Exhibit 10(c)

                Stock Option Plan Amendment No. 1


Effective December 12, 2005, paragraph 6(a) of the Corporation's
2001 Stock Option Plan is amended in its entirety to read as
follows:

     (a)  The Option exercise price per share or shares of Stock
subject to each Option shall be determined by the Committee and
stated in the Agreement; PROVIDED, HOWEVER, that, subject to
paragraph (h)(iii) and/or (j) of this Section 6, if applicable,
such price shall not be less than one hundred percent (100%) of
the Fair Market Value of a share of Stock at the time that the
Option is granted.