ADVEST GROUP INC, S-3, 1997-12-23

ADVEST GROUP INC
S-3, 1997-12-23
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 23, 1997
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 06-0950444
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

90 State House Square
Hartford, Connecticut 06103
(860) 509-1000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Lee G. Kuckro, Esq.
General Counsel and Secretary
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
(860) 509-1000

(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_______________
with copies to

Martin L. Budd, Esq.
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each class of shares to Amount to be Proposed Maximum Aggregate Proposed Maximum Aggregate Amount of Registration
be registered Registered(1) Price Per Unit Offering Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per (3) (4) (3)
share
Preferred Stock, par value $.01 (3) (4) (3)
per share
Debt Securities (3) (4) (3)
TOTAL $50,000,000(5) (4) $50,000,000(5) $14,750
</TABLE>

(1) Plus such indeterminate number of shares of Common Stock and Preferred
Stock, and indeterminate amounts of Debt Securities as may be issued
upon conversion or exchange of any other Debt Securities or Preferred
Stock that provide for conversion or exchange into such other
securities.

(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.

(3) In no event will the aggregate initial offering price of the Common
Stock, Preferred Stock and Debt Securities exceed $50,000,000 or the
equivalent thereof in any other currency, currency unit or units or
composite currency or currencies.

(4) The proposed maximum offering price per unit will be determined from
time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.

(5) In United States Dollars or the equivalent thereof in any other
currency, currency unit or units, or composite currency or currencies.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE>

(Subject to Completion, Dated December 22, 1997)

PROSPECTUS

THE ADVEST GROUP, INC.

COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES

The Advest Group, Inc., a Delaware corporation (the "Company"), may
offer from time to time, together or separately, (i) shares of its common
stock, par value $.01 per share (the "Common Stock"), (ii) shares of its
preferred stock, par value $.01 per share (the "Preferred Stock"), which
may be convertible or exchangeable into other Preferred Stock or Common
Stock of the Company, and (iii) notes, debentures or other obligations (the
"Debt Securities") of the Company, in one or more series, any of which may
be convertible or exchangeable into Preferred Stock or Common Stock of the
Company. The Common Stock, Preferred Stock and Debt Securities are
collectively referred to herein as the "Securities". The Company may
issue Securities for proceeds up to an aggregate of not more than U.S.
$50,000,000 or the equivalent thereof in one or more currencies or currency
units on terms to be determined at the time such Securities are offered for
sale. As used herein, Securities shall include securities denominated in
U.S. dollars or, at the option of the Company and if so specified in the
applicable Prospectus Supplement, in any other currency unit, including
composite currencies such as the European Currency Unit.

When a particular series of Securities is offered, a prospectus
supplement ("Prospectus Supplement") together with this Prospectus will be
delivered setting forth the terms of such Securities, including, where
applicable, (i) with regard to Debt Securities, the specific designation,
aggregate principal amount, currency or currencies in which the principal,
premium, if any, and interest are payable, denominations, maturity, rate or
rates of any interest, any index, price or formula to be used for
determining the amount of any payment of principal, premium, if any, or
interest, any interest payment dates, whether the Securities are issuable
in registered form, in bearer form, or in the form of one or more global
securities or a combination thereof, any subordination provisions, any
redemption provisions, terms, if any, for conversion or exchange into other
securities, any listing on a securities exchange, the initial public
offering price, methods of distribution and any other specific terms in
connection with the offering and sale of such Securities; (ii) with regard
to Preferred Stock, the specific designation, number of shares, title,
stated value and liquidation preference of each share, dividend rate or
method of calculation, dividend periods, dividend payment dates, any
redemption or sinking fund provision, any conversion or any listing on a
securities exchange, the initial public offering price, methods of
distribution and any other specific terms in connection with the offering
and sale of such Securities; and (iii) with regard to Common Stock, the
number of shares offered, methods of distribution and the initial public
offering price.

The Company may sell the Securities from time to time (i) directly to
purchasers, (ii) through agents, underwriters or dealers or (iii) or
through a combination of such methods. If agents, underwriters or dealers
are involved in the sale of Securities in respect of which this Prospectus
is being delivered, the names of such agents, underwriters or dealers and
any compensation to such agents, underwriters or dealers will be set forth
in the applicable Prospectus Supplement. Such agents, underwriters or
dealers may include Advest, Inc., a wholly owned subsidiary of the Company.
The net proceeds to the Company from such sale will also be set forth in
the applicable Prospectus Supplement. See "Plan of Distribution".

The Company's Common Stock is listed on the New York Stock Exchange
(the "NYSE") under the symbol "ADV". Any Common Stock offered will be
listed, subject to notice of issuance, on such exchange.

This Prospectus and related Prospectus Supplements may be used by
direct or indirect subsidiaries of the Company in connection with offers
and sales related to secondary market transactions in the Securities. Such
subsidiaries may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the
time of sale.

___________________________

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
SALES OF SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY AND ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

___________________________

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.

The date of this Prospectus is __________, 199__.

<PAGE>
AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-3, including
amendments thereto, if any, with respect to the Securities (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission"). This Prospectus and any accompanying Prospectus Supplement
do not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus and any accompanying Prospectus
Supplement concerning the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or as previously filed with the Commission and
incorporated herein by reference. For further information with respect to
the Company and the Securities, reference is made to the Registration
Statement, exhibits and schedules. A copy of the Registration Statement
may be inspected by anyone without charge at the Commission's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of all or any part thereof may be obtained from the Commission
upon payment of certain fees prescribed by the Commission.

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and
other information with the Commission. Such reports, proxy and information
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following Commission Regional offices: Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material also can be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission, and the address of such site is http:
//www.sec.gov.

The Company's Common Stock is listed on the NYSE, and such reports,
proxy and information statements and other information can also be
inspected at the offices of the NYSE, located at 20 Broad Street, New York,
New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated by
reference herein:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997;

2. The Company's Current Report on Form 8-K dated October 2, 1997; and

3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A and any amendments or reports
filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
or 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein)
may be obtained upon written or oral request without charge by each person,
including beneficial owners, to whom this Prospectus is delivered from
Corporate Marketing, The Advest Group, Inc., 90 State House Square,
Hartford, Connecticut 06103, telephone number: (860) 509-1000.

THE COMPANY

The Company is a financial services holding company engaged, with its
operating subsidiaries, in securities brokerage, trading, investment
banking, residential mortgage, consumer lending, asset management, trust
and related financial services. It is organized under the laws of the
State of Delaware and commenced operations on January 1, 1977. The Company
is successor to a partnership which resulted from mergers of five NYSE
member firms organized between 1898 and 1919. The Company's broker-dealer
subsidiary, Advest, Inc. ("Advest"), was organized to succeed the business
of the partnership, effective January 1, 1977. Since that date, a number
of other operating subsidiaries in the brokerage and financial services
industries have been established or acquired. In addition to Advest,
operating subsidiaries include Advest Bank and Trust Company, a federally-
chartered capital stock bank; Boston Security Counselors, Inc., an
investment management company; and Billings & Company, Inc., a real estate
services company.

Because the Company is a holding company, its rights and the rights of
its creditors and stockholders, including holders of the Securities, to
participate in the assets of any subsidiary upon the latter's liquidation
or recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that the Company may itself be a creditor
with recognized claims against the subsidiary.

The Company's principal executive offices are located at 90 State
House Square, Hartford, Connecticut 06103 and its telephone number is (860)
509-1000.

USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of
Securities offered hereby for general corporate purposes, which may include
the continued expansion and diversification, both by internal growth and by
acquisition, primarily of its securities brokerage and investment advisory
business; repayment of any outstanding indebtedness of the Company or its
subsidiaries; or for such other uses as may be set forth in a Prospectus
Supplement. Pending any of the foregoing applications, the net proceeds
may be invested temporarily in short-term, interest-bearing securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth for the periods indicated (a) the
Company's consolidated ratio of earnings to fixed charges, including all
interest expense, and (b) the Company's consolidated ratio of earnings to
fixed charges including interest on borrowed funds only (i.e., excluding
interest on stock loaned, interest to brokerage customers, interest on
deposits and other interest). No shares of preferred stock are currently
outstanding or were outstanding during the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
<S> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
Ratio of Earnings to Fixed Charges,
Including All Interest Expense 1.68 1.65 1.35 1.21 1.31

Ratio of Earnings to Fixed Charges
Including Interest on Borrowed Funds
Only 3.83 3.75 2.49 1.64 1.95
</TABLE>

For purposes of calculating these ratios, earnings consist of pre-tax
income from continuing operations plus fixed charges. For purposes of
calculating the ratio of earnings to fixed charges, including all interest
expense, fixed charges consist of all interest expense, amortization of
debt expense and discount relating to indebtedness, and one-third of rental
expense (the portion of rental expense representative of the interest
factor). For purposes of calculating the ratio of earnings to fixed
charges including interest on borrowed funds only, fixed charges consist of
interest expense on borrowed funds, amortization of debt expenses and
discount relating to indebtedness, and one-third of rental expense (the
portion of rental expense representative of the interest factor).

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general terms
may not apply to the Debt Securities so offered will be described in the
Prospectus Supplement relating to such Debt Securities.

The Debt Securities will be issued under an Indenture (the
"Indenture"), to be entered into between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee"), in substantially the form
filed as an exhibit to the Registration Statement of which this Prospectus
is a part. The following summaries of certain provisions of the Debt
Securities and the Indenture do not purport to be complete and are subject
to, and qualified in their entirety by reference to, all the provisions of
the Indenture, including the definitions therein of certain terms.
Wherever particular Sections, Articles or defined terms of the Indenture
are referred to herein or in a Prospectus Supplement, it is intended that
such Sections, Articles or defined terms shall be incorporated by reference
herein or therein, as the case may be. Section and Article references used
herein are references to the Indenture. Capitalized terms not otherwise
defined herein shall have the meanings given to them in the Indenture.

GENERAL

The Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued by the Company and provides that the Debt
Securities may be issued from time to time in one or more series. Unless
otherwise indicated in the applicable Prospectus Supplement, the Debt
Securities will be unsecured obligations of the Company. Reference is made
to the Prospectus Supplement accompanying this Prospectus for a description
of the Debt Securities being offered thereby including: (1) the title of
such Debt Securities; (2) the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of such Debt
Securities shall be payable; (4) the rate or rates at which such Debt
Securities shall bear interest, if any, or the method by which such rate or
rates shall be determined; (5) the date or dates from which any such
interest will accrue; (6) the date or dates on which such interest will be
payable and the record dates for such interest payment dates (or the method
for establishing such dates); (7) the place or places where the principal
of, premium, if any, and any interest on such Debt Securities shall be
payable and the manner in which any such payment shall be made; (8) any
redemption or sinking fund provisions; (9) any seniority or subordination
provisions; (10) the denominations in which any Debt Securities will be
issuable, if other than denominations of $1,000 and integral multiples
thereof; (11) if other than U.S. dollars, the currency, currencies or
currency unit or units in which principal of, premium, if any, and interest
on such Debt Securities shall be payable and the manner of determining the
equivalent thereof in the currency of the United States; (12) any index or
formula with reference to which the amount of any payment of principal of,
premium, if any or interest on such Debt Securities will be determined;
(13) the portion of the principal amount of such Debt Securities which will
be payable upon acceleration of maturity thereof, if other than the stated
principal amount thereof; (14) if the principal amount payable at the
stated maturity of such Debt Securities will not be determinable as of any
one or more dates prior to the stated maturity, the amount which will be
deemed to be such principal amount as of any such date; (15) whether such
Debt Securities will be issuable in registered or bearer form or both; (16)
whether such Debt Securities are to be issuable initially in temporary
global form and whether such Debt Securities are to be issuable in
permanent global form with or without coupons; (17) if such Debt Securities
are issuable in global form, the name of the depository for such securities
and the method of transferring beneficial interests in such global security
or securities; (18) the terms, if any, upon which the Debt Securities may
be convertible into or exchanged for Common Stock or Preferred Stock and
the conditions upon which such conversion or exchange will be effected;
(19) information with respect to book-entry procedures, if any; and (20)
any other terms or provisions not inconsistent with the provisions of the
Indenture, including any terms which may be required by or advisable under
Federal laws and regulations or advisable in connection with the marketing
of the Debt Securities of such series.

Unless otherwise provided in the applicable Prospectus Supplement,
Debt Securities of any series will be registered Debt Securities.
Additionally, Debt Securities of any series may be represented by a single
global security registered in the name of a depository or its nominee and,
if so represented, beneficial interests in such global security will be
shown on, and transfers thereof will be effected only through, records
maintained by a designated depository and its participants. See "--Global
Securities". Unless otherwise indicated in the Prospectus Supplement, the
Debt Securities will be issued only in denominations of $1,000 and any
integral multiple thereof.

