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Exhibit 10.1(d)
LONE STAR TECHNOLOGIES, INC.
AMENDMENT TO THE
1985 LONG-TERM INCENTIVE PLAN (THE "PLAN")
APPROVED BY THE BOARD OF DIRECTORS ON MARCH 21, 2000
AND SHAREHOLDERS ON MAY 9, 2000
Section 13 of the Plan is amended to read in its entirety as follows:
"SECTION 13. TRANSFERABILITY. Awards hereunder are not transferable
except by will or the laws of descent, provided, however, that non-qualified
stock Options may be transferred as a gift by a participant or non-executive
director to that participant's or non-executive director's family member. For
purposes of this Section, "family member" includes any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse or
sibling, including adoptive relationships, a trust in which these persons
have one hundred percent of the beneficial interest, a foundation in which
these persons (or the participant or non-executive director) control the
management of assets, and any other entity in which these persons (or the
participant or non-executive director) own one hundred percent of the voting
interests. With respect to any Option transferred to a family member, all
references in this Plan to a participant or non-executive director shall
continue to mean the original holder of the Option except that the family
member transferee shall be entitled to exercise the Option and be issued
shares upon such exercise upon the same terms and conditions as such original
holder, including without limitation the right to exercise the Option during
the applicable period of time following the original holder's cessation or
termination of employment, Retirement or death. Except as set forth in the
preceding provisions of this Section 13, Options and stock appreciation
rights may be exercised during the lifetime of the participant or
non-executive director only by the participant or non-executive director and
after the death of such person, only as provided in Section 10."
