exh10-8_123108.htm


    Exhibit
10.8

    


    FIRST
AMENDMENT

    TO
THE

    PNM
RESOURCES, INC.

    OFFICER
RETENTION PLAN

     

    Effective
December 7, 1998, Public Service Company of New Mexico adopted the Public
Service Company of New Mexico First Restated and Amended Executive Retention
Plan (the “Plan”).  By an amendment dated November 27, 2002,
sponsorship of the Plan was transferred to PNM Resources, Inc. (the “PNM
Resources”) and the Plan was renamed the “PNM Resources, Inc. First Restated and
Amended Executive Retention Plan.”  Effective as of July 13,
2003, PNM Resources amended and restated the Plan in its entirety and changed
the name of the Plan to the “PNM Resources, Inc. Officer Retention
Plan.”  The Plan was completely amended and restated on
September 2, 2008 to satisfy the requirements of Section 409A of the
Internal Revenue Code of 1986 (the “Code”).  By execution of this
instrument, PNM Resources now desires to amend the Plan as set forth
below.

     

    1.       
Except as
otherwise provided, this First Amendment shall be effective as of
January 1, 2009.

     

    2.       
Section
4.4 (No Duplication of
Benefits) of the Plan is hereby amended and restated in its entirety to
read as follows:

     

    4.4           No
Duplication of Benefits.  The right to receive any benefits
under this Plan by any Participant is specifically conditioned upon such
Participant either waiving or being ineligible for any and all benefits under
the PNM Resources, Inc. Employee Retention Plan, including any amendments
thereto, or any benefits due to a Change in Control or similar event under any
successor or other change in control, severance, retention or other plans or
agreements otherwise available to the Participant.  The Company does
not intend to provide any Participant with benefits under both this Plan and
benefits under any other severance, retention, change in control or other plans
or agreements sponsored 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    by the
Company or any Affiliate.  This Section 4.4 shall not apply to any
individual agreement that provides a Participant with a special payment in order
to induce the Participant to remain employed by the Company unless the agreement
specifically states otherwise.  The Company also may override this
provision by expressly stating in the other change in control, severance,
retention or other plan or agreement that some or all of the benefits provided
by the other change in control, severance, retention or other plan or agreement
are intended to supplement the benefits provided by this Plan.

     

    3.       
Section
5.5(a)(2) (Tax
Gross-Up – General Rule – Gross-Up Payment) of the Plan is hereby amended
and restated in its entirety to read as follows:

     

    (2)           Gross-Up
Payment.  Except as otherwise noted below, the Gross-Up Payment
will consist of a single lump sum payment equal to the sum of: (i) the excise
tax liability of the Participant on the Total Payments and (ii) all the total
excise, income, and payroll tax liability of the Participant on the amount due
pursuant to clause (i), further increased by all the additional excise, income
and payroll tax liability on the amount due pursuant to clause (ii), applied to
the total amount due to the Participant.  The purpose and effect of
the Gross-Up Payment is to cause the Participant to have the same net
compensation after income, excise and payroll taxes that the Participant would
have if there was no tax under Section 4999.  In order to enable the
Company to calculate the amount of the Gross-Up Payment, the Participant shall
provide the Company with a letter from an attorney or accountant (collectively a
“Tax Professional”) acceptable to the Company providing the Company with all of
the information necessary to calculate the Gross-Up Payment.  If the
Tax Professional selected by the Participant is unacceptable to the Company, the
Participant shall provide the necessary information to a Tax Professional
selected by the Company, with the information to be held in confidence by such
Tax Professional.  The Tax Professional will then provide the Company,
at the Company’s expense, with a letter containing the information necessary to
enable the Company to calculate the Gross-Up Payment.  The Gross-up
Payment shall be made not later than December 31 of the tax year next
following the tax year in which the Participant remits such taxes.

     

    4.       
This
First Amendment amends only the provisions of the Plan as noted above and those
provisions not expressly amended shall be considered in full force and
effect.  

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Notwithstanding
the foregoing, this First Amendment shall supersede the provisions of the Plan
to the extent those provisions are inconsistent with the provisions and intent
of this First Amendment.

     

    IN
WITNESS WHEREOF, PNM Resources has caused this First Amendment to be executed as
of this 20th
day of November,
2008.

     

    PNM
RESOURCES, INC.

     

     

     

    By: /s/ Alice A.
Cobb                                                                     

          Its: SVP, Chief Administrative
Officer


    
      
        
           

        

         


      

      
        3