Unless otherwise indicated in the Prospectus Supplement, principal and
interest will be payable at the office of the Trustee. Debt Securities may
be registered for transfer or exchanged at the office of the Trustee,
subject to the limitations in the Indenture. No service charge will be
made for any such transfer or exchange of such Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

GLOBAL SECURITIES

Some or all of the Debt Securities of any series may be represented,
in whole or in part, by one or more global securities. Each global
security will be registered in the name of a depository or a nominee
thereof identified in the applicable Prospectus Supplement and will be
deposited with such depository or nominee or a custodian therefor. So long
as a depository or its nominee is the registered owner of a global
security, such nominee will be considered the sole owner of the Debt
Securities represented by such global security for all purposes under the
Indenture. Except as provided in the Prospectus Supplement, owners of
beneficial interests in a global security will not be entitled to have Debt
Securities of the series represented by the global security registered in
their names, will not receive or be entitled to receive physical delivery
of Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture. Principal
of, premium, if any, and interest on a global security will be payable in
the manner described in the applicable Prospectus Supplement. The specific
terms of the depository arrangements with respect to any portion of a
series of Debt Securities to be represented by a global security will be
described in the applicable Prospectus Supplement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

The Indenture provides that the Company will not merge or consolidate
with any other corporation or sell or convey all or substantially all of
its assets to any entity unless (i) either the Company shall be the
continuing corporation or the successor corporation or the entity which
acquires all or substantially all of the assets of the Company is a U.S.
corporation and expressly assumes the due and punctual payment of the
principal of and interest on the Securities and the due and punctual
performance and observance of all of the covenants and conditions in the
Indenture to be performed or observed by the Company, by supplemental
indenture satisfactory to the Trustee, and (ii) the Company or such
successor shall not, immediately after such transaction, be in default in
the performance of any such covenant or condition. (Section 9.1)

MODIFICATIONS

The Company and the Trustee may, with the consent of holders of not
less than 50% in aggregate principal amount of the Debt Securities of all
series affected thereby (voting as a single class), enter into one or more
supplemental indentures for the purpose of adding to or modifying or
eliminating any provisions of the Indenture or any such supplemental
indenture or modifying in any manner the rights of the holders of the Debt
Securities of each such series; provided that no such modification shall
(i) extend the maturity of any Debt Securities, (ii) reduce the principal
amount of any Debt Securities, (iii) reduce the rate or extend the time of
payment of interest on any Debt Securities, (iv) reduce the amount payable
upon the redemption of any Debt Securities, (v) reduce the amount of the
principal of an original issue discount Debt Security that would be due
upon the acceleration of the maturity thereof or the amount thereof
provable in bankruptcy, (vi) impair any right of repayment at the option of
the holder of any Debt Securities, (vii) impair or affect the right of any
holder of Debt Securities to institute suit for payment thereon or (viii)
reduce the aforesaid percentage of Debt Securities of any series the
consent of the holders of which is required for any such supplemental
indenture, in each case, without the consent of the holders of each Debt
Security so affected. (Section 8.2)

The Company and the Trustee may enter into one or more supplemental
indentures, without the consent of the holders of any Debt Securities, for
certain limited purposes including to: (i) secure any Debt Securities, (ii)
evidence the assumption by a successor corporation of the obligations of
the Company, (iii) add covenants of the Company for the benefit of holders
of Debt Securities, (iv) cure any ambiguity or correct any inconsistency or
defect in the Indenture, (v) establish the forms or terms of a series of
Debt Securities, (vi) evidence the acceptance of appointment by a successor
trustee, (vii) surrender any right or power of the Company and (viii) make
any change that does not materially and adversely affect the interests of
the holders of Debt Securities. (Section 8.1)

EVENTS OF DEFAULT

The following events are "Events of Default" under the Indenture with
respect to a series of Debt Securities: (i) default in the payment of
interest on any Debt Security of such series which continues for 90 days;
(ii) default in the payment of any part of the principal of any Debt
Security of such series when the same becomes due and payable; (iii)
default in the payment of any sinking fund installment as and when the same
shall become due and payable by the terms of the Debt Securities of such
series; (iv) default in the performance, or breach, of any covenant or
warranty of the Company in respect of the Debt Securities of such series
which continues for 90 days after notice to the Company by the Trustee or
the holders of at least 25% in principal amount of the Debt Securities of
all series affected thereby; and (v) certain events of bankruptcy or
insolvency of the Company. If an Event of Default occurs with respect to
the Debt Securities of any series and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding Debt
Securities of all series affected thereby may declare the principal (or, if
the Debt Securities are original issue discount securities, such portion of
the principal as may be specified in the terms of that series) of, and any
premium and interest on, all debt securities of that series to be
immediately due and payable. (Section 5.1)

The Company is required to deliver to the Trustee annually an
officers' certificate as to any default by the Company in the performance
or fulfillment of any covenant, agreement or condition contained in the
Indenture. (Section 3.5) The Trustee is required to transmit to the
holders of the Debt Securities of each series notice of all events or
conditions which are, or with notice or lapse of time would become, an
Event of Default with respect to such series within 90 days of the
occurrence thereof, unless such event shall have been cured before the
giving of such notice, provided that, except in the case of a default in
the payment or principal of or interest on any Debt Securities of such
series, the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the
interests of the holders of the Debt Securities of such series. (Section
5.11)

SATISFACTION AND DISCHARGE OF INDENTURE

Except as otherwise provided in a Prospectus Supplement with respect
to the Debt Securities of any series, if (i) the Company shall have paid or
caused to be paid the principal of and interest on all Debt Securities of
any series (other than Debt Securities which have been destroyed, lost or
stolen and which have been replaced or paid), (ii) the Company delivers to
the Trustee for cancellation all Debt Securities of any series previously
authenticated (other than Debt Securities which have been destroyed, lost
or stolen and which have been replaced or paid) or (iii) all Debt
Securities of any series not previously delivered to the Trustee for
cancellation become due and payable, are by their terms to become due and
payable within one year or are to be called for redemption within one year
(under arrangements satisfactory to the Trustee for the giving of notice of
redemption), and if the Company deposits or causes to be deposited with the
Trustee an amount sufficient to pay all amounts due at maturity or upon
redemption all Debt Securities of such series (other than Debt Securities
which have been destroyed, lost or stolen and which have been replaced or
paid) not previously delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be,
(excluding, however, amounts repaid to the Company as provided in the next
paragraph or paid to any state or to the District of Columbia pursuant to
unclaimed property laws) and if in any such case the Company also pays or
causes to be paid all other sums payable by it under the Indenture with
respect to the Debt Securities of such series, then the Indenture shall
cease to be of further effect with respect to the Debt Securities of such
series, except as to certain provisions applicable to transfers and
exchanges of Debt Securities of such series, the Company's right of
optional redemption, if any, destroyed, lost or stolen certificates, the
rights of the holders to receive payments and certain rights, obligations
and immunities of the Trustee. (Section 10.1)

Any monies deposited with or paid to the Trustee for the payment of
the principal of and premium, if any, or interest on Debt Securities of any
series and not applied but remaining unclaimed by the holders of Debt
Securities of such series for three years after the date upon which the
principal of and premium, if any, or interest on such Debt Securities, as
the case may be, shall have become due and payable, shall, upon request of
the Company, be repaid to the Company by the Trustee, unless otherwise
required by applicable law. The holder of any such Debt Securities shall
thereafter look only to the Company for any payment which such holder may
be entitled to collect. (Section 10.4)

TRUSTEE

The holders of a majority in principal amount of outstanding Debt
Securities of each series affected (with each series voting as a separate
class) may direct the time, method and place for certain actions by the
Trustee, provided, however, that the Trustee shall be under no obligation
to exercise any of the trusts, rights or powers vested in it at the
request, order or direction of any securityholders unless such
securityholders shall have offered the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred thereby. (Sections 5.9 and 6.2)

The Trustee has banking relationships in the ordinary course of
business with the Company and its subsidiaries.

DESCRIPTION OF PREFERRED STOCK

The following summary description of terms of the Preferred Stock sets
forth certain general terms and provisions of the Preferred Stock to which
any Prospectus Supplement may relate. The description of certain
provisions of the Preferred Stock set forth below and in any Prospectus
Supplement does not purport to be complete and is subject to, and qualified
in its entirety by, the provisions of the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") and By-Laws (the "By-
Laws") and the certificate of designations relating to each series of the
Preferred Stock (each, a "Certificate of Designations"), including, in each
case, the definition therein of certain terms. Copies of the Certificate
of Incorporation and the By-Laws are incorporated by reference as exhibits
to the Registration Statement of which this Prospectus is part. A copy of
any Certificate of Designations will be filed as an exhibit to or
incorporated by reference in the Registration Statement of which this
Prospectus is a part at or prior to the time of issuance of the related
series of the Preferred Stock.

The Company's Certificate of Incorporation currently authorizes the
issuance of 2,000,000 shares of preferred stock, par value $.01 per share,
issuable in series. The number of authorized shares of preferred stock may
be increased or decreased (but not below the number of shares outstanding)
by the affirmative vote of the holders of a majority of the outstanding
Common Stock. The Company's Board of Directors is authorized to approve
the issuance of one or more series of Preferred Stock and to fix the number
of shares, the designations, the relative rights and the limitations of any
such series without further authorization by the stockholders of the
Company. At December 22, 1997, no shares of Preferred Stock were
outstanding.

Each series of the Preferred Stock shall have the dividend,
liquidation, redemption and voting rights provided in the applicable
Prospectus Supplement. The applicable Prospectus Supplement will describe
the following terms of the series of Preferred Stock in respect of which
this Prospectus is being delivered: (i) the designation and stated value
per share of such Preferred Stock and the number of shares offered; (ii)
the amount of liquidation preference per share; (iii) the initial public
offering price at which such Preferred Stock will be issued; (iv) the
dividend rate (or method of calculation), the dates on which dividends
shall be payable and the dates from which dividends shall commence to
cumulate, if any; (v) any redemption or sinking fund provisions; (vi) any
conversion or exchange rights; and (vii) any additional voting, dividend,
liquidation, redemption, sinking fund and other rights, preferences,
privileges, limitations and restrictions.

Unless otherwise specified in the applicable Prospectus Supplement,
the holders of Preferred Stock will have no preemptive rights. Preferred
Stock, upon issuance against full payment of the purchase price therefor,
will be fully paid and nonassessable. Neither the par value nor the
liquidation preference is indicative of the price at which the Preferred
Stock will actually trade on or after the date of issuance.

The registrar and transfer agent for each series of Preferred Stock
will be described in the applicable Prospectus Supplement.

The existence of authorized but unissued Preferred Stock may enable
the Board of Directors to render more difficult or to discourage an attempt
to obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise. For example, if in the due exercise of its fiduciary
obligations, the Board of Directors were to determine that a takeover
proposal is not in the Company's best interests, the Board of Directors
could cause shares of Preferred Stock to be issued without stockholder
approval in one or more private offerings or other transactions that might
dilute the voting or other rights of the proposed acquiror or insurgent
stockholder or stockholder group. In this regard, the Certificate of
Incorporation grants the Board of Directors broad power to establish the
rights and preferences of authorized and unissued Preferred Stock. The
issuance of shares of Preferred Stock pursuant to the Board of Directors'
authority described above could (i) decrease the amount of earnings and
assets available for distribution to holders of Common Stock and other
series of Preferred Stock, (ii) adversely affect the rights and powers,
including voting rights, of such holders and (iii) have the effect of
delaying, deferring or preventing a change in control of the Company. The
Board of Directors currently does not intend to seek stockholder approval
prior to any issuance of Preferred Stock, unless otherwise required by law.

Certain provisions of the Certificate of Incorporation and By-Laws
which may affect the rights of holders of Preferred Stock and which may
defer or prevent a change of control of the Company are described below
under "Description of Common Stock".

DESCRIPTION OF COMMON STOCK

The following description of the terms of the Common Stock sets forth
certain general terms and provisions of the Common Stock to which any
Prospectus Supplement may relate. The description of certain provisions of
the Common Stock set forth below and in any Prospectus Supplement does not
purport to be complete and is subject and qualified in its entirety by
reference to the Company's Certificate of Incorporation and By-Laws,
including the definition therein of certain terms. Copies of the
Certificate of Incorporation and the By-Laws are incorporated by reference
as exhibits to the Registration Statement of which this Prospectus is part.

The Certificate of Incorporation authorizes the issuance of up to
25,000,000 shares of Common Stock, of which 8,680,332 shares were issued
and outstanding as of December 10, 1997. The Common Stock of the Company
is listed on the NYSE under the symbol "ADV", and any additional shares of
Common Stock that are offered hereby will be listed, subject to notice of
issuance, on such exchange.

Subject to the senior rights of any Preferred Stock, the holders of
Common Stock are entitled to participate equally in dividends when and as
such dividends are declared by the Company's Board of Directors out of
funds legally available therefor. The Certificate of Incorporation
provides that no dividend shall be declared or paid which shall impair the
capital of the Company nor shall any distribution of assets be made to any
stockholder unless the assets of the Company remaining after such payment
or distribution is at least equal to the aggregate of the Company's debts,
liabilities and capital. The payment of dividends on the Common Stock is
subject to (1) the availability of funds from Advest, which may be
restricted under the net capital rules of the Commission and the NYSE, and
from the Bank, which is subject to minimum bank regulatory requirements,
and (2) minimum net worth and other financial covenants contained in the
Company's Note Purchase Agreements, dated as of December 27, 1996, with
respect to its 7.95% Senior Notes due December 31, 2003 (a form of which
agreements is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is part). Such restrictions have never
curtailed the Company's dividend payments.

In the event of any dissolution, liquidation or winding up of the
Company, the holders of Common Stock will be entitled to share pro rata in
the distribution of all assets of the Company remaining after (i) the
satisfaction in full of the prior rights of the Company's creditors and
(ii) the holders of all outstanding series of Preferred Stock have been
paid the designated liquidation preference for such Preferred Stock.

Each holder of Common Stock is entitled to one vote for each share
held on all matters voted on by stockholders, including the election of
directors. The holders of Common Stock do not have any conversion,
redemption, preemptive or cumulative voting rights. All outstanding shares
of Common Stock are, and all shares of Common Stock that are offered hereby
when issued will be, fully paid and non-assessable. The Board of Directors
is authorized to issue, from time to time, all of the authorized but
unissued shares of Common Stock.

Directors of the Company are elected by a plurality of the votes cast
at a duly held meeting of the stockholders of the Company. The Certificate
of Incorporation and By-Laws provide for a Board of Directors divided into
three classes, with one class to be elected each year to serve a three-year
term. As a result, at least two annual meetings of stockholders may be
required for the stockholders to change a majority of the Board of
Directors. In addition, directors can only be removed for cause, and the
stockholders can only remove a director by the affirmative vote of at least
80% of the then outstanding shares of stock entitled to vote generally in
the election of directors, at a duly constituted meeting of stockholders
called expressly for such purpose. Any vacancy in the Board of Directors,
whether resulting from the removal of a director or otherwise, will be
filled by the affirmative vote of the majority of remaining directors then
in office. These provisions make it more difficult to change the
composition of the Board of Directors.

The By-Laws establish advance notice procedures with regard to
stockholder proposals relating to the nomination of candidates for election
as directors or new business to be brought before an annual meeting of
stockholders. Notice of such stockholder proposals must be timely given in
writing to the Secretary of the Company prior to the meeting at which the
action is to be taken and must contain certain information specified in the
By-Laws. Generally, to be timely, notice must be delivered to the
principal executive offices of the Company no less than 60 nor more than
150 days prior to the date of the scheduled annual meeting or, if less than
70 days notice or prior public disclosure of the date of the scheduled
annual meeting is given or made to stockholders, then notice must be
delivered by the close of business on the tenth day following the day on
which such notice was mailed or such public disclosure was made, whichever
occurs first. The By-Laws provide that written notice of annual meetings
of stockholders shall be given to the stockholders entitled to vote at such
meeting not less than 10 nor more than 60 days before the meeting.

