SECOND AMENDMENT TO THE
PENSION SERVICE ADJUSTMENT AGREEMENT
FOR XXXXXXXX X. XXXXXXX
THIS SECOND AMENDMENT TO THE PENSION SERVICE ADJUSTMENT 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 XXXXXXXX X.
XXXXXXX ("Xxxxxxx").
WHEREAS, PNM and Xxxxxxx entered into a Pension Service Adjustment
Agreement ("Agreement") effective November 15, 1993, and entered into a First
Amendment to the Agreement on June 9, 1998;
WHEREAS, paragraph 9 of the Agreement 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
Agreement; and
WHEREAS, the Company desires to amend this Agreement 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 the Change in Control.
NOW, THEREFORE, PNM and Xxxxxxx do hereby amend the Agreement by this
Second Amendment as follows:
ITEM 1. Paragraph 7, Source of Payments of Benefits, 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 Xxxxxxx hereby readopt
and redeclare each and every provision of the Agreement, as amended.
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IN WITNESS WHEREOF, the parties hereto, personally or by their
authorized representatives, have signed this Second Amendment to the Agreement
effective as of the date specified herein.
PUBLIC SERVICE COMPANY OF NEW MEXICO
Date:_________________ By_________________________________________
XXXX X. XXXXXXXX
Chairman of the Board of Directors
Date:_________________ _________________________________________
XXXXXXXX X. XXXXXXX
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