SECOND AMENDMENT TO THE
PUBLIC SERVICE COMPANY OF NEW MEXICO
EXECUTIVE RETENTION PLAN
THIS SECOND AMENDMENT to the Public Service Company of New
Mexico Executive Retention Plan (the "Second Amendment") is made as of the
1st day of August, 1994, by the Public Service Company of New Mexico (the
"Company"). If not defined in this Second Amendment, capitalized terms
contained herein have the meaning as set forth in the Public Service
Company of New Mexico Executive Retention Plan (the "Plan").
WHEREAS, the Plan and the First Amendment were adopted by the
Company, effective as of January 1, 1992 and January 1, 1994, respectively;
WHEREAS, Exhibit "A" to the Plan consists of a list of
employees of the Company (and their position with the Company) eligible to
participate in the Plan, which list was incorporated by reference into the
Plan document;
WHEREAS, the Company desires to amend Exhibit "A" to: (i) add
employees not previously eligible to participate in the Plan, (ii) delete
Participants set forth therein no longer employed by the Company and (iii)
delete or change the classification or job title of certain Participants
included on Exhibit "A".
WHEREAS, Article IX provides that the Plan may be amended at
any time to add employees to Exhibit "A", but it provides that any other
amendment would generally not be effective during the twenty-four month
period immediately preceding any Change In Control and the twenty-four (24)
month period immediately following such Change In Control to the extent
that such amendment impairs or abridges the rights or benefits of an
employee of the Company who was a Participant upon the occurrence of the
Change In Control or in the twenty-four (24) month period immediately prior
thereto; and
WHEREAS, the following Second Amendment, adopting a new Exhibit
"A", was approved effective immediately, with the understanding that the
effectiveness of the deletions or classification changes may be delayed
pursuant to the provisions of Article IX.
NOW, THEREFORE, the Plan shall be, and hereby is, amended as
follows:
1. Exhibit "A" is hereby amended in its entirety and replaced with
a new Exhibit "A" attached hereto, and incorporated herein by
reference, subject to applicable restrictions as required by Article
IX.
2.Except as amended by the First Amendment and this Second Amendment,
the Plan is otherwise unchanged.
IN WITNESS WHEREOF, the Company has caused this Second Amendment
to the Public Service Company of New Mexico Executive Retention Plan to be
executed and effective as of the date and year first above written.
PUBLIC SERVICE COMPANY
OF NEW MEXICO
By
BENJAMIN F. MONTOYA, President
ATTEST
____________________________
PATRICK T. ORTIZ
Secretary
14644
EXECUTIVE RETENTION PLAN
CORRECTIONS TO CURRENT EXHIBIT A
June 6, 1994
M. PHYLLIS BOURQUE SR VP, MARKETING AND CUSTOMER SERVICES
JERRY L. GODWIN SR VP, POWER SUPPLY RESOURCES
MAX H. MAERKI SR VP & CHIEF FINANCIAL OFFICER
PATRICK T. ORTIZ SR VP, REGULATORY POLICY,
GENERAL COUNSEL & SECRETARY
WILLIAM J. REAL SR VP, UTILITY OPERATIONS
JEFFRY E. STERBA SR VP, CORPORATE DEVELOPMENT
MARC D. CHRISTENSEN VP, PUBLIC AFFAIRS
JUDITH A. ZANOTTI VP, HUMAN RESOURCES
DONNA M. BURNETT CORPORATE CONTROLLER AND
CHIEF ACCOUNTING OFFICER
D.A. JAMES DIR, LEGAL AND CORPORATE AFFAIRS
EDWIN A. KRAFT VP, CUSTOMER SERVICES
ALFONSO R. LUJAN VP, ELECTRIC T&D SERVICES
MITCHELL J. MARZEC TREASURER
LAWRENCE D. RATLIFF VP, ENGINEERING & TECHNICAL SERVICES
JOHN RENNER VP, GAS SUPPLY SOURCING
TERRY D. RISTER VP, GAS DISTRIBUTION SERVICES
MICHAEL C. SLOTA VP, WATER OPERATIONS
BARBARA L. BARSKY DIR, INVESTOR RELATIONS/FINANCIAL
ANALYSIS
MELVIN CHRISTOPHER DIR, GAS SUPPLY SOURCING
JEFFREY R. HARRIS ASSET DISPOSAL TEAM
SCOTT WITSCHGER ASSET DISPOSAL TEAM
EXECUTIVE RETENTION PLAN
ADDITIONS TO CURRENT EXHIBIT A
June 6, 1994
PATRICK GOODMAN VP, POWER PRODUCTION
CINDY McGILL DIR, REGULATORY POLICY
RAMON GONZALES SENIOR COUNSEL, HUMAN RESOURCES
MARIE EAVES DIR, GOVERNMENT AFFAIRS
BLAKE RIDGEWAY DIR, CORPORATE STRATEGY
EDDIE PADILLA DIR, MARKETING AND POWER CONTRACTS
JACK MADDOX DIR, INTEGRATED RESOURCE PLANNING
RICK BRINNEMAN MGR, REGIONAL PUBLIC AFFAIRS
EXECUTIVE RETENTION PLAN
DELETIONS TO CURRENT EXHIBIT A
June 6, 1994
EVANS SPANOS MGR, NGV SERVICE
KATHLEEN A. MAYER CONS. STRATEGIC PLANNING
JAMES A. HUNTER DIR, GAS MARKETING/BUSINESS
DEVELOPMENT