The Certificate of Incorporation denies stockholders the right to call
a special meeting of the stockholders. Special meetings of the
stockholders may be called only by the Chairman of the Board, the President
or a majority of the Board of Directors. Only those matters set forth in
the notice of a special meeting may be considered or acted upon at such
special meeting, unless otherwise provided by law.

The Certificate of Incorporation and By-Laws provide that the
stockholders of the Company can act without a meeting by a written consent
signed by the holders of at least 75% of the outstanding shares of stock
entitled to vote on such matter or such greater percentage as is otherwise
required by law, the Certificate of Incorporation or the By-Laws.

The By-Laws can be amended only by (i) the affirmative vote of the
majority of the directors then in office, at a duly constituted meeting of
the Board of Directors, or (ii) the affirmative vote of the holders of at
least 80% of the then outstanding shares of stock entitled to vote thereon,
at a duly constituted meeting of the stockholders expressly called for such
purpose. An amendment of the Certificate of Incorporation must first be
approved by the affirmative vote of a majority of the directors then in
office and then must be approved by the stockholders. The affirmative vote
of the holders of at least two-thirds of the outstanding shares of stock
entitled to vote thereon, at a duly constituted meeting of stockholders
expressly called for such purpose, is required to amend certain provisions
of the Certificate of Incorporation, including provisions relating to the
Company's capital stock, the powers of the Board of Directors, the powers
of the stockholders and the provisions discussed in the following
paragraph.

The Certificate of Incorporation and By-Laws contain provisions
requiring the approval of certain acts by a majority of the Continuing
Directors then in office if there is an Interested Stockholder at the time
of such act. In general, an "Interested Stockholder" is (i) a beneficial
owner of 20% or more of the outstanding voting stock of the Company, (ii)
an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the
Company who was such a beneficial owner within the past two years and (iii)
certain assignees and successors in interest to an Interested Stockholder.
In general, a "Continuing Director" is (i) any director of the Company who
is not an Interested Stockholder or an associate or affiliate of an
Interested Stockholder and was a member of the Board of Directors prior to
the time that the Interested Stockholder became an Interested Stockholder
and (ii) any successor of a Continuing Director who is unaffiliated with
the Interested Stockholder and is recommended to succeed a Continuing
Director by the affirmative vote of a majority of the Continuing Directors.
The acts requiring such Continuing Director approval include amending the
Certificate of Incorporation or By-Laws, board removal of a director,
filling vacancies in the Board of Directors, fixing the size of the Board
of Directors, calling a special meeting of stockholders, the placing of
business before an annual meeting of stockholders by the Board of
Directors, and nominating persons for election as directors at such
meeting.

In 1988, the Board of Directors of the Company adopted a shareholder
rights plan. Under the plan, one common stock purchase right was
distributed for each outstanding share of Common Stock of the Company.
Each right entitles the holder, following the occurrence of certain events,
to purchase one share of Common Stock at a purchase price of $30 per share,
subject to adjustment. The rights will not be exercisable or transferable
apart from the Common Stock except under certain circumstances in which
either a person or group of affiliated persons acquires, or commences a
tender offer to acquire, 20% or more of the Company's Common Stock or a
person or group of affiliated persons acquires 15% of the Company's Common
Stock and is determined by the Board of Directors to be an "Adverse
Person". Rights held by such an acquiring person or persons may thereafter
become void. Under certain circumstances, a right may become a right to
purchase Common Stock or assets of the Company or common stock of an
acquiring company at a substantial discount. Under certain circumstances,
the Company may redeem the rights at $.01 per right. The rights will
expire in October 1998 unless earlier redeemed or exchanged or unless
extended by the Company.

The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware. In general, this statute
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. A "business combination" includes a merger, substantial asset sale
or other transaction resulting in a benefit to the interested stockholder.
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or, in certain cases, within three years prior, did own)
15% or more of the corporation's voting stock.

The provisions described in the foregoing eight paragraphs and in the
penultimate paragraph under "Description of Preferred Stock", above, may
tend to deter potential unfriendly tender offers or other efforts to obtain
control of the Company. On the other hand, these provisions will tend to
assure continuity of management and corporate policies and tend to induce
any persons seeking control of the Company or a business combination with
the Company to negotiate on terms acceptable to the then elected Board of
Directors of the Company.

The registrar and transfer agent for the Company's Common Stock is
BankBoston, NA, c/o Boston EquiServe, LP, Shareholder Services,
Mail Stop 45-02-64, P.O. Box 8040, Boston, MA 02266.

PLAN OF DISTRIBUTION

GENERAL

The Company may sell the Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through dealers, (iv)
through underwriters, or (v) through a combination of any such methods of
sale.

The distribution of the Securities may be effected from time to time
in one or more transactions either (i) at a fixed price or prices, which
may be changed, (ii) at market prices prevailing at the time of sale, (iii)
at prices related to such prevailing market prices, or (iv) at negotiated
prices.

Offers to purchase Securities may be solicited directly by the Company
or by agents designated by the Company from time to time. Any such agent,
which may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Securities in respect
of which this Prospectus is delivered will be named, and any commissions
payable by the Company to such agent will be set forth in the Prospectus
Supplement relating to the offering of such Securities. Unless otherwise
indicated in the applicable Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.

If a dealer is utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company will sell such Securities
to the dealer, as principal. The dealer, which may be deemed to be an
underwriter as that term is defined in the Securities Act, may then resell
such Securities to the public at varying prices to be determined by such
dealer at the time of resale.

If an underwriter or underwriters are utilized in the sale of
Securities in respect of which this Prospectus is delivered, the Company
will execute an underwriting agreement with such underwriters at the time
of sale to them and the names of the underwriters and any commissions or
other compensation payable by the Company to such underwriters will be set
forth in the applicable Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public.

If so indicated in a Prospectus Supplement, the Company will authorize
underwriters, dealers or other persons acting as agents of the Company to
solicit offers by certain institutions to purchase Securities from the
Company pursuant to contracts providing for payment and delivery on a
future date or dates. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters, dealers and such other persons
will not have any responsibility in respect of the validity or performance
of such contracts.

In connection with the sale of the Securities, underwriters, dealers
and agents may receive compensation from the Company in the form of
discounts, commissions or concessions and may also receive commissions from
the purchasers of such Securities for whom they may act as agent.
Underwriters, dealers and agents may sell Securities to or through dealers
and such dealers may receive compensation in the form of discounts,
concessions or commissions from such underwriters, dealers or agents and/or
commissions received from the purchasers of such Securities for whom they
may act as agent.

Any commissions, discounts or concessions paid by the Company to any
underwriters, dealers or agents will be set forth in the related Prospectus
Statement. Underwriters, dealers, agents and other persons may be
entitled, under agreements which may be entered into with the Company, to
indemnification against certain civil liabilities, including liabilities
under the Securities Act.

Any Securities issued hereunder, other than the Common Stock, will be
a new issue of securities with no established trading market. Unless
otherwise specified in the applicable Prospectus Supplement, the Company
does not intend to apply for the listing of any Securities other than the
Common Stock on any securities exchange. No assurance can be given as to
the liquidity of the trading market for any such Securities.

The participation of an affiliate or subsidiary of the Company in an
offer and sale of the Securities will comply with the requirements of Rule
2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") regarding underwriting securities of an
affiliate. No NASD member participating in such a distribution will
execute a transaction in such Securities in a discretionary account without
the prior written specific approval of the member's customer.

Underwriters, agents, dealers and their controlling persons may be
customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Securities
offered hereby will be passed upon for the Company by Lee G. Kuckro, Esq.,
General Counsel and Secretary of the Company. As of December 1, 1997, Mr.
Kuckro owned or had the right to acquire a number of shares of Common Stock
equal to less than 1% of the outstanding shares of Common Stock.

EXPERTS

The financial statements of the Company incorporated by reference in
this Prospectus and Registration Statement have been audited by Coopers &
Lybrand L.L.P., independent auditors, as set forth in their reports
thereon, and are incorporated by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and
auditing.

<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER DESCRIBED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY
DOCUMENTS INCORPORATED HEREIN BY REFERENCE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS, OR AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH SOLICITATION IS UNLAWFUL.

___________________

TABLE OF CONTENTS
___________________

PAGE

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . .2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . .4
RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . .4
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . .5
DESCRIPTION OF PREFERRED STOCK . . . . . . . . . . . . . 10
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . 11
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . 17
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC Registration Fee . . . . . . . . . . . . . . . . . . . $ 14,750
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 30,000*
Accounting Fees and Expenses . . . . . . . . . . . . . . . 5,000*
Fees and Expenses of Trustee . . . . . . . . . . . . . . . 15,000*
Blue Sky Fees and Expenses (including fees of counsel). . . 10,000*
Printing and Engraving Expenses . . . . . . . . . . . . . . 25,000*
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . 10,250*
Total . . . . . . . . . . . . . . . . . . . . . . . . $110,000*

* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer,
director, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding, provided
such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was illegal. A Delaware corporation may indemnify any
persons who are, or are threatened to be made, a party to any threatened,
pending or completed action or suit by or in the right of the corporation
by reason of the fact that such person was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit provided
such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably
incurred.

The Company's Certificate of Incorporation provides for the
indemnification of directors and officers of the Company to the fullest
extent permitted by Delaware law.

Section 145(e) of the General Corporation Law of the State of Delaware
provides that expenses (including attorney's fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duties as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for improper payment of
dividends or redemptions of shares, or (iv) for any breach of a director's
duty of loyalty to the company or its stockholders. The Company's Restated
Certificate of Incorporation includes such a provision.

The Company's Restated Certificate of Incorporation provides that the
Board of Directors, notwithstanding any interest of the directors in the
action, may authorize the Company to purchase and maintain insurance, in
such amounts as the Board of Directors deems appropriate, on behalf of any
person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another enterprise, for liabilities incurred by him in
any such capacity or arising out of his status as such, whether or not the
Company shall have the power to indemnify such person against such
liability.

The Company maintains an insurance policy under which its directors
and officers are insured, within the limits and subject to the limitations
of such insurance policy, against certain liabilities which may be imposed
in connection with such persons' service as such directors or officers.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
Filing(s) to which Reference is made, if
EXHIBIT DESCRIPTION APPLICABLE
<S> <C> <C>
1(a) Form of Underwriting Agreement To be filed by post-effective amendment
or incorporated by reference herein to a
report on Form 8-K prior to the issuance
of Securities, if applicable

1(b) Form of Agency Agreement To be filed by post-effective amendment
or incorporated by reference herein to a
report on Form 8-K prior to the issuance
of Securities, if applicable

3(a) Restated Certificate of Exhibit 3(a) of Registrant's Report on
Incorporation of Registrant Form 10-Q for the quarter ended March 31,
1989

3(b) By-Laws of Registrant, as Exhibit 3(b) to Registrant's Report on
amended Form 10-Q for the quarter ended March 31,
1989, Exhibit 3(a) to Registrant's
Report on Form 10-Q for the quarter ended
June 30, 1990 and Exhibit 3(c) to the
Registrant's Report on Form 10-K for its
fiscal year ended September 30, 1997

4(a) Shareholder Rights Agreement Exhibit to Registrant's Report on Form 8-
dated as of October 31, 1988 K dated November 1, 1988
between Registrant and The
Connecticut Bank and Trust
Company, N.A., as Rights Agent

4(b) Form of Note Purchase Agreement Exhibit 10(a) to Registrant's Report on
of the Registrant dated as of Form 10-Q for the quarter ended December
December 27, 1996 with respect 31, 1996
to the Registrant's 7.95% Senior
Notes due December 31, 2003

4(c) Form of Indenture Filed Herewith

5 Opinion of Lee G. Kuckro, Esq. Filed Herewith
(including consent of such
counsel)

12(a) Statement re: Computation of Filed Herewith
Ratio of Earnings to Fixed
Charges

12(b) Statement re: Computation of Filed Herewith
Ratio of Earnings to Fixed
Charges Including Interest on
Borrowed Funds Only

23(a) Consent of Coopers & Lybrand Filed Herewith
L.L.P.

23(b) Consent of Lee G. Kuckro, Esq. See Exhibit 5.

24 Power of Attorney See Signature Page.

25 Form T-1 Statement of Filed Herewith
Eligibility under the Trust
Indenture Act of 1939, as
amended, of State Street Bank
and Trust Company, as Trustee
under the Indenture
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(4) That, for purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Hartford,
State of Connecticut on December 22, 1997.

THE ADVEST GROUP, INC.

By: /s/ Allen Weintraub
Allen Weintraub
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes Allen Weintraub and Lee G. Kuckro appoints
each of them singly, such person's true and lawful attorneys, with full
power to them and each of them to sign for such person and in such person's
name and capacity indicated below any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorneys to any and all amendments.

<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>

/s/ Allen Weintraub Chief Executive Officer, December 22, 1997
Allen Weintraub Chairman of the Board and
Director (Principal Executive
Officer)

/s/ Martin M. Lilienthal Senior Vice President and December 22, 1997
Martin M. Lilienthal Treasurer (Chief Financial and
Principal Accounting Officer)

/s/ George A. Boujoukas Director December 22, 1997
George A. Boujoukas

/s/ Sanford Cloud, Jr. Director December 22, 1997
Sanford Cloud, Jr.

