<PAGE>
                                                              Exhibit 10(b)
                                        
                                        As adopted by the Board of
                                        Directors of The Advest Group,
                                        Inc. on September 26, 1996

                            FIRST AMENDMENT TO
                         THE NON-EMPLOYEE DIRECTOR
                             STOCK OPTION PLAN
                                     
                    Effective as of September 26, 1996
                                     
    The Advest Group, Inc. 1994 Non-Employee Director Stock Option Plan
(the "Plan") is hereby amended, effective for all grants after the date
hereof,  to substitute "2,500 Shares" for "1,500 Shares" in each place
where it appears.

    In other respects, the Plan will continue in full force and effect.
                                     
                                     
                                     
                                     
                                     
                                        As adopted by the Board of
                                        Directors of The Advest Group, Inc.
                                        on March 13, 1997
                                        
                            SECOND AMENDMENT TO
                         THE NON-EMPLOYEE DIRECTOR
                             STOCK OPTION PLAN
                                     
                      Effective as of March 13, 1997
                                     
     Section 3 of The Advest Group, Inc. 1994 Non-Employee Director Stock
Option Plan (the "Plan") is hereby amended by deleting the first sentence
thereof and substituting the following: "100,000 in the aggregate of the
authorized but unissued shares of the Company's common stock, $.01 par
value per share (the "Shares") and/or treasury shares shall be reserved for
the issuance upon the exercise of Options; provided, that no more than
50,000 of such shares will be authorized but unissued shares of the
Company's common stock, and the remainder will be treasury shares."

    In other respects, the Plan will continue in full force and effect.
                                     
                                     
                                     
                                     
                                     
                                   -73-
                                     
<PAGE>

                                        As adopted by the Board of
                                        Directors of The Advest Group,
                                        Inc. on November 20, 1997

                            THIRD AMENDMENT TO
                         THE NON-EMPLOYEE DIRECTOR
                             STOCK OPTION PLAN
                                     
                     Effective as of November 20, 1997
                                     
                                     
     Section 11(b) of The Advest Group, Inc. 1994 Non-Employee Director
Stock Option Plan (the "Plan") is hereby amended by inserting the phrase
"or other Departures" after "Disability or Death" in the heading of that
Section.

     Section 11(b)  is further amended by inserting the following
additional sentence at the end thereof: "If a Participant's service as
Director is terminated for any other reason, other than voluntary
resignation or failure to stand for reelection, any outstanding options
shall immediately become exercisable and the Participant shall have the
right to exercise any outstanding Option for a three month period following
the termination of the Participant's service.

    In other respects, the Plan will continue in full force and effect.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                   -74-