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Exhibit 10(a)




Amendment to Long-Term Incentive Compensation Plan



Section 12 is amended in its entirety effective August 1, 2005 to read as follows:




	12.	 	Nontransferability of Rights. Unless the Committee provides otherwise, (i) no
rights under any Award will be assignable or transferable and no Participant or Beneficiary
will have any power to anticipate, alienate, dispose of, pledge or encumber any rights under
any Award, and (ii) the rights and the benefits of any Award may be exercised and received
during the lifetime of the Participant only by the Participant or by the Participant’s legal
representative. The Participant may, by completing and signing a written beneficiary
designation form which is delivered to and accepted by the Company, designate a beneficiary to
receive any payment and/or exercise any rights with respect to outstanding Awards upon the
Participant’s death. If at the time of the Participant’s death there is not on file a fully
effective beneficiary designation form, or if the designated beneficiary did not survive the
Participant, the person or persons surviving at the time of the Participant’s death in the
first of the following classes of beneficiaries in which there is a survivor, shall have the
right to receive any payment and/or exercise any rights with respect to outstanding Awards:






	(a)	 	Participant’s surviving spouse.
	 
	(b)	 	Participant’s surviving same-sex spouse.
	 
	(c)	 	Participant’s surviving domestic partner.
	 
	(d)	 	Equally to the Participant’s children, except that if any of the
Participant’s children predeceases the Participant but leave descendants
surviving, such descendants shall take by right of representation the share their
parent would have taken if living.
	 
	(e)	 	Participant’s surviving parents equally.
	 
	(f)	 	Participant’s surviving brothers and sisters equally.
	 
	(g)	 	Participant’s estate.






	 	 	If a person in the class surviving dies before receiving any payment and/or exercising any
rights with respect to outstanding Awards (or the person’s share of any payment and/or
rights in case of more than one person in the class), that person’s right to receive any
payment and/or exercise any rights with respect to outstanding Awards will lapse and the
determination of who will be entitled to receive any payment and/or exercise any rights
with respect to outstanding Awards will be determined as if that person predeceased the
Participant.




 






 








For all purposes under this Plan, the following terms have the meanings assigned to them
below:




	(1)	 	The term “spouse” means a person of the opposite gender from
the Participant who is legally married to the Participant at the relevant time
under the laws of the state in which they reside and who satisfies the
requirements under 1 U.S. Code Section 7 for being treated as a spouse for
purposes of federal law.
	 
	(2)	 	The term “same-sex spouse” means a person of the same gender
as the Participant who at the relevant time either (i) is recognized as being
legally married to the Participant under the laws of the state or country in
which the relationship was created, or (ii) is a person who has joined with
the Participant in a civil union that is recognized as creating some or all of
the rights of marriage under the laws of the state or country in which the
relationship was created.
	 
	(3)	 	The term “domestic partner” means a person who is not the
spouse or same-sex spouse of the Participant as defined in subsections (1) and
(2) above, but who at the relevant time is the Participant’s significant other
(together referred to as “partners”) with whom the Participant lives and shares financial responsibility. A domestic partner may be the same gender or
opposite gender. A person will be considered a domestic partner of the
Participant if the Participant or other person can provide a domestic
partnership certificate to the Company from a city, county or state which
offers the ability to register a domestic partnership. If the Participant and
domestic partner reside in an area where such a certificate is not available,
a person will not be considered a domestic partner unless the Participant
and/or domestic partner provides sufficient evidence to the Company that all
of the following requirements are satisfied:






	(a)	 	The partners have had a single, dedicated
relationship for at least six months and intend to remain in the
relationship indefinitely.
	 
	(b)	 	The partners share the same permanent residence and
have done so for at least six months.
	 
	(c)	 	The partners are not related by blood or a degree of
closeness which would prohibit marriage under the law of the state in
which they reside.
	 
	(d)	 	Neither partner is married to another person under
either statutory or common law, and neither has a same-sex spouse or is a
member of another domestic partnership.
	 
	(e)	 	Each partner is mentally competent to consent or
contract.




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	(f)	 	Both partners are at least 18 years of age.
	 
	(g)	 	The partners are financially interdependent, are
jointly responsible for each other’s basic living expenses, and are able
to provide documents proving at least three of the following situations to
demonstrate such financial interdependence:






	(1)	 	Joint ownership of real property or a
common leasehold interest in real property.
	 
	(2)	 	Common ownership of an automobile.
	 
	(3)	 	Joint bank or credit accounts.
	 
	(4)	 	A will which designates the other as
primary beneficiary.
	 
	(5)	 	A beneficiary designation form for a
retirement plan or life insurance policy signed and completed to the
effect that one partner is a beneficiary of the other.
	 
	(6)	 	Designation of one partner as holding
power of attorney for health care needs of the other.






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