/s/ Richard G. Dooley Director December 22, 1997
Richard G. Dooley

/s/ William B. Ellis Director December 22, 1997
William B. Ellis

/s/ Robert W. Fiondella Director December 22, 1997
Robert W. Fiondella

/s/ Grant W. Kurtz President and Director December 22, 1997
Grant W. Kurtz

/s/ Anthony A. LaCroix Vice Chairman of the Board and December 22, 1997
Anthony A. LaCroix Director

/s/ Barbara L. Pearce Director December 22, 1997
Barbara L. Pearce

/s/ John A. Powers Director December 22, 1997
John A. Powers

</TABLE>

<PAGE>
EXHIBIT INDEX

1(b) Form of Agency Agreement To be filed by post-effective amendment
or incorporated by reference herein to a
report on Form 8-K prior to the issuance
of Securities, if applicable

3(a) Restated Certificate of Exhibit 3(a) of Registrant's Report on
Incorporation of Registrant Form 10-Q for the quarter ended March 31,
1989

4(c) Form of Indenture Filed Herewith

5 Opinion of Lee G. Kuckro, Esq. Filed Herewith
(including consent of such
counsel)

12(a) Statement re: Computation of Filed Herewith
Ratio of Earnings to Fixed
Charges

12(b) Statement re: Computation of Filed Herewith
Ratio of Earnings to Fixed
Charges Including Interest on
Borrowed Funds Only

23(a) Consent of Coopers & Lybrand Filed Herewith
L.L.P.

23(b) Consent of Lee G. Kuckro, Esq. See Exhibit 5.

24 Power of Attorney See Signature Page.

25 Form T-1 Statement of Filed Herewith
Eligibility under the Trust
Indenture Act of 1939, as
amended, of State Street Bank
and Trust Company, as Trustee
under the Indenture
</TABLE>

EXHIBIT 4(c)

The Advest Group, Inc.

AND

State Street Bank and Trust Company,
as Trustee

Indenture

Dated as of _____________

<PAGE>
CROSS REFERENCE SHEET*

Between

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of ____________ between The Advest Group, Inc. and State Street Bank and
Trust Company, as Trustee:

SECTION OF THE ACT SECTION OF INDENTURE

310(a)(1) and (2).............6.9
310(a)(3) and (4).............Inapplicable
310(b)........................6.8 and 6.10(a), (b) and (d)
310(c)........................Inapplicable
311(a)........................6.13(a) and (c)(1) and (2)
311(b)........................6.13(b)
311(c)........................Inapplicable
312(a)........................4.1 and 4.2(a)
312(b)........................4.2(a) and (b)(i) and (ii)
312(c)........................4.2(c)
313(a)........................4.4(a)(i), (ii), (iii), (iv), (v) and (vi)
313(b)(1).....................Inapplicable
313(b)(2).....................4.4
313(c)........................4.4
313(d)........................4.4
314(a)........................4.3
314(b)........................Inapplicable
314(c)(1) and (2).............11.5
314(c)(3).....................Inapplicable
314(d)........................Inapplicable
314(e)........................11.5
314(f)........................Inapplicable
315(a), (c) and (d)...........6.1
315(b)........................5.11
315(e)........................5.12
316(a)(1).....................5.9
316(a)(2).....................Not required
316(a) (last sentence)........7.4
316(b)........................5.7
317(a)........................5.2
317(b)........................3.4(a) and (b)
318(a)........................11.7

* This Cross Reference Sheet is not part of the Indenture.

<PAGE>
TABLE OF CONTENTS

PAGE

ARTICLE ONE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . .1
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . .2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . .2
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . .2
Holder", "holder of Securities", "Securityholder . . . . . . . . . .2
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . .2
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . .3
Original issue date . . . . . . . . . . . . . . . . . . . . . . . . .3
Original Issue Discount Security . . . . . . . . . . . . . . . . . .3
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . .4
Security" or "Securities . . . . . . . . . . . . . . . . . . . . . .4
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . .4
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE TWO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . .5
SECTION 2.2 Form of Trustee's Certificate of Authentication . . . . .5
SECTION 2.3 Amount Unlimited; Issuable in Series . . . . . . . . . .5
SECTION 2.4 Authentication and Delivery of Securities . . . . . . . .8
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . . . . .9
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . . . .9
SECTION 2.7 Denomination and Date of Securities;
Payments of Interest. . . . . . . . . . . . . . . . . . 10
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . . . 10
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost
and Stolen Securities . . . . . . . . . . . . . . . . . 11
SECTION 2.10 Cancellation of Securities; Destruction Thereof. . . . 12
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . . . 12

ARTICLE THREE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

COVENANTS OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.1 Payment of Principal and Interest . . . . . . . . . . . 13
SECTION 3.2 Offices for Payments, etc. . . . . . . . . . . . . . . 13
SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee . . 14
SECTION 3.4 Paying Agents . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.5 Written Statement to Trustee . . . . . . . . . . . . . 15

ARTICLE FOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECURITYHOLDERS' LISTS AND REPORTS BY THE . . . . . . . . . . . . . 15
ISSUER AND THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. . . . . . . . . . . . . . 15
SECTION 4.2 Preservation and Disclosure of Securityholders'
Lists . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . . . . 17
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . . . 17

ARTICLE FIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS . . . . . . . . . . . . 19
ON EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.1 Event of Default Defined; Acceleration of Maturity;
Waiver of Default . . . . . . . . . . . . . . . . . . . 19
SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May
Prove Debt. . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.3 Application of Proceeds . . . . . . . . . . . . . . . . 24
SECTION 5.4 Suits for Enforcement . . . . . . . . . . . . . . . . . 25
SECTION 5.5 Restoration of Rights on Abandonment of Proceedings . . 25
SECTION 5.6 Limitations on Suits by Securityholders . . . . . . . . 25
SECTION 5.7 Unconditional Right of Securityholders to Institute
Certain Suits . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default . . . . . . . . . . . . . . . . . . . 26
SECTION 5.9 Control by Securityholders . . . . . . . . . . . . . . 26
SECTION 5.10 Waiver of Past Defaults . . . . . . . . . . . . . . . 27
SECTION 5.11 Trustee to Give Notice of Default, But May Withhold
Certain Circumstances. . . . . . . . . . . . . . . . . 27
SECTION 5.12 Right of Court to Require Filing of Undertaking to
Pay Costs. . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE SIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default . . . . . . . . . . . . . . . 28
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . . . 29
SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof . . . . . 31
SECTION 6.4 Trustee and Agents May Hold Securities;
Collections, etc. . . . . . . . . . . . . . . . . . . . 31
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . 31
SECTION 6.6 Compensation and Indemnification of Trustee and Its
Prior Claim . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.7 Right of Trustee to Rely on Officers'
Certificate, etc. . . . . . . . . . . . . . . . . . . . 32
SECTION 6.8 Conflicting Interests . . . . . . . . . . . . . . . . . 32
SECTION 6.9 Persons Eligible for Appointment as Trustee . . . . . . 32
SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.11 Acceptance of Appointment by Successor Trustee . . . . 34
SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. . . . . . . . . . . . . . . . . . 35
SECTION 6.13 Preferential Collection of Claims Against
the Issuer . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE SEVEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

CONCERNING THE SECURITYHOLDERS . . . . . . . . . . . . . . . . . . 39
SECTION 7.1 Evidence of Action Taken by Securityholders . . . . . . 40
SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . . . 40
SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding . . . 40
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . . . 41

ARTICLE EIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . 41
SECTION 8.2 Supplemental Indentures With Consent of
Securityholders . . . . . . . . . . . . . . . . . . . . 43
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . . . 44
SECTION 8.4 Documents to Be Given to Trustee . . . . . . . . . . . 44
SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE NINE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

CONSOLIDATION, MERGER, SALE OR CONVEYANCE . . . . . . . . . . . . . 44
SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms . . . . 45
SECTION 9.2 Successor Corporation Substituted . . . . . . . . . . . 45
SECTION 9.3 Opinion of Counsel to Trustee . . . . . . . . . . . . . 45

ARTICLE TEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

SATISFACTION AND DISCHARGE OF INDENTURE; . . . . . . . . . . . . . 46
UNCLAIMED MONEYS . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . . . 46
SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities. . . . . . . . . . . . . . . . . 47
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . . . 47
SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Three Years. . . . . . . . . . . . . . . 47

ARTICLE ELEVEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . 47
SECTION 11.1 Incorporators, Stockholders, Officers and Directors
of Issuer Exempt from Individual Liability . . . . . . 47
SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. . . . . . . . . . . . . . 48
SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture . 48
SECTION 11.4 Notices and Demands on Issuer, Trustee and
Securityholders. . . . . . . . . . . . . . . . . . . . 48
SECTION 11.5 Officers' Certificates and Opinions of Counsel;
Statements to BeContained Therein. . . . . . . . . . . 49
SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays . . . 50
SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act. . . . . . . . . . . . . . . . . . . . . 50
SECTION 11.8 Connecticut Law to Govern . . . . . . . . . . . . . . 50
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . 50
SECTION 11.10 Effect of Headings . . . . . . . . . . . . . . . . . 50

ARTICLE TWELVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

REDEMPTION OF SECURITIES AND SINKING FUNDS . . . . . . . . . . . . 50
SECTION 12.1 Applicability of Article . . . . . . . . . . . . . . . 50
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . . . 50
SECTION 12.3 Payment of Securities Called for Redemption 52
SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption . . . . . . . . . . . . . . . 52
SECTION 12.5 Mandatory and Optional Sinking Funds . . . . . . . . . 53

<PAGE>
THIS INDENTURE, dated as of ______________ between The Advest Group,
Inc., a Delaware Corporation (the "Issuer"), and State Street Bank and
Trust Company, a trust company organized and existing under the laws of the
Commonwealth of Massachusetts, as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount
or amounts as may from time to time be authorized in accordance with the
terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities
by the holders thereof, the Issuer and the Trustee mutually covenant and
agree for the equal and proportionate benefit of the respective holders
from time to time of the Securities as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section. All other terms used in this Indenture that are defined in the
Trust Indenture Act, including terms defined therein by reference to the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture. All accounting
terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles, and the term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means
such accounting principles as are generally accepted at the time of any
computation. The words "HEREIN", "HEREOF" and "HEREUNDER" and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The terms defined in
this Article have the meanings assigned to them in this Article and include
the plural as well as the singular.

"BOARD OF DIRECTORS" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act hereunder.

"BUSINESS DAY" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are
payable, as specified in the form of such Security, is not a day on which
banking institutions are authorized by law or regulation to close.

"COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of
1934, or if at any time after the execution and delivery of this Indenture
such Commission is not existing and performing the duties now assigned to
it under the Trust Indenture Act, then the body performing such duties on
such date.

"CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at Two International Place, Boston,
Massachusetts 02110.

"EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1.

"HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar
terms mean the registered holder of any Security.

"INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular
series of Securities established as contemplated hereunder.

"INTEREST", when used with respect to an Original Issue Discount
Security or other Security which by its terms bears interest after
maturity, shall include interest payable after maturity.

"ISSUER" means (except as otherwise provided in Article Six) The
Advest Group, Inc., a Delaware Corporation, and, subject to Article Nine,
its successors and assigns.

"OFFICERS' CERTIFICATE" means a certificate signed by the chairman of
the Board of Directors or the chief executive officer or the president or
any vice president and by the treasurer or the secretary or any assistant
treasurer or assistant secretary of the Issuer and delivered to the
Trustee. Each such certificate shall include the statements provided for
in Section 11.5.

"OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 11.5, if and to the extent required
hereby.

"ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security
(or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides
for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

"OUTSTANDING" (except as otherwise provided pursuant to Section 6.8),
when used with reference to Securities, shall, subject to the provisions of
Section 7.4, mean, as of any particular time, all Securities authenticated
and delivered by the Trustee under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other
than the Issuer) or shall have been set aside, segregated and held in
trust by the Issuer for the holders of such Securities (if the Issuer
shall act as its own paying agent), PROVIDED that if such Securities,
or portions thereof, are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving
such notice; and

(c) Securities in substitution for which other Securities shall
have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 2.9 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is
a legal, valid and binding obligation of the Issuer).

In determining whether the holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (i)
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1, (ii) if, at the time of such determination, the
principal amount payable at the stated maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed
Outstanding shall be the amount specified or determined as contemplated by
Section 2.3 and (iii) the principal amount of a Security denominated in one
or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the United States dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 2.3, of the
principal amount of such Security (or, in the case of Security described in
clause (i) or (ii) above, of the amount determined as provided in such
clause).

"PERSON" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

"PRINCIPAL" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium,
if any".

"RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer or assistant officer in its corporate trust department or similar
group or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with
the particular subject.

"SECURITY" or "SECURITIES" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture, or, as
the case may be, Securities that have been authenticated and delivered
under this Indenture.

"TRUSTEE" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee.

"TRUST INDENTURE ACT" (except as otherwise provided in Sections 8.1
and 8.2) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed; PROVIDED, HOWEVER, that in
the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

"VICE PRESIDENT" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word
or words added before or after the title of "vice president".

"YIELD TO MATURITY" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with accepted financial practice.

ARTICLE TWO

SECURITIES

SECTION 2.1 FORMS GENERALLY. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall
be established by or pursuant to a resolution of the Board of Directors or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law
or with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
State Street Bank and Trust Company,
as Trustee

By______________________
Authorized Officer

SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered
under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and
set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 12.3);

(3) the date or dates on which the principal of the Securities of
the series is payable;

(4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate shall be
determined, the date or dates from which such interest shall accrue,
the interest payment dates on which such interest shall be payable and
the record dates for the determination of Holders to whom interest is
payable;

(5) the place or places where the principal and interest on
Securities of the series shall be payable (if other than as provided
in Section 3.2);

(6) the price or prices at which, the period or periods within
which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Issuer,
pursuant to any sinking fund or otherwise and, if other than by a
Board Resolution, the manner in which any election by the Issuer to
redeem the Securities shall be evidenced;

(7) the obligation, if any, of the Issuer to redeem, purchase or
repay Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
price or prices at which and the period or periods within which and
the terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation;

(8) if other than denominations of $1,000 and any multiple
thereof, the denominations in which Securities of the series shall be
issuable;

(9) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 5.1 or provable in bankruptcy pursuant to Section
5.2;

(10) if other than the currency of the United States of America,
the currency, currencies or currency units in which the principal of or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
"Outstanding" in Section 1.1;

(11) if the principal of or interest on any Securities of the
series is to be payable, at the election of the Issuer or the Holder
thereof, in one or more currencies or currency units other than those
in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or interest on
such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in
which such amount shall be determined);

(12) any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the right of
the Trustee or the requisite securityholders to declare the principal
thereof due and payable pursuant to Section 5.1;

(13) any addition to or change in the covenants set forth herein
which applies to Securities of the series;

(14) if the amount of principal of or interest on any Securities
of the series may be determined with reference to an index or pursuant
to a formula, the manner in which such amounts shall be determined;

(15) if the principal amount payable at the stated maturity of
any Securities of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be
deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any maturity other
than the stated maturity or which shall be deemed to be Outstanding as
of any date (or, in any such case, the manner in which such amount
shall be determined);

(16) any provisions for authentication of the Securities of such
series by an authenticating agent in lieu of authentication of such
Securities by the Trustee;

(17) any additional provisions relating to the defeasance,
discharge or satisfaction of the Issuer's obligations with respect to
the Securities of such series;

(18) any trustees, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the
Securities of such series;

(19) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more global
securities to be held by a depository, and, in such case, the
depository for such Securities, the form of any legend or legends
which shall be born on any such Securities and any circumstances in
which any such global Security may be exchanged in whole or in part
for Securities registered, or any such global Security in whole or in
part may be transferred to and registered, in the name or names of
Persons other than the depository for such Security or a nominee
thereof;

(20) any seniority or subordination provisions with respect to
the Securities of the series; and

(21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to such resolution of the Board of Directors or in any such
indenture supplemental hereto.

SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time
and from time to time after the execution and delivery of this Indenture,
the Issuer may deliver Securities of any series executed by the Issuer to
the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the written order of
the Issuer, signed by both (a) the Chairman of its Board of Directors, or
any vice chairman of its Board of Directors, or its president or any vice
president and (b) by its treasurer or any assistant treasurer, without any
further action by the Issuer. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive and (subject
to Section 6.1) shall be fully protected in relying upon:

(1) a certified copy of any resolution or resolutions of the
Board of Directors authorizing the action taken pursuant to the
resolution or resolutions delivered under clause (2) below;

(2) a copy of any resolution or resolutions of the Board of
Directors relating to such series, in each case certified by the
Secretary or an Assistant Secretary of the Issuer;

(3) an executed supplemental indenture, if any;

(4) an Officers' Certificate setting forth the form and terms of
the Securities as required pursuant to Section 2.1 and 2.3,
respectively and prepared in accordance with Section 11.5;

(5) an Opinion of Counsel, prepared in accordance with Section
11.5, which shall state

(a) that the form or forms and terms of such Securities have
been established by or pursuant to a resolution of the Board of
Directors or by a supplemental indenture as permitted by Section
2.1 and 2.3 in conformity with the provisions of this Indenture;

(b) that such Securities, when authenticated and delivered
by the Trustee and issued by the Issuer in the manner and subject
to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Issuer;

(c) that all laws and requirements in respect of the
execution and delivery by the Issuer of the Securities have been
complied with; and

(d) such other matters as the Trustee may reasonably
request.

The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board
of trustees, executive committee, or a trust committee of directors or
trustees and/or Responsible Officers shall determine that such action would
expose the Trustee to personal liability to existing Holders.

SECTION 2.5 EXECUTION OF SECURITIES. The Securities shall be signed
on behalf of the Issuer by both (a) the chairman of its Board of Directors
or any vice chairman of its Board of Directors or its president or any vice
president and (b) by its treasurer or any assistant treasurer or its
secretary or any assistant secretary. Such signatures may be the manual or
facsimile signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall
not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to
be such officer of the Issuer; and any Security may be signed on behalf of
the Issuer by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not
such an officer.

SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the
form hereinbefore recited, executed by the Trustee by the manual signature
of one of its authorized officers, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate
by the Trustee upon any Security executed by the Issuer shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities shall be issuable as registered securities without coupons
and in denominations as shall be specified as contemplated by Section 2.3.
In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in
denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer executing the same
may determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.

Each Security shall be dated the date of its authentication, shall
bear interest, if any, from the date and shall be payable on the dates, in
each case, which shall be specified as contemplated by Section 2.3.

The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series
with respect to any interest payment date for such series shall be entitled
to receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuer shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted
interest shall be paid to the persons in whose names Outstanding Securities
for such series are registered at the close of business on a subsequent
record date (which shall be not less than five Business Days prior to the
date of payment of such defaulted interest) established by notice given by
mail by or on behalf of the Issuer to the holders of Securities not less
than 15 days preceding such subsequent record date. The term "record date"
as used with respect to any interest payment date (except a date for
payment of defaulted interest) shall mean the date specified as such in the
terms of the Securities of any particular series, or, if no such date is so
specified, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month, if such
interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month or, if such date is neither the first nor the
fifteenth date of a calendar month, the fifteenth day next preceding such
date, in each case, whether or not such record date is a Business Day.

SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep
at each office or agency to be maintained for the purpose as provided in
Section 3.2 a register or registers in which, subject to such reasonable
regulations as it may prescribe, it will register, and will register the
transfer of, Securities as in this Article provided. Such register shall
be in written form in the English language or in any other form capable of
being converted into such form within a reasonable time. At all reasonable
times such register or registers shall be open for inspection by the
Trustee.

Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a
like aggregate principal amount.

Any Security or Securities of any series may be exchanged for a
Security or Securities of the same series in other authorized
denominations, in an equal aggregate principal amount. Securities of any
series to be exchanged shall be surrendered at any office or agency to be
maintained by the Issuer for the purpose as provided in Section 3.2, and
the Issuer shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Security or Securities of the same series which the
Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee)
be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge
shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed, or (b) any Securities selected, called or being called for
redemption except, in the case of any Security where public notice has been
given that such Security is to be redeemed in part, the portion thereof not
so to be redeemed.

All Securities issued upon any transfer or exchange of Securities
shall be valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES.
In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case
the applicant for a substitute Security shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save
each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In
case any Security which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be
destroyed, lost or stolen, the Issuer may instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as
any of them may require to save each of them harmless, and, in every case
of destruction, loss or theft, the applicant shall also furnish to the
Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security
and of the ownership thereof.

Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled
to all the benefits of (but shall be subject to all the limitations of
rights set forth in) this Indenture equally and proportionately with any
and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated,
defaced or destroyed, lost or stolen Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their
surrender.

SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall destroy cancelled
Securities held by it in accordance with its records retention policy and
deliver a certificate of destruction to the Issuer. If the Issuer shall
acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the
Trustee shall authenticate and deliver temporary Securities for such series
(printed, lithographed, typewritten or otherwise reproduced, in each case
in form satisfactory to the Trustee). Temporary Securities of any series
shall be issuable as registered Securities without coupons, of any
authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture
as may be appropriate. Every temporary Security shall be executed by the
Issuer and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without
charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.2, and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of
any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series.

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly
and punctually pay or cause to be paid the principal of, and interest on,
each of the Securities of such series at the place or places, at the
respective times and in the manner provided in such Securities; PROVIDED,
HOWEVER, that each instalment of interest on the Securities of any series
may be paid, at the option of the Issuer, (i) by mailing checks for such
interest payable to or upon the written order of the holders of Securities
entitled thereto as they shall appear on the registry books of the Issuer
or (ii) in such other manner as is agreed upon by the Issuer and the
Holders of such Securities.

SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any of the
Securities remain outstanding, the Issuer will maintain in Hartford,
Connecticut, or such other location as is specified for the series of
Securities pursuant to Section 2.3, the following for each series: an
office or agency (a) where the Securities may be presented for payment, (b)
where the Securities maybe presented for registration of transfer and for
exchange as in this Indenture provided and (c) where notices and demands to
or upon the Issuer in respect of the Securities or of this Indenture may be
served. The Issuer will give to the Trustee written notice of the location
of any such office or agency and of any change of location thereof. Unless
otherwise specified in accordance with Section 2.3, the Issuer hereby
initially designates State Street Bank and Trust Company of Connecticut,
Corporate Trust Department, Goodwin Square, 225 Asylum Street, 23rd Floor,
Hartford, Connecticut 06103, as the office to be maintained by it for each such
purpose. In case the Issuer shall fail to so designate or maintain any
such office or agency or shall fail to give such notice of the location or
of any change in the location thereof, presentations and demands may be
made and notices may be served at the Corporate Trust Office.

SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee,
so that there shall at all times be a Trustee with respect to each series
of Securities hereunder.

SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series,
it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

(a) that it will hold all sums received by it as such agent for
the payment of the principal of or interest on the Securities of such
series (whether such sums have been paid to it by the Issuer or by any
other obligor on the Securities of such series) in trust for the
benefit of the holders of the Securities of such series or of the
Trustee, and

(b) that it will give the Trustee notice of any failure by the
Issuer (or by any other obligor on the Securities of such series) to
make any payment of the principal of or interest on the Securities of
such series when the same shall be due and payable.

The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a
sum sufficient to pay such principal or interest so becoming due, and
(unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

If the Issuer shall act as its own paying agent with respect to the
Securities of any Series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside,
segregate and hold in trust for the benefit of the holders of the
Securities of such series a sum sufficient to pay such principal or
interest so becoming due. The Issuer will promptly notify the Trustee of
any failure to take such action.

Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all series of Securities hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the
trusts herein contained.

Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 10.3 and 10.4.

SECTION 3.5 WRITTEN STATEMENT TO TRUSTEE. The Issuer will deliver to
the Trustee, within 120 days of the end of each fiscal year of the Issuer
ending after the date hereof, an Officers' Certificate stating that in the
course of the performance of their duties as officers of the Issuer the
officers executing the certificate would normally have knowledge of any
default by the Issuer in the performance or fulfillment of any covenant,
agreement or condition contained in this Indenture, stating whether or not
they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature thereof.

ARTICLE FOUR

SECURITYHOLDERS' LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES
OF SECURITYHOLDERS. The Issuer covenants and agrees that it will furnish
or cause to be furnished to the Trustee a list in such form as the Trustee
may reasonably require of the names and addresses of the holders of the
Securities of each series:

(a) semiannually and not more than 15 days after each record date
for the payment of interest on such Securities, as hereinabove
specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing securities in each
year, and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request as of a
date not more than 15 days prior to the time such information is
furnished,

PROVIDED that if and so long as the Trustee shall be the Security registrar
for such series, such list shall not be required to be furnished.

SECTION 4.2 PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS' LISTS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders
of each series of Securities contained in the most recent list furnished to
it as provided in Section 4.l or maintained by the Trustee in its capacity
as Security registrar for such series, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 4.1 upon receipt of
a new list so furnished.

(b) In case three or more holders of Securities (hereinafter referred
to as "applicants') apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for
a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with
other
holders of Securities of a particular series (in which case the applicants
must all hold Securities of such series) or with Holders of all Securities
with respect to their rights under this Indenture or under such Securities
and such application is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at
its election, either

(i) afford to such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section, or

(ii) inform such applicants as to the approximate number of
holders of Securities of such series or all Securities, as the case
may be, whose names and addresses appear in the information preserved
at the time by the Trustee, in accordance with the provisions of
subsection (a) of this Section, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Securities,
as the case may be, whose name and address appears in the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section a copy of the form of proxy or other
communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and
of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission together with a copy of the
material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best
interests of the holders of Securities of such series or all Securities, as
the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met, and shall
enter an order so declaring, the Trustee shall mail copies of such material
to all such Securityholders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

(c) Each and every holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor
the Trustee nor any agent of the Issuer or the Trustee shall be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Securities in accordance with the
provisions of subsection (b) of this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made
under such subsection (b).

SECTION 4.3 REPORTS BY THE ISSUER. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports (or
copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Issuer
may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, if the Issuer is
not required to file information, documents, or reports pursuant to
either of such Sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents, and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934, or in respect of a
security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

(b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents, and reports with
respect to compliance by the Issuer with the conditions and covenants
provided for in this Indenture as may be required from time to time by
such rules and regulations; and

(c) to transmit by mail to the holders of Securities, within 30
days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Issuer
pursuant to subsections (a) and (b) of this Section as may be required
to be transmitted to such Holders by rules and regulations prescribed
from time to time by the Commission.

SECTION 4.4 REPORTS BY THE TRUSTEE. (a) On or before July 15 in each
year following the date hereof, so long as any Securities are outstanding
hereunder, the Trustee shall transmit by mail as provided below to the
Securityholders of each series, as hereinafter in this Section provided, a
brief report dated as of a date convenient to the Trustee no more than 60
nor less than 45 days prior thereto with respect to:

(i) its eligibility under Section 6.9 and its qualification under
Section 6.8, or in lieu thereof, if to the best of its knowledge it
has continued to be eligible and qualified under such Sections, a
written statement to such effect;

(ii) the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such
report and for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Securities of any series, on any
property or funds held or collected by it as Trustee, except that the
Trustee shall not be required (but may elect) to report such advances
if such advances so remaining unpaid aggregate not more than 1/2 of 1%
of the principal amount of the Securities of any series Outstanding on
the date of such report;

(iii) the amount, interest rate, and maturity date of all other
indebtedness owing by the Issuer (or by any other obligor on the
Securities) to the Trustee in its individual capacity on the date of
such report, with a brief description of any property held as
collateral security therefor, except any indebtedness based upon a
creditor relationship arising in any manner described in Section
6.13(b)(2), (3), (4) or (6);

(iv) the property and funds, if any, physically in the possession
of the Trustee (as such) on the date of such report;

(v) any additional issue of Securities which the Trustee has not
previously reported; and

(vi) any action taken by the Trustee in the performance of its
duties under this Indenture which it has not previously reported and
which in its opinion materially affects the Securities, except action
in respect of a default, notice of which has been or is to be withheld
by it in accordance with the provisions of Section 5.11.

(b) The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the
Trustee, as such, since the date of the last report transmitted pursuant to
the provisions of subsection (a) of this Section (or if no such report has
yet been so transmitted, since the date of this Indenture) for the
reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of such series on property or funds held or
collected by it as Trustee and which it has not previously reported
pursuant to this subsection (b), except that the Trustee shall not be
required (but may elect) to report such advances if such advances remaining
unpaid at any time aggregate 10% or less of the principal amount of
Securities of such series outstanding at such time, such report to be
transmitted within 90 days after such time.

(c) Reports pursuant to this Section shall be transmitted by mail to
all registered holders of Securities, as the names and addresses of such
holders appear upon the registry books of the Issuer.

(d) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by
the Trustee with each stock exchange upon which the Securities of any
applicable series are listed and also with the Commission. The Issuer
agrees to notify the Trustee with respect any series when and as the
Securities of such series become admitted to trading on any national
securities exchange.

