Exhibit 10-45
AMENDMENT NO. 5
to
THE ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN
of
NEW YORK STATE ELECTRIC & GAS CORPORATION
The Annual Executive Incentive Compensation Plan of New York
State Electric & Gas Corporation (the "Plan") is hereby amended,
effective as of October 13, 1995, as follows:
1. Article IV is hereby amended by deleting "based solely on
corporate achievement" from the sentence.
2. Article V, Section A, is hereby amended to read in its
entirety as follows:
A. The performance measures and goals are identical to
the performance measures and goals for the 1995
Performance Plus Program for salaried employees. The
level of contribution of each measure to the
incentive award for each of the four groups set
forth in Article III, however, is different and is
outlined in Article VII. There are two measures of
performance criteria:
i) Threshold Measure - An incentive award is based on
the cumulative performance of four performance
measures.
ii) Variable Measure - This is a performance measure
that can increase or decrease the amount of the
incentive award to the extent to which the
shareholder performance goal is achieved or not
achieved.
3. Article VII is hereby amended to read in its entirety as
follows:
Each of the four groups set forth in Article III will
have the following incentive award ranges:
Incentive Award as a percent of salary grade midpoint
At At
Threshold Target
Performance Performance
Group I 7.5% 15%
Group II 6.25% 12.5%
Group III 5% 10%
Group IV 3.75% 7.5%
There are four separate performance measures which
provide opportunities for an incentive award. An
incentive award is based on the cumulative performance
of these measures and can be earned even if all of the
performance measures are not met. The formula for
determining incentive awards is set forth in Table 1.
If all four of the performance measures are met and the
shareholder performance measure is between 100% and 109%
inclusive, then the participants will receive the awards
set forth above under the heading "At Threshold
Performance".
If the shareholder performance measure is at 120% or
greater and the three other performance measures are
met, the participants will receive the awards set forth
above under the heading "At Target Performance". If the
shareholder performance measure is less than 120% but at
least 80%, a prorated incentive award can still be
earned based on the cumulative performance of the four
performance measures.
If the calculation of the award is zero or a negative
number no award will be granted and no reduction will be
made in base salary.
For 1995 the contributions to payout will be calculated
pursuant to Table 1.
4. The first paragraph of Article VIII is hereby amended to
read as follows:
At the conclusion of each performance period a
determination will be made by the Committee whether the
goals have been achieved, the extent to which they have
been achieved and the amount of any incentive award. The
Committee's determination will be submitted to the Board
of Directors for approval. Final determination of
incentive awards by the Board of Directors will be made
not later than the end of February following the end of
each performance period. Distribution of incentive
awards will be made as soon thereafter as practical.
TABLE 1
THE ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
For 1995, the performance measures and goals are identical to the
performance measures and goals for the 1995 Performance Plus
Program for salaried employees. The contribution of each measure
to the incentive award, however, is different and is calculated
as follows:
Threshold Measure
Performance Measures Contributions to Payout
Total Shareholder Return
Group I +/- 2.8%
Group II +/- 2.3%
Group III +/- 1.9%
Group IV +/- 1.4%
Customer Service
Group I +/- 1.9%
Group II +/- 1.6%
Group III +/- 1.25%
Group IV +/- .95%
Electric Retail Sales and Natural
Gas Deliveries
Group I +/- .9%
Group II +/- .75%
Group III +/- .6%
Group IV +/- .45%
Total Controllable Expenditures
Group I +/- 1.9%
Group II +/- 1.6%
Group III +/- 1.25%
Group IV +/- .95%
An awards payout percentage will be calculated by first taking
the sum of the four Performance Measures in the table.
Contributions to Payout can be either positive or negative
depending on whether the particular goal was achieved or not
achieved.
- 2 -
Shareholder Measure:
100% or greater - Achieved
Less than 100% - Not Achieved
Customer Service Measure:
100 or more - Achieved
Less than 100 - Not Achieved
Sales Measure:
Both electric and gas goals met or exceeded - Achieved
Either electric or gas goal not met - Not Achieved
Expenditure Measure:
At or below expenditure goal - Achieved
Exceeded expenditure goal - Not Achieved
Variable Measure
Payouts percentages are then calculated by multiplying the sum of
the four performance measures for each group determined under the
Threshold Measure by the following factors as determined by the
extent to which the Shareholder Measure exceeded or fell below
100%.
Shareholder Measure:
120% or more 2x
110% - 119% 1.5x
100% - 109% 1x
90% - 99% 1x
80% - 89% .5x
Less than 80% 0
For all determinations of the Shareholder Measure, if the
Shareholder Measure is not a whole percentage, it will be rounded
down to the nearest whole percentage. Calculations of the awards
payout percent will be rounded to the nearest 100th of a percent.
Awards Calculation
The awards payout percentage will be calculated by taking the sum
of the four performance measures for each group determined under
the Threshold Measure and then multiplying by the factor
established under the Variable Measure.
Awards will then be calculated by multiplying the awards payout
percentage by the salary grade midpoint for each employee.