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                                                                   EXHIBIT 10(b)


                              SECOND AMENDMENT TO
                          REPUBLIC GROUP INCORPORATED
                         1989 LONG TERM INCENTIVE PLAN

          This Amendment is hereby adopted by Republic Group Incorporated (the
"Corporation"), a Delaware corporation having its principal office in
Hutchinson, Kansas.
                                    RECITALS

          WHEREAS, the Corporation previously adopted the Republic Group
Incorporated 1989 Long Term Incentive Plan (the "Plan"), as restated and amended
effective August 16, 1996; and

          WHEREAS, the Corporation desires to amend the definition of "change in
control" in the Plan; and

          NOW, THEREFORE, pursuant to paragraph 13 of the Plan, the following
Amendment is hereby made and shall be effective as specifically stated herein.

          Effective June 15, 2000, Paragraph 11 of Article I the Plan shall be
revised to hereinafter be and read as follows:

               "11.  Change in Control.  Notwithstanding any other provision of
                     -----------------
          the 1989 Plan, in the event of a change in control, unless otherwise
          provided for in the agreement with the Participant contemplated by
          paragraph 12 of this Article at the time of execution and delivery
          thereof or by an amendment to such agreement agreed to in writing by
          the Participant, (i) all outstanding Stock Options which have been
          outstanding for at least six months, with or without tandem Stock
          appreciation Rights, and Restricted Stock, and (ii) effective for all
          awards made under the 1989 Plan on or after August 16, 1996, all
          outstanding Stock Options, with or without Stock Appreciation Rights,
          and Restricted Stock, will automatically become fully exercisable
          and/or vested, and Performance Units may be paid out in such manner
          and amounts as determined by the Board. For purposes of this paragraph
          11, the term "change in control" means a change in the beneficial
          ownership of the Company's voting stock or a change in the composition
          of the Board which occurs as follows:

               (a)   any "person" (as such term is used in Sections 13(d) and
                     14(d)(2) of the Securities Exchange Act of 1934), other
                     than the Company, an executive officer of the Company or
                     his Affiliates, any employee benefit plan of the Company,
                     or any trustee of such a plan, is or becomes a beneficial
                     owner, directly or indirectly, of stock of the Company
                     representing thirty-five percent (35%) or
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                     more of the total voting power of the Company'' then
                     outstanding voting stock. "Affiliates" refers to those
                     persons defined in Rule 12b-2 under the Securities Exchange
                     Act of 1934, as amended;

               (b)   a tender offer (for which a filing has been made with the
                     Securities and Exchange Commission ("SEC") which purports
                     to comply with the requirements of Section 14(d) of the
                     Securities Exchange Act of 1934 and the corresponding SEC
                     rules) is made for the stock of the Company, which has not
                     been negotiated and approved by the Board, provided that in
                     the case of a tender offer described in this paragraph
                     (ii), the Change in Control will be deemed to have occurred
                     upon the first to occur of (a) any time during the offer
                     when the person (using the definition in (i) above) making
                     the offer owns or has accepted for payment stock of the
                     Company with thirty-five percent (35%) of the total voting
                     power of the Company's stock or (b) three (3) business days
                     before the offer is to terminate unless the offer is
                     withdrawn first, if the person making the offer could own,
                     by the terms of the offer plus any shares owned by this
                     person, stock with thirty-five percent (35%) or more of the
                     total voting power of the Company's stock when the offer
                     terminates;

               (c)   individuals who were the board's nominees for election as
                     directors of the Company immediately prior to a meeting of
                     the stockholders of the Company involving a contest for the
                     election of directors shall not constitute a majority of
                     the Board following the election;

               (d)   there occurs a reorganization, merger or consolidation or
                     other corporate transaction involving the Company (a
                     "Transaction"), with respect to which the stockholders of
                     the Company immediately prior to such Transaction do not,
                     immediately after the Transaction, own more than fifty
                     percent (50%) of the combined voting power of the Company
                     or other corporation resulting from such Transaction; or

               (e)   all or substantially all of the assets of the Company are
                     sold, liquidated or distributed.

          For purposes hereof, a person will be deemed to be the beneficial
          owner of any voting securities of the Company which it would be
          considered to own beneficially under SEC Rule 13d-3 (or any similar or
          superseding statute or rule) from time to time in effect."

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          IN WITNESS WHEREOF, this instrument was executed on this the 22nd
day of June, 2000.

                                         EMPLOYER:

                                         REPUBLIC GROUP INCORPORATED


                                         By: /s/ PHIL SIMPSON
                                            ----------------------------------

                                         Name:   Phil Simpson
                                              --------------------------------

                                         Its:    Chairman of the Board
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