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall
have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental
body):

(a) default in the payment of any instalment of interest upon any
of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 90 days;
or

(b) default in the payment of all or any part of the principal on
any of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or
otherwise; or

(c) default in the payment of any sinking fund instalment as and
when the same shall become due and payable by the terms of the
Securities of such series; or

(d) default in the performance, or breach, of any covenant or
warranty of the Issuer in respect of the Securities of such series
(other than a covenant or warranty in respect of the Securities of
such series a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 90 days after there has been
given, by registered or certified mail, to the Issuer by the Trustee
or to the Issuer and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of all series affected
thereby, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

(e) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Issuer in an involuntary
case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of
the Issuer or for any substantial part of its property or ordering the
winding up or liquidation of its affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive
days; or

(f) the Issuer shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in
an involuntary case under any such law, or consent to the appointment
of or taking possession by a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer
or for any substantial part of its property, or make any general
assignment for the benefit of creditors; or

(g) any other Event of Default provided in the supplemental
indenture or resolution of the Board of Directors under which such
series of Securities is issued or in the form of Security for such
series.

If an Event of Default described in clauses (a), (b), (c) or (d) above (if
the Event of Default under clause (d) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and
in each and every such case, unless the principal of all of the Securities
of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount
of the Securities of such series then Outstanding hereunder (each such
series voting as a separate class) by notice in writing to the Issuer (and
to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series and the interest
accrued thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable. If an
Event of Default described in clause (d) (if the Event of Default under
clause (d) is with respect to all series of Securities then Outstanding),
(e) or (f) occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or,
if any Securities are Original Issue Discount Securities, such portion of
the principal as may be specified in the terms thereof) of all the
Securities then outstanding and interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall
become immediately due and payable.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of the Securities of any series (or of all
the Securities, as the case may be) shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Issuer
shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured instalments of interest upon all the Securities of such series (or
of all the Securities, as the case may be) and the principal of any and all
Securities of such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest
upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue instalments of interest, at
the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in the Securities of such
series, (or at the respective rates of interest or Yields to Maturity of
all the Securities, as the case may be) to the date of such payment or
deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of negligence or bad faith, and if any and all
Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and
in every such case the holders of a majority in aggregate principal amount
of all the Securities of such series, each series voting as a separate
class, (or of all the Securities, as the case may be, voting as a single
class) then outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to such series (or with
respect to all the Securities, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and
annulled, the principal amount of such Original Issue Discount Securities
shall be deemed, for all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the principal thereof as shall
be due and payable as a result of such acceleration, together with
interest, if any, thereon and all other amounts owing thereunder, shall
constitute payment in full of such Original Issue Discount Securities.

SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (a) in case default shall be made in the
payment of any instalment of interest on any of the Securities of any
series when such interest shall have become due and payable, and such
default shall have continued for a period of 30 days or (b) in case default
shall be made in the payment of all or any part of the principal of any of
the Securities of any series when the same shall have become due and
payable, whether upon maturity of the Securities of such series or upon any
redemption or by declaration or otherwise--then upon demand of the Trustee,
the Issuer will pay to the Trustee for the benefit of the Holders of the
Securities of such series the whole amount that then shall have become due
and payable on all Securities of series for principal or interest, as the
case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue instalments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of its
negligence or bad faith.

Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
holders, whether or not the principal of and interest on the Securities of
such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and
may enforce any such judgment or final decree against the Issuer or other
obligor upon such Securities and collect in the manner provided by law out
of the property of the Issuer or other obligor upon such Securities,
wherever situated, the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have
been appointed for or taken possession of the Issuer or its property or
such other obligor, or in case of any other comparable judicial proceedings
relative to the Issuer or other obligor upon the Securities of any series,
or to the creditors or property of the Issuer or such other obligor, the
Trustee, irrespective of whether the principal of any Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to
the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are
Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and
unpaid in respect of the Securities of any series, and to file such
other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee, except as a result of negligence
or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the
Securities of any series, or to the creditors or property of the
Issuer or such other obligor,

(b) unless prohibited by applicable law and regulations, to vote
on behalf of the holders of the Securities of any series in any
election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable
proceedings, and

(c) to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator,
custodian or other similar official is hereby authorized by each of
the Securityholders to make payments to the Trustee, and, in the event
that the Trustee shall consent to the making of payments directly to
the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith and all other amounts due to the
Trustee or any predecessor Trustee pursuant to Section 6.6.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding except, as aforesaid, to vote
for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial
or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action
was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which
the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Securities in respect to which such action was taken,
and it shall not be necessary to make any holders of such Securities
parties to any such proceedings.

SECTION 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied
in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or
interest, upon presentation of the several Securities in respect of which
monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts
in exchange for the presented Securities of like series if only partially
paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such
series in respect of which monies have been collected, including
reasonable compensation to the Trustee and each predecessor Trustee
and their respective agents and attorneys and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith, and
all other amounts due to the Trustee or any predecessor Trustee
pursuant to Section 6.6;

SECOND: In case the principal of the Securities of such series
in respect of which moneys have been collected shall not have become
and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of
the instalments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue
instalments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the
persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Securities of such series in
respect of which moneys have been collected shall have become and
shall be then due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for principal
and interest, with interest upon the overdue principal, and (to the
extent that such interest has been collected by the Trustee) upon
overdue instalments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so
due and unpaid upon the Securities of such series, then to the payment
of such principal and interest or yield to maturity, without
preference or priority of principal over interest or yield to
maturity, or of interest or yield to maturity over principal, or of
any instalment of interest over any other instalment of interest, or
of any Security of such series over any other Security of such series,
ratably to the aggregate of such principal and accrued and unpaid
interest or yield to maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer
or any other person lawfully entitled thereto.

SECTION 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture or to enforce
any other legal or equitable right vested in the Trustee by this Indenture
or by law.

SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee,
then and in every such case the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Issuer, the Trustee and the
Securityholders shall continue as though no such proceedings had been
taken.

SECTION 5.6 LIMITATIONS ON SUITS BY SECURITYHOLDERS. No holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or
in equity or in bankruptcy or otherwise upon or under or with respect to
this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder,
unless such holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided,
and unless also the holders of not less than 25% in aggregate principal
amount of the Securities of such series then outstanding shall have made
written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every
other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other such Holder of Securities, or to
obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Notwithstanding any other provision in this Indenture and
any provision of any Security, the right of any Holder of any Security to
receive payment of the principal of and interest on such Security on or
after the respective due dates expressed in such Security, or to institute
suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such
Holder.

SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such right or power or shall
be construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders.

SECTION 5.9 CONTROL BY SECURITYHOLDERS. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with
each series voting as a separate class) at the time outstanding shall have
the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to the Securities of such
series by this Indenture; PROVIDED that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture
and provided FURTHER that (subject to the provisions of Section 6.1) the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors, the executive committee, or a trust
committee of directors or responsible officers of the Trustee shall
determine that the action or proceedings so directed would involve the
Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forebearances specified in or pursuant to
such direction would be unduly prejudicial to the interests of Holders of
the Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or
forebearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

SECTION 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of
the acceleration of the maturity of the Securities of any series as
provided in Section 5.1, the Holders of a majority in aggregate principal
amount of the Securities of such series at the time Outstanding may on
behalf of the Holders of all the Securities of such series waive any past
default or Event of Default described in clause (c) of Section 5.1 (or, in
the case of an event specified in clause (d) of Section 5.1 which relates
to less than all series of Securities then Outstanding, the Holders of a
majority in aggregate principal amount of the Securities then Outstanding
affected thereby (each series voting as a separate class)) may waive any
such default or Event of Default, or, in the case of an event specified in
clause (d) (if the Event of Default under clause (d) relates to all series
of Securities then Outstanding), (e) or (f) of Section 5.1 the Holders of
Securities of a majority in principal amount of all the Securities then
Outstanding (voting as one class) may waive any such default or Event of
Default), and its consequences except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of
the Holder of each Security affected. In the case of any such waiver, the
Issuer, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have
occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall transmit to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry
books, notice by mail of all defaults which have occurred with respect to
such series, such notice to be transmitted within 90 days after the
occurrence thereof, unless such defaults shall have been cured before the
giving of such notice (the term "default" or "defaults" for the purposes of
this Section being hereby defined to mean any event or condition which is,
or with notice or lapse of time or both would become, an Event of Default);
PROVIDED that, except in the case of default in the payment of the
principal of or interest on any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of
directors or trustees and/or responsible officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of
the Securityholders of such series.

SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; PROVIDED that the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder or group of Securityholders of any series
holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such series, or, in the case of any suit relating to or
arising under clause (d) of Section 5.1 (if the suit relates to Securities
of more than one but less than all series), 10% in aggregate principal
amount of Securities Outstanding affected thereby, or in the case of any
suit relating to or arising under clause (d) (if the suit under clause (d)
relates to all the Securities then Outstanding),
(e) or (f) of Section 5.1, 10% in aggregate principal amount of all
Securities Outstanding, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security; and PROVIDED
FURTHER that neither this Section nor the Trust Indenture Act of 1939 shall
be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Issuer.

ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that

(a) prior to the occurrence of an Event of Default with respect
to the Securities of any series and after the curing or waiving of all
such Events of Default with respect to such series which may have
occurred:

(i) the duties and obligations of the Trustee with respect
to the Securities of any Series shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not
be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any statements, certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but
in the case of any such statements, certificates or opinions
which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the holders pursuant to Section 5.9 relating to the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there shall be reasonable
ground for believing that the repayment of such funds or adequate indemnity
against such liability is not reasonably assured to it.

SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE. Subject to Section 6.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate or
any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture, note, coupon, security or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Trustee by a copy thereof certified by the
secretary or an assistant secretary of the Issuer;

(c) the Trustee may consult with counsel and any advice or
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be
taken by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request,
order or direction of any of the Securityholders pursuant to the
provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred therein or
thereby;

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this
Indenture;

(f) prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and shall
make such an inquiry or investigation if requested in writing so to do
by the holders of not less than a majority in aggregate principal
amount of the Securities of all series affected then outstanding, and
in the event it determines, or is required, to make such further
investigation, it shall be entitled to examine the books and records
of the Issuer, personally or by agent or attorney; PROVIDED that, if
the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against
such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the
Issuer or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer upon demand; and

(g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through
agents or attorneys not regularly in its employ and the Trustee shall
not be responsible for any misconduct or negligence on the part of any
such agent or attorney appointed with due care by it hereunder.

SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of
the Securities. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Securities or of the proceeds
thereof.

SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.
The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and,
subject to Sections 6.8 and 6.13, if operative, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer
with the same rights it would have if it were not the Trustee or such
agent.

SECTION 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Trustee
nor any agent of the Issuer or the Trustee shall be under any liability for
interest on any moneys received by it hereunder, except as otherwise agreed
with the Issuer.

SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) and the Issuer covenants and agrees to
pay or reimburse the Trustee and each predecessor Trustee upon its request
for all reasonable expenses, disbursement and advances incurred or made by
or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not
regularly in its employ) except any such expense, disbursement or advance
as may arise from its negligence or bad faith. The Issuer also covenants
to indemnify the Trustee and each predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending
itself against or investigating any claim of liability in the premises.
The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the holders of particular Securities, and
the Securities are hereby subordinated to such senior claim.

SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered
to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

SECTION 6.8 CONFLICTING INTERESTS. (a) If the Trustee has or shall
acquire any conflicting interest, within the meaning of the Trust Indenture
Act, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign
in the manner and with the effect specified in this Indenture. To the
extent permitted by the Trust Indenture Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series.

(b) In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section, the Trustee shall,
within 10 days after the expiration of such 90 day period, transmit by
mail notice of such failure to the Securityholders at their last
addresses as they appear on the Security register.

(c) Subject to the provisions of this Section, any securityholder
who has been a bona fide holder of Securities for at least six months
may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor, if the Trustee fails after written
request thereof by such Holder to comply with the provisions of
paragraph (a) of this Section 6.8.

SECTION 6.9 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America
or of any State or the District of Columbia having a combined capital and
surplus of at least $50,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.10.

SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer and by
mailing notice thereof by first class mail to Holders of the applicable
series of Securities at their last addresses as they shall appear on the
Security register. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority
of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee or trustees.
If no successor trustee shall have been so appointed with respect to any
series and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities
of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of
Section 6.8 with respect to any series of Securities after
written request therefor by the Issuer or by any Securityholder
who has been a bona fide Holder of a Security or Securities of
such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 6.9 and shall fail to resign after
written request therefor by the Issuer or by any Securityholder;
or

(iii) the Trustee shall become incapable of acting with
respect to any series of Securities, or shall be adjudged a
bankrupt or insolvent, or a receiver or liquidator of the Trustee
or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to
the applicable series of Securities and appoint a successor trustee for
such series by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 5.12, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at
least six months may on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee with respect to such
series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

(c) The Holders of a majority in aggregate principal amount of
the Securities of each series at the time outstanding may at any time
remove the Trustee with respect to Securities of such series and appoint a
successor trustee with respect to the Securities of such series by
delivering to the Trustee so removed, to the successor trustee so appointed
and to the Issuer the evidence provided for in Section 7.1 of the action in
that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 6.10 shall become
effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee
for such series hereunder; but, nevertheless, on the written request of the
Issuer or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over
to the successor trustee all moneys at the time held by it hereunder and
shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of
any such successor trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts
then due it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of
such acceptance such successor trustee shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9.

Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall mail notice thereof by first-class mail
to the Holders of Securities of any series for which such successor trustee
is acting as trustee at their last addresses as they shall appear in the
Security register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer.

SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, PROVIDED that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.

