to
     receive any regular dividends on such shares of Restricted Stock.  The
     Committee shall in its sole discretion determine a Participant's rights
     with respect to extraordinary dividends on the shares of Restricted
     Stock.

          (c)  Shares of Restricted Stock shall be transferred to a
            Participant's brokerage account with Advest, Inc.
            within a reasonable time after, and only after, the
            Restriction Period shall expire (or such earlier time
            as the restrictions may lapse in

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            accordance with Section 4.2(a) or Section 4.3) without forfeiture
            in respect of such shares of Restricted Stock.
 
     Section 4.3.  Termination of Employment.  Subject to the provisions of
Section 4.2(a), the following provisions shall apply to a Participant's
shares of Restricted Stock prior to the end of the Restriction Period
(including extensions):

          (a)  Upon a Participant's death, Permanent Disability, Retirement
     with the written consent of the President or the Chief Executive Officer
     of the Company or the Affiliate by which the Participant is employed,
     voluntary termination of employment more than nine months after a Change
     of Control, or involuntary termination of employment (other than a
     termination for Cause), the restrictions on such Participant's
     Restricted Stock shall immediately lapse, and such shares shall be
     delivered to the Participant or the Participant's designated
     Beneficiary, as the case may be, within a reasonable time after the
     occurrence of any such event.

          (b)  Upon a Participant's Retirement without the written consent of
     the President or the Chief Executive Officer of the Company or the
     Affiliate by which the Participant is employed or voluntary termination
     of employment within nine months of a Change of Control, the Participant
     shall forfeit all of such Participant's shares of Restricted Stock and
     receive in return, without interest, a cash payment equal to (i) the
     lesser of:  (1) the aggregate Unit Price for such Restricted Stock, and
     (2) the closing price per share of Stock on the Composite Tape of the
     New York Stock Exchange on the Participant's date of termination or
     Retirement, multiplied by (ii) the number of shares of Restricted Stock
     owned by the Participant.

          (c)  If a Participant voluntarily terminates employment (other than
     as set forth in subsections (a) or (b) of this Section 4.3), is
     involuntarily terminated for Cause, or retires prior to attaining the
     age of fifty-five, such Participant shall forfeit such Participant's
     Restricted Stock.

     Section 4.4.   Voting Rights.  During the Restriction Period the shares
of Restricted Stock shall be voted by the Chairman of the Committee, and the
Chairman shall vote such shares in accordance with instructions received from
Participants.  Shares as to which no instructions are received shall be voted
by the Chairman proportionately in accordance with instructions received from
Participants in the Plan.

                                  ARTICLE V
                                   OPTIONS

     Section 5.1.  Issuance.  Options received as part of a Unit shall be
issued to the Participant (or the Participant's designated Beneficiary in
accordance with Section 5.5(c) below) on July 1, 1998 and January 1, 1999, in
each case with an exercise price per share equal to the closing price per
share on the Composite Tape of the New York Stock Exchange on the last
business day prior to the issuance of the Options and covering the purchase
of a

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number of shares of Stock equal to the number of shares of Restricted Stock
acquired by the Participant during the preceding six calendar months.

     Section 5.2.  Stock Option Agreement.  Recipients of Options shall enter
into a Stock Option Agreement or Agreements with the Company, in such form as
the Committee shall determine, which Agreement or Agreements shall set forth,
among other things, the exercise price or prices of the Options (or the
formula for determining such exercise price), the term of the Option and
provisions regarding exercisability of the Options granted thereunder.

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

     Section 5.4.  Exercise of Options.  Options acquired hereunder will vest
and become exercisable on January 1, 2004 (unless earlier forfeited or
terminated) and will remain exercisable for a period of twenty-four months,
until December 31, 2005.  An Option shall not be exercisable unless payment
in full is made for the shares being acquired thereunder at the time of
exercise; such payment shall be made (a) in United States dollars by cash or
check, or (b) in lieu thereof, unless the Committee shall in its sole
discretion determine otherwise, by tendering to the Company Stock owned by
the person exercising the Option (or owned by the person exercising the
Option and his or her spouse, jointly) and acquired more than six months
prior to such tender, and having a fair market value equal to the cash
exercise price applicable to such Option, such fair market value to be
determined in such reasonable manner as may be provided for from time to time
by the Committee or as may be required in order to comply with or to conform
to the requirements of any applicable or relevant laws or regulations, or (c)
by a combination of United States dollars and Stock as aforesaid.

