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Exhibit 10(a)
THIRD AMENDMENT TO
THE ADVEST, INC.
ACCOUNT EXECUTIVE NONQUALIFIED DEFINED BENEFIT PLAN
This Amendment to The Advest, Inc. Account Executive Nonqualified
Defined Benefit Plan (the "Plan") is made effective as of January 1, 1999.
W I T N E S S E T H
WHEREAS, the Plan was adopted by Advest, Inc. (the "Company") effective
October 1, 1992 and provides for the provision of specified benefits to certain
account executives meeting certain performance targets;
WHEREAS, the Plan was amended by the First Amendment effective as of
October 1, 1992;
WHEREAS, the Plan was amended by the Second Amendment effective as of
October 1, 1995; and
WHEREAS, the Company believes it appropriate to further amend the Plan
to adjust the formula employed in establishing benefits payable under the Plan;
NOW, THEREFORE, Section 3.3(c) of Plan is hereby amended in its
entirety to read as follows:
A (c) Yield Multipliers. A "Yield Multiplier" shall be computed for a
Participant on the October 1st following each full Fiscal Year after the Initial
Ten-Year Period. The amount of each Yield Multiplier shall be determined as
follows:
(i) if the Participant's Gross Commissions during the Fiscal Year
equalled or exceeded his Gross Commissions Average, the Yield
Multiplier for that year shall be 100% plus the 30-year treasury bond
yield in effect on October 1st plus the Yield Enhancement, but not less
104%, nor more than 110%;
(ii) if the Participant's Gross Commissions during the Fiscal Year were
less than his Gross Commissions Average, or the Participant was not
employed by the Company at any time during the Fiscal Year, the Yield
Multiplier for that year shall be 100% plus one half (1/2) of the
30-year treasury bond yield in effect on October 1st, but not less than
102% nor more than 105%; and
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(iii) notwithstanding the foregoing, a Participant who terminates
employment before completing the first five years of the Initial
Ten-Year Period after a Change of Control under the circumstances
specified in subsection 3.4(a)(iii) shall not have any Yield
Multiplier.
For purposes of this Section 3.3(c), the "Yield Enhancement" will be an amount
sufficient to raise the Yield Multiplier to the lower of 108% or 103% plus the
applicable 30-year treasury bond yield."
In other respects, the Plan shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
effective as of the date first written above.
ADVEST, INC.
By: /s/ Allen Weintraub
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Allen Weintraub
Chairman and Chief
Executive Officer