In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so-authenticated; and, in case at that
time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificate shall have the full force which it
is anywhere in the Securities of such series or in this Indenture provided
that the certificate of the Trustee shall have; PROVIDED, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
(a) Subject to the provisions of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of
the Issuer within four months prior to a default, as defined in subsection
(c) of this Section, or subsequent to such a default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in
a special account for the benefit of the Trustee individually, the Holders
of the Securities and the Holders of other indenture securities (as defined
in this Section):

(1) an amount equal to any and all reductions in the amount due
and owing upon any claim as such creditor in respect of principal or
interest, effected after the beginning of such four months' period and
valid as against the Issuer and its other creditors, except any such
reduction resulting from the receipt or disposition of any property
described in subsection (a)(2) of this Section, or from the exercise
of any right of set-off which the Trustee could have exercised if a
petition in bankruptcy had been filed by or against the Issuer upon
the date of such default; and

(2) all property received by the Trustee in respect of any claim
as such creditor, either as security therefor, or in satisfaction or
composition thereof, or otherwise, after the beginning of such four
months' period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of
the Issuer and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the
Trustee:

(A) to retain for its own account (i) payments made on account of
any such claim by any person (other than the Issuer) who is liable
thereon, (ii) the proceeds of the bona fide sale of any such claim by
the Trustee to a third person, and (iii) distributions made in cash,
securities or other property in respect of claims filed against the
Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or
applicable state law;

(B) to realize, for its own account, upon any property held by it
as security for any such claim, if such property was so held prior to
the beginning of such four months' period;

(C) to realize, for its own account, but only to the extent of
the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the
beginning of such four months' period and such property was received
as security therefor simultaneously with the creation thereof, and if
the Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to
believe that a default as defined in subsection (c) of this Section
would occur within four months; or

(D) to receive payment on any claim referred to in paragraph (B)
or (C), against the release of any property held as security for such
claim as provided in such paragraph (B) or (C), as the case may be, to
the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as
security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution for or for the
purpose of repaying or refunding any pre-existing claim of the Trustee as
such creditor, such claim shall have the same status as such pre-existing
claim.

If the Trustee shall be-required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the Holders of other indenture
securities in such manner that the Trustee, such Securityholders and the
Holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Issuer in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, the
same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the
Issuer of the funds and property in such special account and before
crediting to the respective claims of the Trustee, such Securityholders and
the Holders of other indenture securities dividends on claims filed against
the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or applicable
State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such
special account. As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant
to Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any,
of such claim. The court in which such bankruptcy, receivership or
proceeding for reorganization is pending shall have jurisdiction (i) to
apportion between the Trustee, such Securityholders and the Holders of
other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in
part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee,
such Securityholders and the Holders of other indenture securities with
respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or
to make a specific allocation of such distributions as between the secured
and unsecured portions of such claims, or otherwise to apply the provisions
of this paragraph as a mathematical formula.

Any Trustee who has resigned or been removed after the beginning of
such four months' period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred. If
any Trustee has resigned or been removed prior to the beginning of such
four months' period, it shall be subject to the provisions of this
subsection (a) if and only if the following conditions exist:

(i) the receipt of property or reduction of claim which would
have given rise to the obligation to account, if such Trustee had
continued as trustee, occurred after the beginning of such four
months' period; and

(ii) such receipt of property or reduction of claim occurred
within four months after such resignation or removal.

(b) There shall be excluded from the operation of this Section a
creditor relationship arising from

(1) the ownership or acquisition of securities issued under any
indenture, or any security or securities having a maturity of one year
or more at the time of acquisition by the Trustee;

(2) advances authorized by a receivership or bankruptcy court of
competent jurisdiction or by this Indenture for the purpose of
preserving any property which shall at any time be subject to the lien
of this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advance and of the
circumstances surrounding the making thereof is given to the
Securityholders at the time and in the manner provided in this
Indenture;

(3) disbursements made in the ordinary course of business in the
capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar
capacity;

(4) an indebtedness created as a result of services rendered or
premises rented or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c)(3)
below;

(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act, as amended, which is directly or indirectly a
creditor of the Issuer; or

(6) the acquisition, ownership, acceptance or negotiation of any
drafts, bills of exchange, acceptances or obligations which fall
within the classification of self-liquidating paper as defined in
subsection (c)(4) of this Section.

(1) the term "default" shall mean any failure to make payment in
full of the principal of or interest upon any of the Securities or
upon the other indenture securities when and as such principal or
interest becomes due and payable;

(2) the term "other indenture securities" shall mean securities
upon which the Issuer is an obligor (as defined in the Trust Indenture
Act) outstanding under any other indenture (i) under which the Trustee
is also trustee, (ii) which contains provisions substantially similar
to the provisions of subsection (a) of this Section, and (iii) under
which a default exists at the time of the apportionment of the funds
and property held in said special account;

(3) the term "cash transaction" shall mean any transaction in
which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in
checks or other orders drawn upon banks or bankers and payable upon
demand;

(4) the term "self-liquidating paper" shall mean any draft, bill
of exchange, acceptance or obligation which is made, drawn, negotiated
or incurred by the Issuer for the purpose of financing the purchase,
processing, manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation
of the creditor relationship with the Issuer arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation; and

(5) the term "Issuer" shall mean any obligor upon the Securities.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be
embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in
person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Proof of execution
of any instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Sections 6.1
and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article.

SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to Sections 6.1 and 6.2, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed
by the Trustee or in such manner as shall be satisfactory to the Trustee.
The holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof.

SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on
account of the principal of and, subject to the provisions of this
Indenture, interest on such Security and for all other purposes; and
neither the Issuer nor the Trustee nor any agent of the Issuer or the
Trustee shall be affected by any notice to the contrary. All such payments
so made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount
of Outstanding Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are
owned by the Issuer or any other obligor on the Securities with respect to
which such determination is being made or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect
to which such determination is being made shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected
in relying on any such direction, consent or waiver only Securities which
the Trustee knows are so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not
the Issuer or any other obligor upon the Securities or any person directly
or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In
case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to
the Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1
and 6.2, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that
all Securities not listed therein are Outstanding for the purpose of any
such determination.

SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may
be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this
Article, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and
owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in
regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities
of any or all series, as the case may be, specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer,
the Trustee and the Holders of all the Securities affected by such action.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. Without the consent of any Holders, the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for
one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of one or more series any
property or assets;

(b) to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer
pursuant to Article Nine;

(c) to add to the covenants of the Issuer further covenants,
restrictions, conditions or provisions for the benefit of the Holders
of any or all series of Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; PROVIDED, that in
respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of
Default;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture; or to make such other provisions in
regard to matters or questions arising under this Indenture or under
any supplemental indenture as the Board of Directors may deem
necessary or desirable and which shall not materially and adversely
affect the interests of the Holders of the Securities;

(e) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3;

(f) to provide for the acceptance of appointment hereunder by a
successor trustee with respect to the Securities of one or more series
and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one trustee, pursuant to the
requirements of Section 6.11;

(g) to surrender any right or power herein conferred upon the
Issuer;

(h) to add or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; and

(i) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, PROVIDED
that any such addition, change or elimination (A) shall neither (i)
apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding.

The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and
to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions
of Section 8.2.

SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Article Seven) of the Holders of
not less than 50% in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a resolution of its
Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force at
the date of execution thereof) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series; PROVIDED,
that no such supplemental indenture shall (a) extend the final maturity of
any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect
the right of any Securityholder to institute suit for the payment thereof
or, if the Securities provide therefor, any right of repayment at the
option of the Securityholder without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities
of any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security
so affected.

Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors certified by the secretary or an assistant
secretary of the Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent
of Securityholders as aforesaid and other documents, if any, required by
Section 7.1, the Trustee shall join with the Issuer in the execution of
such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not
be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Issuer shall mail a notice thereof by first class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall
appear on the registry books of the Issuer, setting forth in general terms
the substance of such supplemental indenture. Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

SECTION 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and
the Holders of Securities of each series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article 8 complies with
the applicable provisions of this Indenture.

SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series
as to any matter provided for by such supplemental indenture. If the
Issuer or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
outstanding.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The
Issuer covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Issuer shall be the continuing corporation,
or the successor corporation or the Person which acquires by sale or
conveyance substantially all the assets of the Issuer (if other than the
Issuer) shall be a corporation organized under the laws of the United
States of America or any State thereof and shall expressly assume the due
and punctual payment of the principal of and interest on all the
Securities, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to
be performed or observed by the Issuer, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) the Issuer or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant
or condition.

SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption
by the successor corporation, such successor corporation shall succeed to
and be substituted for the Issuer, with the same effect as if it had been
named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities
so issued shall in all respects have the same legal rank and benefit under
this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance
such changes in phraseology and form (but not in substance) may be made in
the Securities thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance
by way of lease) the Issuer or any successor corporation which shall
theretofore have become such in the manner described in this Article shall
be discharged from all obligations and covenants under this Indenture and
the Securities and may be liquidated and dissolved.

SECTION 9.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any
such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS.

SECTION 10.1 SATISFACTION AND DISCHARGE OF INDENTURE. If at any
time (a) the Issuer shall have paid or caused to be paid the principal of
and interest on all the Securities of any series outstanding hereunder
(other than Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.9) as and when the same
shall have become due and payable, or (b) the Issuer shall have delivered
to the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have
been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.9) or (c) (i) all the securities of such series
not theretofore delivered to the Trustee for cancellation shall have become
due and payable, or are by their terms to become due and payable within one
year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and
(ii) the Issuer shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than
moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section l0.4), or direct obligations of the United States
of America, backed by its full faith and credit, maturing as to principal
and interest in such amounts and at such times as will insure the
availability of cash, sufficient to pay at maturity or upon redemption all
Securities of such series (other than any Securities of such series which
shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) not theretofore delivered to
the Trustee for cancellation, including principal and interest due or to
become due to such date of maturity as the case may be, and if, in any such
case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer with respect to Securities of such series, then
this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of
transfer and exchange, and the Issuer's right of optional redemption, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities,
(iii) rights of holders to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the holders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations and immunities
of the Trustee hereunder and (v) the rights of the Securityholders of such
series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand
of the Issuer accompanied by an Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; PROVIDED, that the rights of Holders
of the Securities to receive amounts in respect of principal of and
interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
OF SECURITIES. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular
Securities of such series for the payment or redemption of which such
moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying
agent under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

SECTION 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR THREE YEARS. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of or interest on any
Security of any series and not applied but remaining unclaimed for three
years after the date upon which such principal or interest shall have
become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee
for such series or such paying agent, and the Holder of the Security of
such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look
only to the Issuer for any payment which such Holder may be entitled to
collect, and all liability of the Trustee or any paying agent with respect
to such moneys shall thereupon cease.

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of the Issuer or of any
successor, either directly or through the Issuer or any successor, under
any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all
such liability being expressly waived and released by the acceptance of the
Securities by the holders thereof and as part of the consideration for the
issue of the Securities.

SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the
Holders of the Securities, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the Holders of the Securities.

SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.

SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
SECURITYHOLDERS. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or
by the Holders of Securities to or on the Issuer may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to: The Advest Group, Inc.,
90 State House Square, Hartford, Connecticut 06103, Attention: Legal
Department. Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office, Attention: Paul G. Grenier.

Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. In
any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of
such notice.

SECTION 11.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the
Issuer to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Trustee, at the Trustee's request, an
Officers' Certificate stating that all conditions precedent provided for in
this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of
any such application or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion
need be furnished.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that
the person making such certificate or opinion has read such covenant or
condition, (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based,
(c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of or representations by counsel, unless such officer knows that
the certificate or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid
are erroneous, or in the exercise of reasonable care should know that the
same are erroneous. Any certificate, statement or opinion of counsel may
be based, insofar as it relates to factual matters, information with
respect to which is in the possession of the Issuer, upon the certificate,
statement or opinion of or representations by an officer of officers of the
Issuer, unless such counsel knows that the certificate, statement or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are
erroneous.

Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon
a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm
is independent.

SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If
the date of maturity of interest on or principal of the Securities of any
series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of interest or principal need not
be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period
after such date.

SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included herein by any of Sections 310 to
317, inclusive, of the Trust Indenture Act, such required provision shall
control. If and to the extent that any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act which is required
under such Act to be part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which may be so modified
or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

SECTION 11.8 CONNECTICUT LAW TO GOVERN. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of
Connecticut and for all purposes shall be construed in accordance with the
laws of such State, except as may otherwise be required by mandatory
provisions of law.

SECTION 11.9 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

SECTION 11.10 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement
of Securities of a series except as otherwise specified as contemplated by
Section 2.3 for Securities of such series.

SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a
whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to
such Holders of Securities of such series at their last addresses as they
shall appear upon the registry books. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security
of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security of such series.

The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and
surrender of such Securities, that such redemption is pursuant to the
mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified
in such notice and that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue. In case any Security
of a series is to be redeemed in part only the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of
such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
written request made at least 45 days prior to the date fixed for
redemption (unless shorter notice shall be satisfactory to the Trustee) and
accompanied by the form of notice, by the Trustee in the name and at the
expense of the Issuer.

At least one Business Day prior to the redemption date specified in
the notice of redemption given as provided in this Section, the Issuer will
deposit with the Trustee or with one or more paying agents (or, if the
Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.4) an amount of money sufficient to redeem
on the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption. If less than all the
outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for
redemption (unless shorter notice shall be satisfactory to the Trustee) an
Officers' Certificate stating the aggregate principal amount of Securities
to be redeemed.

If less than all the Securities of a series are to be redeemed, the
Trustee shall, upon written request of the issuer, select, in such manner
as it shall deem appropriate and fair, Securities of such Series to be
redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption
and, in the case of any Securities of such series selected for partial
redemption, the principal amount thereof to be redeemed. For all purposes
of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities of any series shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice
of redemption has been given as above provided, the Securities or portions
of Securities specified in such notice shall become due and payable on the
date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and
on and after said date (unless the Issuer shall default in the payment of
such Securities at the redemption price, together with interest accrued to
said date) interest on the Securities or portions of Securities so called
for redemption shall cease to accrue and, except as provided in Sections
6.5 and 10.4, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities
except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; PROVIDED that any
semiannual payment of interest becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of
Section 2.4 hereof.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate
of interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security
or Securities of such series , of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer
and delivered to the Trustee at least 45 days prior to the last date on
which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Issuer
or (b) an entity specifically identified in such written statement directly
or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum
amount of any sinking fund payment provided for by the terms of Securities
of any series is herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided for by the terms
of Securities of any series is herein referred to as an "optional sinking
fund payment". The date on which a sinking fund payment is to be made is
herein referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at
its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Issuer and delivered to the Trustee
for cancellation pursuant to Section 2.7, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this
Section, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written
statement (which need not contain the statements required by Section 11.5)
signed by an authorized officer of the Issuer (a) specifying the portion of
the mandatory sinking fund payment to be satisfied by payment of cash and
the portion to be satisfied by credit of Securities of such series, (b)
stating that none of the Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events
of Default with respect to such series have occurred (which have not been
waived or cured) and are continuing and (d) stating whether or not the
Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of
such optional sinking fund payment which the Issuer intends to pay on or
before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in
order for the Issuer to be entitled to credit therefor as aforesaid which
have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written
statement (or reasonably promptly thereafter if acceptable to the Trustee).
Such written statement shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the Issuer, on or
before any such sixtieth day, to deliver such written statement and
Securities specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable
election of the Issuer (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional
sinking fund payment with respect to such series as provided in this
Section.

