EXHIBIT 10.45.4
FOURTH AMENDMENT
TO THE PUBLIC SERVICE COMPANY OF NEW MEXICO
SERVICE BONUS PLAN
THIS FOURTH AMENDMENT made by the Public Service Company of New Mexico
("PNM") is effective as of November 27, 2002.
WHEREAS, PNM adopted the Public Service Company of New Mexico Service
Bonus Plan (the "Plan") as of October 23, 1984 to provide supplemental income
benefits for certain executives who have achieved maximum performance credits
under the Accelerated Management Performance Plan;
WHEREAS, the Plan has been amended three times, most recently by an
amendment effective on December 7, 1998;
WHEREAS, PNM reserved the right to amend the Plan pursuant to Section
9.01 of the Plan; and
WHEREAS, PNM now desires to amend the Plan to: (i) change the name of
the Plan, (ii) change the sponsor of the Plan to PNM Resources, Inc. ("PNMR"),
and (iii) designate PNM as a participating employer.
NOW, THEREFORE, PNM does hereby amend the Plan as follows:
1. The name of the Plan is hereby amended to read as follows:
PNM RESOURCES, INC. SERVICE BONUS PLAN
2. Section 1.01 of the Plan is hereby amended by the addition of the following
paragraph to be placed at the end thereof:
PNM Resources, Inc. became the parent holding company
for Public Service Company of New Mexico as of December 31,
2001. Effective as of November 27, 2002, PNM Resources, Inc.
assumes the sponsorship of the Plan.
3. Section 2.01 of the Plan is hereby amended in its entirety to read as
follows:
2.01 "Accelerated Management Performance Plan" means
the PNM Resources, Inc. Accelerated Management Performance
Plan, as amended from time to time.
4. Section 2.08 of the Plan is hereby amended in its entirety to read as
follows:
2.08 "Company" means PNM Resources, Inc. or any
successor thereto, and any company affiliated with PNMR that
adopts the Plan. Any affiliate that adopted the Plan prior to
including Public Service Company of New Mexico, shall continue
to participate in the Plan.
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5. Section 2.13 of the Plan is hereby amended in its entirety to read as
follows:
2.13 "Employees' Retirement Plan" means the PNM
Resources, Inc. Employees' Retirement Plan, as amended from
time to time.
6. Section 2.20 of the Plan is hereby amended in its entirety to read as
follows:
2.20 "Plan" means the PNM Resources, Inc. Service
Bonus Plan as described herein or as hereafter amended.
7. Section 2.24 of the Plan is hereby amended in its entirety to read as
follows:
2.24 "Service Bonus Plan" means the PNM Resources,
Inc. Service Bonus Plan described herein, or as amended from
time to time.
8. Section 6.01 of the Plan is hereby amended by the addition of the following
paragraph to be placed at the end thereof:
Each affiliate that participates in the Plan shall bear the
costs and expenses of providing benefits accrued by its
employee-Participants during periods while they are employed
by that affiliate. Such costs and expenses shall be allocated
among the participating affiliates in accordance with (a)
agreements entered into between PNM Resources, Inc. and any
participating affiliate, or (b) in the absence of such an
agreement, procedures adopted by PNM Resources, Inc.
9. Section 6.04 of the Plan is hereby amended in its entirety to read as
follows:
6.04 Change in Control. 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 any benefits accrued under this Plan as of the
date of the occurrence of the Change in Control.
10. The purpose of this Fourth Amendment is to transfer sponsorship of the Plan
to PNM Resources, Inc. from the Public Service Company of New Mexico. All
references to "Public Service Company of New Mexico" are hereby replaced with
references to "PNM Resources, Inc.," unless the context (such as discussion of
the formation of the Plan) indicates otherwise. Any other provisions of the Plan
which are inconsistent with this transfer of sponsorship are hereby amended to
the extent necessary to accomplish this transfer.
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11. PNM Resources, Inc. hereby assumes all duties, obligations, and authority as
the sponsor of the Plan. PNM Resources, Inc. does not assume Public Service
Company of New Mexico's financial obligation for its share of the costs and
expenses of Plan benefits as determined pursuant to Section _____ of the Plan.
12. This Fourth Amendment changes the name and sponsorship of the Plan. Any
individuals or entities serving as fiduciaries or service providers with respect
to the Plan shall continue to serve as such, subject to the provisions of the
Plan. Similarly, any policies or procedures previously adopted by the
fiduciaries shall continue in full force and effect.
13. This Fourth Amendment shall only amend the provisions of the Plan referenced
above, and those provisions not amended hereby shall be considered in full force
and effect.
IN WITNESS WHEREOF, Public Service Company of New Mexico and PNM
Resources, Inc. have caused this Fourth Amendment to be executed as of this 27th
day of November, 2002.
PUBLIC SERVICE COMPANY OF NEW MEXICO
By: /s/ Alice A. Cobb
---------------------------------
Its: Senior Vice President
People Services and Development
ACCEPTED:
--------
PNM RESOURCES, INC.
By: /s/ Alice A. Cobb
---------------------------------
Its: Senior Vice President
People Services and Development
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