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Exhibit 10(b)




Amendments to Deferred Compensation Plan





	1.	 	Subsection (D) of Section 8 is amended in its entirety effective August 1, 2005 to read as follows:






	 	(D)	 	Upon Death. If a Participant dies before receiving all payments under the
Plan, payment of the balance in the Participant’s Deferral Accounts shall be made to
the Participant’s designated beneficiary in the forms of distribution elected by the
Participant on the Participant’s Deferral Elections as soon as practicable after the
March 1 following the date of the Participant’s death. To be valid, a beneficiary
designation must be in writing and the written designation must have been delivered to
and accepted by the Plan Administrator prior to the Participant’s death.
	 
	 	 	 	If at the time of the Participant’s death the Company is not in possession of a
fully effective beneficiary designation form, or if the designated beneficiary does
not survive the Participant, the Participant’s beneficiary shall be the person or
persons surviving the Participant in the first of the following classes in which
there is a survivor. If a person in the class surviving dies before receiving the
balance of the Participant’s Deferral Accounts (or the person’s share of such
Participant’s Deferral Account balance in the case of more than one person in the
class), that person’s right to receive the Participant’s Deferral Account balance
will lapse and the determination of who will be entitled to receive the Participant’s
Deferral Account balance will be made as if that person predeceased the Participant.






	 	(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.




 






 










	2.	 	Section 8 is amended effective August 1, 2005 by adding a new subsection (I) to the end
thereof, to read as follows:






	 	(I)	 	Definitions Relating to Marital Status. 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.




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	 	(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.
	 
	 	(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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