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with
respect to the Securities of any particular series, such cash shall be
applied on the next succeeding sinking fund payment date to the redemption
of Securities of such series at the sinking fund redemption price together
with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 or less and the Issuer makes no such request then it shall
be carried over until a sum in excess of $50,000 is available. The Trustee
shall select, in the manner provided in Section 12.2, for redemption on
such sinking fund payment date a sufficient principal amount of Securities
of such series to absorb said cash, as nearly as may be, and shall (if
requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected.
Securities of any series which are (a) owned by the Issuer or an entity
known by the Trustee to be directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer, as shown by
the Security register, and not known to the Trustee to have been pledged or
hypothecated by the Issuer or any such entity or (b) identified in an
Officers' Certificate at least 60 days prior to the sinking fund payment
date as being beneficially owned by, and not pledged or hypothecated by,
the Issuer or an entity directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer shall be
excluded from Securities of such series eligible for selection for
redemption. The Trustee, in the name and at the expense of the Issuer (or
the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect
provided in Section 12.3) for the redemption of Securities of such series
in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such
series and, together with such payment, shall be applied in accordance with
the provisions of this Section. Any and all sinking fund moneys held on
the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be
applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the
Securities of such series at maturity.

At least one Business Day before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or mail any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of
any Event of Default except that, where the mailing of notice of redemption
of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when
any such default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such default
or Event of Default, be deemed to have been collected under Article Five
and held for the payment of all such Securities. In case such Event of
Default shall have been waived as provided in Section 5.10 or the default
cured on or before the sixtieth day preceding the sinking fund payment date
in any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption
of such Securities.

<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of _____________.

THE ADVEST GROUP, INC.

By______________________
Name:
Title:

[CORPORATE SEAL]

Attest:

By______________________
Name:
Title:

STATE STREET BANK AND
TRUST COMPANY

By______________________
Name:
Title:

[CORPORATE SEAL]

Attest:

By______________________
Name:
Title:

<PAGE>

STATE OF CONNECTICUT)
) ss.:
COUNTY OF HARTFORD )

On this day of , before me personally came , to me
personally known, who, being by me duly sworn, did depose and say that he
resides at that he is a of The Advest Group, Inc., one
of the corporations described in and which executed the above instrument; that
he knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name
thereto by like authority.

________________________________
Notary Public

<PAGE>

STATE OF ____________ )
) ss.:
COUNTY OF ___________ )

On this day of , before me personally came , to me
personally known, who, being by me duly sworn, did depose and say that he
resides at ; that he is a of State Street Bank and Trust
Company, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

________________________________
Notary Public

EXHIBIT 5

December 22, 1997

The Advest Group, Inc.
90 State House Square
Hartford, CT 06103

Gentlemen and Lady:

I am the General Counsel and Secretary of The Advest Group, Inc., a
Delaware corporation (the "Company"), and have acted as counsel in
connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), of a registration statement on Form S-3 (as the
same may be amended or supplemented from time to time, the "Registration
Statement"), including the Prospectus included therein at the time the
Registration Statement is declared effective (the "Prospectus"), with
respect to the following securities: (i) shares of the common stock, par
value $.01 per share, of the Company (the "Common Stock"); (ii) shares of
the preferred stock, par value $.01 per share of the Company (the
"Preferred Stock"), to be issued from time to time in one or more series,
on terms to be determined at the time of offering and which may be
convertible or exchangeable into other Preferred Stock or Common Stock of
the Company; and (iii) notes, debentures or other obligations (the "Debt
Securities") of the Company, any of which may be convertible or
exchangeable into shares of Common Stock or Preferred Stock of the
Company, to be issued from time to time in one or more series, on terms
to be determined at the time of offering (the Debt Securities, the Common
Stock and the Preferred Stock hereinafter referred to as the
"Securities"). The Debt Securities are to be issued from time to time as
indebtedness (including indebtedness convertible or exchangeable into
shares of Common Stock or Preferred Stock) of the Company under an
indenture between the Company, as issuer, and State Street Bank and Trust
Company, as trustee, in substantially the form included in the
Registration Statement as Exhibit 4(c). The aggregate gross proceeds
from the offer, sale and distribution of the above Securities under the
Registration Statement will not exceed $50 million.

I have examined the Registration Statement, the Indenture and the
Company's Restated Certificate of Incorporation and Bylaws, as amended to
date. I have also examined and relied as to factual matters upon the
representations, warranties and other statements contained in originals,
or copies certified or otherwise identified to my satisfaction, of such
records, documents, certificates and other instruments as in my judgment
are necessary or appropriate to enable me to render the opinions
expressed below. In such examination, have assumed the genuineness of
all signatures, the authenticity of all documents, certificates and
instruments submitted to me as originals and the conformity with
originals of all documents submitted to me as copies.

The opinions expressed below are limited to the law of the State of
Delaware, and no opinion herein is expressed concerning any other law.

Based upon the foregoing, I am of the opinion that:

1. When the Board of Directors of the Company has determined the
price and other terms and conditions relating to the issue and
sale of the Securities (the "Corporate Authorization"), the
Securities will have been duly authorized by the Company.

2. The Indenture has been duly authorized, and when (a) the
Indenture has been duly executed and delivered by the parties
thereto, (b) the Debt Securities have been duly executed and
issued in accordance with the provisions of the Indenture
(including the provisions of the Indenture regarding
establishment of the form of Debt Securities), (c) such Debt
Securities have been authenticated by the trustee under the
Indenture and (d) such Debt Securities have been delivered for
due consideration in the manner and on the terms described in
the Prospectus, as supplemented by the applicable prospectus
supplement, such Securities will have been validly issued and
will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their
respective terms and entitled to the benefits of the Indenture,
subject to (i) the effect of any applicable bankruptcy,
insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar
laws affecting creditors' rights generally and (ii) the effect
of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).

3. Upon the issuance of the Common Stock by the Company against
payment of the agreed consideration or pursuant to the
conversion or exchange of Debt Securities or Preferred Stock
and in accordance with the Corporate Authorization, the Common
Stock will be validly issued, fully paid and nonassessable.

4. Upon the issuance of the Preferred Stock by the Company against
payment of the agreed consideration or pursuant to the
conversion or exchange of Debt Securities or other Preferred
Stock and in accordance with the Corporate Authorization, the
Preferred Stock will be validly issued, fully paid and
nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading
"Legal Matters" contained in the Prospectus. In giving this consent, I
do not admit that I am in the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations of the
Commission thereunder.

Very truly yours,

/s/ Lee G. Kuckro
Lee G. Kuckro

EXHIBIT 12(a)

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(INCLUDES ALL INTEREST EXPENSE)
(THOUSAND OF DOLLARS)

<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
1997 1996 1995 1994 1993
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Pre-tax income from continuing
operations 24,098 21,068 11,761 5,355 8,071
Fixed charges 35,614 32,433 33,757 25,930 26,416
------ ------ ------ ------ ------
EARNINGS AVAILABLE FOR FIXED CHARGES 59,712 53,501 45,518 31,285 34,487
------ ------ ------ ------ ------
FIXED CHARGES:
Interest expense on borrowed funds 5,369 4,651 4,704 5,064 5,120
Amortization of debt expense and
discount relating to indebtedness 43 32 38 33 34
Portion of rent expense representative
of the interest factor (one-third) 3,113 2,976 3,153 3,313 3,360
Interest on stock loaned 10,261 6,496 4,050 1,103 731
Interest to brokerage customers 8,565 8,769 9,928 6,342 5,383
Interest on deposits 7,596 8,449 11,002 9,613 11,290
Interest other 667 1,060 882 462 498
------ ------ ------ ------ ------
TOTAL FIXED CHARGES 35,614 32,433 33,757 25,930 26,416
------ ------ ------ ------ ------

------ ------ ------ ------ ------
RATIO OF EARNINGS TO FIXED CHARGES 1.68 1.65 1.35 1.21 1.31
------ ------ ------ ------ ------
</TABLE>

EXHIBIT 12(b)

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
INCLUDING INTEREST ON BORROWED FUNDS ONLY
(THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
1997 1996 1995 1994 1993
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Pre-tax income from continuing
operations 24,098 21,068 11,761 5,355 8,071
Fixed charges 8,525 7,659 7,895 8,410 8,514
------ ------ ------ ------ ------
EARNINGS AVAILABLE FOR FIXED CHARGES 32,623 28,727 19,656 13,765 16,585
------ ------ ------ ------ ------
FIXED CHARGES:
Interest expense on borrowed funds 5,369 4,651 4,704 5,064 5,120
Amortization of debt expense and
discount relating to indebtedness 43 32 38 33 34
Portion of rent expense representative
of the interest factor (one-third) 3,113 2,976 3,153 3,313 3,360
------ ------ ------ ------ ------
TOTAL FIXED CHARGES 8,525 7,659 7,895 8,410 8,514
------ ------ ------ ------ ------

------ ------ ------ ------ ------
RATIO 3.83 3.75 2.49 1.64 1.95
------ ------ ------ ------ ------
</TABLE>

EXHIBIT 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of The Advest Group, Inc. on Form S-3 of our report dated October 22,
1997, on our audit of the consolidated financial statements and financial
statement schedules of The Advest Group, Inc. and Subsidiaries (the "Company")
as of September 30, 1997 and 1996, and for each of the three years in the period
ended September 30, 1997, which report is included in the Company's annual
report on Form 10-K for the fiscal year ended September 30, 1997, which is
incorporated by reference in this registration statement. We also consent to
the reference to our Firm under the caption "Experts".

/s/ Coopers & Lybrand L.L.P.

Hartford, Connecticut
December 22, 1997

EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
_________

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) __

STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

Massachusetts 04-1867445
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)

225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)

John R. Towers, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)

THE ADVEST GROUP, INC.
(Exact name of obligor as specified in its charter)

DELAWARE 06-0950444

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

90 STATE HOUSE SQUARE, HARTFORD, CONNECTICUT 06103
(Address of principal executive offices) (Zip Code)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) Name and address of each examining or supervisory authority to
which it is subject.

Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

The obligor is not an affiliate of the trustee or of its parent,
State Street Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility.

1. A copy of the articles of association of the trustee as now in
effect.

A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission as
Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee to
commence business was necessary or issued is on file with the
Securities and Exchange Commission as Exhibit 2 to Amendment No.
1 to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of Morse Shoe,
Inc.(File No. 22-17940) and is incorporated herein by reference
thereto.

3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the documents specified
in paragraph (1) or (2), above.

A copy of the authorization of the trustee to exercise corporate
trust powers is on file with the Securities and Exchange
Commission as Exhibit 3 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.

4. A copy of the existing by-laws of the trustee, or instruments
Corresponding thereto.

A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4 to
the Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Eastern Edison
Company (File No. 33-37823) and is incorporated herein by
reference thereto.

<PAGE>

5. A copy of each indenture referred to in item 4. if the obligor is
in default.

Not applicable.

6. The consents of United States institutional trustees required by
Section 321(b) of the Act.

The consent of the trustee required by Section 321(b) of the Act
is annexed hereto as Exhibit 6 and made a part hereof.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.

A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority is annexed hereto as Exhibit 7 and made a
part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates
to matters peculiarly within the knowledge of the obligor or any underwriter
for the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 22nd day of December, 1997.

STATE STREET BANK AND TRUST COMPANY

By: /s/ Paul G. Grenier
Paul G. Grenier
<PAGE>

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by The Advest
Group, Inc. of its Debt Securities, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

By: /s/ Paul G. Grenier
Paul G. Grenier
VICE PRESIDENT

DATED: December 22, 1997

<PAGE>

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business SEPTEMBER
30, 1997, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).

<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................... 1,380,475
Interest-bearing balances.............................................8,821,855
Securities...................................................................10,461,989
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary...................................6,085,138
Loans and lease financing receivables:
Loans and leases, net of unearned income .............. 5,597,831
Allowance for loan and lease losses ....................... 79,416
Allocated transfer risk reserve.............................. 0
Loans and leases, net of unearned income and allowances...............5,518,415
Assets held in trading accounts.................................................917,895
Premises and fixed assets.......................................................390,028
Other real estate owned.............................................................779
Investments in unconsolidated subsidiaries.......................................34,278
Customers' liability to this bank on acceptances outstanding.....................83,470
Intangible assets...............................................................227,659
Other assets..................................................................1,969,514
---------

Total assets.................................................................35,891,495
==========
LIABILITIES

Deposits:
In domestic offices...................................................8,095,559
Noninterest-bearing ..............................5,962,025
Interest-bearing .................................2,133,534
In foreign offices and Edge subsidiary..................14,399,173
Noninterest-bearing .................................86,798
Interest-bearing ................................14,312,375
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary...................................7,660,881
Demand notes issued to the U.S. Treasury and Trading Liabilities..............1,107,552
Other borrowed money............................................................589,733
Subordinated notes and debentures.....................................................0
Bank's liability on acceptances executed and outstanding.........................85,600
Other liabilities.............................................................1,830,593

Total liabilities............................................................33,769,091
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.........................................0
Common stock.....................................................................29,931
Surplus.........................................................................437,183
Undivided profits and capital reserves/Net unrealized
holding gains (losses).........................1,660,158
Cumulative foreign currency translation adjustments..............................(4,868)
Total equity capital..........................................................2,122,404
---------
Total liabilities and equity capital.........................................35,891,495

</TABLE>

I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Rex S. Schuette

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

David A. Spina
Marshall N. Carter
Truman S. Casner