Account Executive Nonqualified Defined Benefit Plan

FOURTH AMENDMENT TO
THE ADVEST, INC.
ACCOUNT EXECUTIVE NONQUALIFIED DEFINED BENEFIT PLAN


This Amendment to The Advest, Inc. Account Executive Nonqualified Defined Benefit Plan (the "Plan") is made effective as of May 1, 2000.


W I T N E S S E T H


WHEREAS, the Plan was adopted by Advest, Inc. (the "Company") effective October 1, 1992 and provides for the provision of specified benefits to certain account executives meeting certain performance targets;


WHEREAS, the Plan was amended by the First Amendment effective as of October 1, 1992, the Second Amendment effective as of October 1, 1995, and the Third Amendment effective as of January 1, 1999; and


WHEREAS, the Company believes it appropriate to further amend the Plan to allow certain enhanced benefits;


NOW, THEREFORE, the Plan is hereby amended as follows:


SECTION 1. Section 1.13 of the Plan is hereby amended in its entirety to read as follows:


1.13. "GROSS COMMISSIONS" of an account executive for any fiscal
year means the total sales credits of the account executive as
reported on the Company's year-end commission report for that fiscal
year.


Notwithstanding the foregoing, where two or more account
executives are involved in a partnership arrangement whereby they pool
sales credits and allocate them among themselves on an agreed basis
(the "Cash Allocation"), the participating account executives may
elect to use an alternative allocation formula (the "Alternative
Allocation") solely for purposes of establishing the Gross Commissions
of each under this Plan for any fiscal year. Under the Alternative
Allocation, certain account executives (referred to as "Juniors") may
receive a lower allocation and others (referred to as "Seniors") a
higher allocation. An Alternative Allocation will not be given effect
for a fiscal year unless it meets each of the following conditions:


(a) An election to use an Alternative Allocation has been made in
writing on a form approved by the Committee, signed by each Junior and
Senior, and delivered to the Director of Human Resources before the
start of the applicable fiscal year.


2
(b) During the last fiscal year ended prior to entering into the
partnership arrangement each Junior can have been allocated no more than
$100,000 in sales credits by the Company or by a prior employer.


(c) The partnership arrangement has been in effect for fewer than
three full years at the start of the fiscal year.


(d) The Cash Allocation to each Junior for the fiscal year is less
than the Gross Commissions Threshold applicable to that fiscal year.


Once an election to use an Alternative Allocation has been made, any
Junior or Senior may terminate the election by written notice to the
Director of Human Resources delivered prior to the start of the fiscal
year. Elections will be automatically revoked if any Junior or Senior
terminates participation in the partnership arrangement before the end of
the fiscal year.


The determination of the Chief Financial Officer of the Company as to
the Gross Commissions of any account executive for any period shall be
conclusive for all purposes.


SECTION 2. Section 1.18 of the Plan is hereby amended in its entirety to read as follows:


1.18 "PERMANENT DISABILITY" means that the Participant is unable to
perform all of the material and substantial duties of their occupation
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