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                                                                   EXHIBIT 10(d)


                              FIRST AMENDMENT TO
                          REPUBLIC GROUP INCORPORATED
                    NON-EMPLOYEE DIRECTOR STOCK OPTION 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
Non-Employee Director Stock Option Plan (the "Plan"), as amended and restated
effective August 16, 1996; and


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


     NOW, THEREFORE, pursuant to Section 8 of the Plan, the following Amendment
is hereby made and shall be effective as specifically stated herein.

     Effective June 15, 2000, Section 6 of the Plan shall be revised to
hereinafter be and read as follows:


          "Section 6.  Change in Control.  Notwithstanding any other provision
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     of the Plan, in the event of a change in control, all outstanding stock
     options shall become fully exercisable. For purposes of this Section 6, 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 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)

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          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)  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."

     IN WITNESS WHEREOF, this instrument was executed on this the 6th day
of June, 2000.

                                         EMPLOYER:

                                         REPUBLIC GROUP INCORPORATED



                                         By:  /s/ Phil Simpson
                                             --------------------------------

                                         Name:  Phil Simpson

                                         Its:   Chairman of the Board

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