EXHIBIT 10-41
AMENDMENT NO. 4
to
THE PERFORMANCE SHARE PLAN
of
NEW YORK STATE ELECTRIC & GAS CORPORATION
The Performance Share Plan of New York State
Electric & Gas Corporation (the "Plan") is hereby amend-
ed, effective as of January 7, 1994, as follows:
1. The following new Articles 13 and 14 are
added to the Plan:
13. Payments and Forfeitures upon and after a Change in
Control
A. Calculation of Payments. Notwithstanding
any other provisions of this Plan (including, without
limitation, Section 11(E) hereof), if a Change in Control
(as defined in Section C of this Article 13) shall occur
prior to June 30, 2001, the following shall be paid, in
cash, no later than the tenth (10th) day following such
Change in Control:
(i) amounts equal to the fair market value of all
Performance Shares and Dividend Performance Shares
which have already been determined to be payable
pursuant to Article 6 hereof, based on the Company's
Average Ranking for any completed fiscal year of the
Company which preceded the Change in Control, which
amounts have not yet been paid (or deferred pursuant
to procedures established in accordance with Section
11(E) hereof),
(ii) if, at the time of the Change in Control, the
Committee has not yet determined the Company's
Average Ranking with respect to the fiscal year of
the Company immediately preceding the fiscal year in
which the Change in Control occurs, amounts equal to
the fair market value of all Performance Shares and
Dividend Performance Shares determined by the Com-
mittee to be payable, based on its calculation (in
accordance with the provisions of the preceding
Articles hereof) of the Company's Average Ranking
with respect to the Company's fiscal year which
immediately precedes the fiscal year in which the
Change in Control occurs, and
(iii) amounts equal to the fair market value of all
Performance Shares and Dividend Performance Shares
which might otherwise subsequently be determined by
the Committee to be payable immediately after the
fiscal year in which the Change in Control occurs;
provided, however, that the calculation with respect
to such year shall be based on the Company's Average
Ranking for the immediately preceding fiscal year,
using the Company's shareholder return for the
twelve calendar month period that ends with the
month that immediately precedes the month in which
the Change in Control occurs as the Total Sharehold-
er Return and comparing such Total Shareholder
Return to the annual shareholder return for such
immediately preceding fiscal year of the utilities
selected pursuant to Article 6 hereof.
B. Forfeitures After a Change in Control.
Notwithstanding any other provision of this Plan (includ-
ing, without limitation, Article 12 hereof), immediately
after the payments described in Section A of this Article
13 have been made, all Performance Shares and Dividend
Performance Shares then outstanding shall be forfeited to
the Company and cancelled and the Plan shall be terminat-
ed on that date.
C. Definition of a Change in Control. A
"Change in Control" shall be deemed to have occurred if
the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(i) any Person (as defined in this Section C) is or
becomes the Beneficial Owner (as defined in this
Section C), directly or indirectly, of securities of
the Company (not including in the securities bene-
ficially owned by such Person any securities ac-
quired directly from the Company or its affiliates)
representing 25% or more of the combined voting
power of the Company's then outstanding securities;
or
(ii) during any period of two consecutive years
(not including any period prior to January 7, 1994),
individuals who at the beginning of such period con-
stitute the Board of Directors and any new director
(other than a director designated by a Person who
has entered into an agreement with the Company to
effect a transaction described in paragraph (i),
(iii) or (iv) of this Change in Control definition)
whose election by the Board of Directors or nomina-
tion for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were
directors at the beginning of the period or whose
election or nomination for election was previously
so approved, cease for any reason to constitute a
majority thereof; or
(iii) the shareholders of the Company approve a
merger or consolidation of the Company with any
other corporation, other than (x) a merger or con-
solidation which would result in the voting securi-
ties of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting secu-
rities of the surviving entity), in combination with
the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company, at least 75% of the combined voting
power of the voting securities of the Company or
such surviving entity outstanding immediately after
such merger or consolidation, or (y) a merger or
consolidation effected to implement a recapitaliza-
tion of the Company (or similar transaction) in
which no Person acquires more than 50% of the com-
bined voting power of the Company's then outstanding
securities; or
(iv) the shareholders of the Company approve a plan
of complete liquidation of the Company or an agree-
ment for the sale or disposition by the Company of
all or substantially all the Company's assets.
For purposes of the definition of Change in
Control in this Section C:
"Beneficial Owner" shall have the meaning de-
fined in Rule 13d-3 under the Exchange Act.
"Exchange Act" shall mean the Securities Ex-
change Act of 1934, as amended from time to
time.
"Person" shall have the meaning given in Sec-
tion 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include (i) the
Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities
under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwrit-
er temporarily holding securities pursuant to
an offering of such securities, or (iv) a cor-
poration owned, directly or indirectly, by the
stockholders of the Company in substantially
the same proportions as their ownership of
stock of the Company.
14. Plan Administration After a Change in Control
Notwithstanding any other provisions of the
Plan (including, without limitation, Articles 2 and 10
hereof), upon and after the occurrence of a Change in
Control, neither the Board of Directors nor the Committee
shall be authorized to, and no termination, suspension,
modification or amendment of the Plan shall be permitted
to, amend or modify the terms and provisions (including,
without limitation, the payment provisions) of any awards
theretofore made to participants in any way which ad-
versely affects the rights of such participants.