SECOND AMENDMENT TO THE
SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT
THIS SECOND AMENDMENT TO THE SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT
is effective the 7th day of December, 1998, by and between Public Service
Company of New Mexico, a New Mexico corporation ("PNM" or the "Company") and Xxx
Xxxxxx ("Xxxxxx").
WHEREAS, PNM and Maerki entered into a Supplemental Employee Retirement
Agreement ("SERP") effective August 4, 1989, and entered into a First Amendment
to the SERP on August 10, 1998;
WHEREAS, paragraph 9 of the SERP permits it to be amended by mutual
consent.
WHEREAS, on December 7, 1998, the Compensation and Human Resources
Committee of the PNM Board of Directors approved certain benefits upon a Change
in Control (as defined in the First Restated and Amended Executive Retention
Plan) and authorized certain amendments to affected plans, including this SERP;
and
WHEREAS, the Company desires to amend this SERP to incorporate the
approved Change in Control benefits to provide full and sufficient funding of
the Public Service Company of New Mexico and Paragon Resources, Inc. Deferred
Compensation Trust Agreement (the "Rabbi Trust") for any obligations or benefits
accrued as of the date of the occurrence of a Change in Control.
NOW, THEREFORE, PNM and Maerki do hereby amend the SERP by this Second
Amendment as follows:
ITEM 1. Paragraph 7, No Trust, is hereby amended to add a new last
paragraph, as follows:
Notwithstanding the above, upon a Change in Control as defined in the
First Restated and Amended Executive Retention Plan effective December
7, 1998 and incorporated herein by reference, the Company shall
sufficiently fund the Public Service Company of New Mexico and Paragon
Resources, Inc. Deferred Compensation Trust Agreement (the "Rabbi
Trust") to provide in full for any benefits accrued under this
Agreement as of the date of the occurrence of the Change in Control.
ITEM 2. Except as herein above amended, PNM and Maerki hereby readopt
and redeclare each and every provision of the SERP.
IN WITNESS WHEREOF, the parties hereto, personally or by their
authorized representatives, have signed this Second Amendment to the SERP
effective as of the date specified herein and by execution of this amendment
hereby declare that this amendment fully and accurately represents all the
supplemental retirement benefits agreed upon by PNM and Maerki.
PUBLIC SERVICE COMPANY OF NEW MEXICO
Date:_________________ By_________________________________________
XXXXXXXX X. XXXXXXX
President and Chief Executive Officer
Date:_________________ _________________________________________
Xxx X. Xxxxxx
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