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

          (a)  Upon a Participant's death, Permanent Disability, Retirement
     with the written consent of the President or the Chief Executive Officer
     of the Company or the Affiliate by which such Participant is employed,
     voluntary termination of employment more than nine months after a Change
     of Control, or involuntary termination of employment (other than a
     termination for Cause), the Options shall immediately vest and shall be
     exercisable for a period of three months after the Participant's
     termination of employment by the Participant or the Participant's
     designated Beneficiary, as the case may be.

          (b)  Upon a Participant's voluntary termination of employment
    (other than as set forth in subsection (a) of this Section 5.5),
     involuntary termination for Cause, retirement prior to attaining
     the age of fifty-five, or Retirement without the written consent
     of the President or the Chief Executive Officer of the Company or
     the Affiliate

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     by which such Participant is employed, the Participant
     shall forfeit such Participant's unvested Options.

          (c)  If a Participant shall have terminated employment for any
     reason after the acquisition of Units hereunder but prior to the
     issuance of the Option portion of such Units, any Option acquired as
     part of the Unit shall be forfeited as provided in subsection (b) of
     this Section 5.5.

                                 ARTICLE VI
                                  ELECTION

     Section 6.1.   Election.  A Participant as defined in Section 2.1 shall
elect the Amount Deferred as defined in Section 3.1 for the Deferral Period
on such forms as the Committee may prescribe according to Section 10.2(h).
Such election shall be made by or on December 31, 1997.

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

                                 ARTICLE VII
                  ADJUSTMENTS UPON A CHANGE IN COMMON STOCK

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

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                                ARTICLE VIII
                                 WITHHOLDING

     In the event that the Company determines that it or an Affiliate is
required by law to withhold taxes at any time, including, but not limited to,
upon the exercise of an Option or upon the vesting of shares of Restricted
Stock, the Company shall have the right to require a Participant to pay to
the Company the amount of taxes that the Company or Affiliate is required to
withhold or, in lieu thereof, (a) to retain, or sell without notice, a
sufficient number of shares of Restricted Stock held by it for the
Participant to cover the amount to be withheld, or (b) to withhold the amount
of such taxes from any other sums due or to become due from the Company or an
Affiliate to the Participant upon such terms and conditions as the Committee
shall prescribe.

                                 ARTICLE IX
                          AMENDMENT AND TERMINATION

     Section 9.1.  Power to Amend.  The Board of Directors may amend, modify,
change, or revise the Plan by amendment at any time; provided, however, that
(a) no amendment shall increase the duties or liabilities of the Board of
Directors or the Committee without written consent of each member and (b) no
amendment shall be made without the written covenant of a Participant if the
effect of such amendment would reduce the rights of a Participant with
respect to Units acquired prior to the date of the amendment.

     Section 9.2.  Plan Termination.  The continuation of the Plan is not
assumed as a contractual obligation of the Company and the right is reserved
by the Company at any time to discontinue the Plan.  The Plan may be
terminated by the Board of Directors at any time, when in its judgment,
business, financial or other good causes make such termination necessary or
appropriate; such termination to become effective upon the delivery of notice
by the Board of Directors or the Committee to the Participants.


