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EXHIBIT 10(e)
1994 HOUSTON INDUSTRIES INCORPORATED
LONG-TERM INCENTIVE COMPENSATION PLAN
First Amendment
Houston Industries Incorporated, a Texas corporation (the
"Company"), having established the 1994 Houston Industries Incorporated
Long-Term Incentive Compensation Plan, effective January 1, 1994 (the "Plan"),
and having reserved the right under Section 12.1 thereof to amend the Plan,
does hereby amend the Plan, as follows:
1. Section 2.1(c) of the Plan is hereby amended in its
entirety to read as follows:
"(c) 'Committee' means the Compensation Committee or such
other committee appointed by the Board to administer this Plan
pursuant to Article XI."
2. The first two sentences of Section 3.2 of the Plan
are hereby amended to read as follows:
"The aggregate number of shares of Common Stock which may be
issued under this Plan shall not exceed Eight Million (8,000,000)
shares, subject to adjustment as hereinafter provided. All or any
part of such Eight Million shares may be issued pursuant to Stock
Awards."
3. Section 3.2 of the Plan is hereby amended by adding
the following paragraph to the end thereof:
"Notwithstanding anything herein to the contrary, no Key
Employee may be granted, during any calendar year, (i) Options
(including Stock Appreciation Rights) covering, in the aggregate, more
than 50,000 shares of Common Stock authorized under the Plan or (ii)
Restricted Stock Awards (including 'opportunity shares') covering, in
the aggregate, more than 50,000 shares of Common Stock authorized
under the Plan, in each case subject to adjustment in the same manner
provided in Section 13.3."
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4. The last sentence of Section 5.1(a) of the Plan is
hereby amended to read as follows:
"Restricted Stock Awards and the allocation of 'opportunity
shares' related to such Restricted Stock Awards shall be made not
later than 90 days following the commencement of a Performance Cycle;
provided, however, the Committee shall retain discretion to name as a
Key Employee to whom a Stock Incentive shall be granted an Employee
hired or promoted after the commencement of the Performance Cycle."
5. Section 5.2 of the Plan is hereby amended in its
entirety to read as follows:
"5.2 Performance Objectives: Each Restricted Stock Award
shall be subject to the achievement of Performance Objectives by the
Company during the Performance Cycle with respect to which the
Restricted Stock Award is made. The Committee shall specify in
writing the Performance Objectives which are to apply for that
Performance Cycle prior to the earlier of (i) 90 days after the
commencement of the Performance Cycle or (ii) the elapse of 25% of the
Performance Cycle, and in any event, while the outcome is
substantially uncertain. Performance Objectives may vary among Key
Employees and from Performance Cycle to Performance Cycle; provided,
however, that the Performance Objectives established in connection
with a Restricted Stock Award made after May 9, 1997, shall be based
upon targets established by the Committee with respect to one or more
of the following financial factors: earnings per share growth, total
return ranking among S&P 500 Electric Utilities Panel, and cash return
on capitalization ranking among S&P 500 Electric Utilities Panel. The
degree to which the Company achieves such Performance Objectives shall
serve as the basis for the Committee's determination of the portion of
a Key Employee's Restricted Stock Award which shall become vested by
reason of the lapse of the restrictions set forth in Article VI and
the number of 'opportunity shares,' if any, which shall be awarded.
The Committee will certify in writing, prior to
payment of the Restricted Stock Awards, that the applicable
Performance Objectives and any other material terms were satisfied.
The Committee in its sole discretion may decrease a Restricted Stock
Award, but in no event shall the Committee have discretion to increase
a Restricted Stock Award in a manner such that the exception for
qualified performance-based compensation under Code Section 162(m).
In interpreting Plan provisions applicable to Performance Objectives
and Restricted Stock Awards, it is the intent of the Plan to conform
with the standards of Code Section 162(m) applicable to qualified
performance-based compensation, and the Committee in establishing such
goals and interpreting the Plan shall be guided by such provisions."
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6. The first sentence of Section 11.1 of the Plan is
hereby amended to read as follows and the second sentence of such Section is
deleted:
"This Plan shall be administered solely by the Compensation
Committee of the Board of Directors or such other committee of the
Board as the Board shall designate to administer the Plan."
IN WITNESS WHEREOF, the Company has caused these presents to
be executed by its duly authorized officers, the 5th day of June, 1997, but
effective as of May 9, 1997.
HOUSTON INDUSTRIES INCORPORATED
By /s/ R. S. LETBETTER
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R. S. Letbetter
President and Chief Operating Officer
ATTEST:
/s/ R. B. DAUPHIN
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Richard B. Dauphin
Assistant Corporate Secretary
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