Exhibit 10(j)-1


 


Amendment
to 2005 ESPP SERP


 


 


Re: 
Eligibility, Benefits in 2006


 


 


WHEREAS, this Committee has the authority to
amend the 2005 ESPP SERP and desires to do so with respect to eligibility and
benefits for the 2006 calendar year;


 


NOW, THEREFORE, the 2005 ESPP SERP is hereby
amended effective January 1, 2006 as follows:


 


1.                                       Article II
(b) (Eligible Employee) is amended to add the following as eligible
employees:


 


An officer of the rank of Senior Vice
President or higher at Winthrop Resources Corporation who was eligible for the
Winthrop Deferred Compensation Plan before it was discontinued effective January 1,
2005.


 


2.                                       Article II
(Definitions) (g) (“Covered Compensation”) shall be amended to read as
follows:


 


Covered
Compensation. 
“Covered Compensation” is any «Basic Compensation» as defined in the
ESPP Plan including such Compensation in excess of the limit on Basic
Compensation under IRC § 401(a)(17) earned by an Eligible Employee in any
Plan Year, and also including any amounts which would have been Basic
Compensation (disregarding any limit on Basic Compensation under IRC § 401(a)(17)
in such Plan Year) except that such Employee authorized the Employer before the
beginning of the Plan Year in which such Compensation was earned (or in the case
of an Annual Bonus, as defined under IRC § 409A and the regulations
thereunder, six months prior to the end of the performance period) to defer
such amounts which would otherwise be deferred under the ESPP Plan to this
Plan.


 


3.                                       Article III
Supplemental Benefits Related to the ESPP Plan.


 


(a)                                  SERP Employee
Contributions shall be amended to read as follows:


 


(a)                                  SERP
Employee Contributions.


 


An Eligible Employee who elects to
participate in this Plan for the Plan Year will contribute to this Plan amounts
that exceed limitations on such 


 


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Employee’s contributions to the ESPP Plan
imposed by IRC §§ 401(a)(17), 401(k)(3) and, 401(m)(2) (the “IRC
Limitations”) provided that:


 


(i)                                     Prior to the
beginning of each Plan Year, an Eligible Employee who elects to participate in
this Plan for the Plan Year authorizes the Employer to contribute the amount by
which such Employee’s salary and/or Commission deferral contribution under the
ESPP Plan is limited by the IRC Limitations to this Plan as the Employee’s SERP
Employee Contributions for the Plan Year.


 


(ii)                                  Prior to June 30
of each Plan Year, an Eligible Employee who elects to participate in this Plan
for the Plan Year authorizes the Employer to contribute the amount by which
such Employee’s Annual Bonus contribution under the ESPP Plan is limited by the
IRC Limitations to this Plan as the Employee’s SERP Employee Contributions for
the Plan Year.


 


Any election by an Eligible Employee of SERP
Employee Contributions pursuant to this section (a) shall be in
writing, shall be made prior to the beginning of the Plan Year in which the
services are performed (or with respect to the Annual Bonus, the date the
election is required under paragraph (ii), above), shall be irrevocable when
received by the Employer, and shall be applicable to all Covered Compensation
earned during such Plan Year.  Employees
who become Eligible Employees after the beginning of the Plan Year must elect
to participate in this Plan within thirty (30) days after becoming Eligible
Employees provided such election only applies to salary and/or Commissions
earned after the election is received by the Employer.  For purposes of the Annual Bonus, such
election only applies to total bonus compensation for the performance period
for such Bonus, multiplied by the ratio of the number of days remaining in the
performance period after the election is made over the total number of days in
the performance period.


 


Plan Year 2006.  For the Plan Year 2006, the following special
rules shall apply:


 


For Eligible Employees electing to
participate before the beginning of the Plan Year, their salary and/or
commission deferral contribution to the ESPP Plan shall be deemed to be 6%
times their Covered Compensation in the form of salary or commissions earned
during that Plan Year, the IRC Limitation under IRC § 401(k)(3) shall
be deemed to be 1% of Basic Compensation (as defined in the ESPP Plan) and the
IRC Limitation under IRC § 401(m)(3) shall be deemed to be the
Employer Matching Contributions due with respect to such 1% of Basic
Compensation.


 


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For purposes of this Article, “Annual Bonus”
is an annual cash bonus that meets the requirements of performance-based
compensation under IRC § 409A and the regulations thereunder, if any,
which is earned during one calendar year and payable after the end of that year
to an Eligible Employee under the Company’s annual bonus program(s).


 


For purposes of this Article, “Commissions”
are amounts earned by Eligible Employees and credited to them as “commissions”
by their Employer in connection with products or services they have sold.  Commissions includes any draw paid as an
advance against Commissions.


 


(b)                                 Employer Matching
Contributions.  The following
sentence is added at the end thereof:


 


For purposes of determining the amount of
Employer Matching Contributions, no more than $250,000 of an Eligible Employee’s
Commissions earned during the Plan Year shall be counted.


 


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