                                  ARTICLE X
                         ADMINISTRATION OF THE PLAN

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

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

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

          (b)  To construe the Plan;

          (c)  To determine all questions arising in the administration of
          the Plan, including those relating to the eligibility of persons to
          become Participants in accordance with Article II and the rights of
          Participants and their Beneficiaries, and its decisions thereon
          shall be final and binding upon all persons hereunder;

          (d)  To oversee the retention of records relating to Participants
          and other matters applicable to the Plan;

          (e)  To make available to Participants and Beneficiaries upon
          request, for examination during business hours, such records as
          pertain exclusively to the examining Participant (or Beneficiary);

          (f)  To prescribe procedures to be followed by Participants and
          Beneficiaries in making claims hereunder;

          (g)  To make available for inspection and to provide upon request
          at such charge as may be permitted and determined by the Company,
          such documents and instruments, if any, as the Committee deems
          appropriate;

          (h)  To prescribe and adopt the use of necessary forms;

          (i)  To appoint such agents and other specialists to aid it in the
          administration of the Plan as it deems necessary; and

          (j)  To make periodic reports on the operation and administration
          of the Plan to the Board of Directors as may be required in any
          articles of incorporation, charter, or by-laws pertaining to the
          Company.

     Section 10.3.  Records.  The regularly kept records of the Committee and
the Company shall be conclusive evidence as to all matters contained therein
applicable to this Plan.

     Section 10.4.  Committee Decisions Final.  The decisions of the
Committee concerning matters within its jurisdiction shall be final, binding,
and conclusive upon the Company and its

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 Affiliates, the Participants, Beneficiaries and any other person or party
interested or concerned.

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

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

     Section 10.7.  Allocations and Delegations of Responsibility.

          (a)  Delegations.  The Committee shall have the authority to
          delegate, from time to time, all or any part of its
          responsibilities under the Plan to such person or persons as it may
          deem advisable and in the same manner to revoke any such delegation
          of responsibility.  Any action of the delegate in the exercise of
          such delegated responsibilities shall have the same force and
          effect for all purposes herein as if such action had been taken by
          the Committee.  The Board of Directors or the Committee shall not
          be liable for any act or omission of any such delegate.  The
          delegate shall report periodically to the Committee concerning the
          discharge of the delegated responsibilities.

          (b)  Allocations.  The Committee shall have the authority to
          allocate, from time to time, all or any part of its
          responsibilities under the Plan to one or more of its members as it
          may deem advisable, and in the same manner to revoke such
          allocation of responsibilities.  Any action of the member to whom
          responsibilities are allocated in the exercise of such allocated
          responsibilities shall have the same force and effect for all
          purposes hereunder as if such action had been taken by the
          Committee.  The Board of Directors or the Committee shall not be
          liable for any acts or omissions of such member.  The member to
          whom responsibilities have been allocated shall report periodically
          to the Committee concerning the discharge of the allocated
          responsibilities.

          (c)  Limit on Liability.  Duties and responsibilities which are
          carried out in good faith by the Committee hereunder or which have
          been allocated or delegated pursuant to the terms of the Plan or
          subsections (a) or (b) of this Section 10.7 shall not create any
          liability of the Company, Board of Directors, or Committee, or any
          member thereof.

                                 ARTICLE XI
                          MISCELLANEOUS PROVISIONS

     Section 11.1.  Merger.  Any successor corporation to the Company, by
merger, consolidation, purchase or otherwise, shall be substituted hereunder
for the Company.  This

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 Plan shall be binding on all successors to and assigns of the Company;
provided that such successors or assigns may terminate the Plan in accordance
with the provisions hereof.

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

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

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

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

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

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

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

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     Section 11.9.  Limitation on Liability.  Neither the Company nor any
agent or representative of the Company who is an employee, officer, or
director of the Company in any manner guarantees the payments to be made
under the Plan against loss or depreciation, and to the extent not prohibited
by federal law, none of them shall be liable (except for his own gross
negligence or willful misconduct), for any act or failure to act, done or
omitted in good faith, with respect to the Plan.  The Company shall not be
responsible for any act or failure to act of any agent appointed to
administer the Plan.

     Section 11.10.  Gender.  Except when otherwise indicated by the context,
any masculine terminology herein shall also include the feminine, and the
definition of any term herein in the singular shall also include the plural.


                             THE ADVEST GROUP, INC.



                             By: /S/ ALLEN WEINTRAUB
                               ---------------------
                               Allen Weintraub
                               Chief Executive Officer

ATTEST:


/S/ DAVID A. HOROWITZ
---------------------
                             -65-