exh101_093007.htm


    
      

    


    EXHIBIT
      10.1

    THIRD
      AMENDMENT

    TO
      THE

    PNM
      RESOURCES, INC.

    EXECUTIVE
      SAVINGS PLAN II

     

    Effective
      as of December 15, 2004, PNM Resources, Inc. (the “Company”) adopted the PNM
      Resources, Inc. Executive Savings Plan II (the “Plan”).  The Plan
      has been amended on two previous occasions.  By this instrument, the
      Company now desires to amend the Plan as set forth below.

     

    1.           This
      Third Amendment shall be effective as of the date on which it is
      executed.

     

    2.           This
      Third Amendment amends only the provisions of the Plan as set forth herein,
      and
      those provisions not expressly amended hereby shall be considered in full force
      and effect.  Notwithstanding the foregoing, this Third Amendment shall
      supersede the provisions of the Plan to the extent those provisions are
      inconsistent with the provisions and intent of this Third
      Amendment.

     

    3.           Section
      1.1 (ii) (Definitions - Separation from Service) of the Plan is
      hereby amended and restated in its entirety to read as follows:

    (ii)           “Separation
      from Service” means the termination of a
      Participant’s employment with the Company and all affiliates and 50% Affiliates
      due to death, retirement or other reasons.

     

    The
      Participant’s employment relationship is treated as continuing while the
      Participant is on military leave, sick leave, or other bona fide leave of
      absence (if the period of such leave does not exceed six months, or if longer,
      so long as the Participant’s right to reemployment with the Company, an
      affiliate or 50% Affiliate is provided either by statute or
      contract).  If the Participant’s period of leave exceeds six months
      and the Participant’s right to reemployment is not provided either by statute or
      by contract, the employment relationship is deemed to terminate on the first
      day
      immediately following the expiration of such six-month
      period.  Whether a termination of employment has occurred will be
      determined based on all of the facts and circumstances and in accordance with
      regulations issued by the United States Treasury Department pursuant to
      Section 409A of the Code.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Section 1.1(ii) as in effect immediately prior to the
      adoption of the Third Amendment to this Plan shall apply with respect to any
      Participant who terminates employment with the Company and all Adopting
      Affiliates on or before December 31, 2007 if, prior to the adoption of the
      Third
      Amendment, the Participant otherwise would have been entitled to receive a
      distribution in accordance with Section 6.5 (Timing of Distribution)
      during calendar year 2007.

     

    The
      provisions of this Section 1.1(ii) as in effect immediately prior to the
      adoption of the Third Amendment to this Plan also shall apply with respect
      to
      amounts credited to a Participant’s Account as of December 31, 2007 unless on or
      before the earlier of December 31, 2007 or the Participant’s Separation from
      Service (as determined prior to the adoption of the Third Amendment) the
      Participant consents to the application of the modified definition of the term
      Separation from Service to the Participant.

     

    4.           Section
      1.1 (Definitions) of the Plan is hereby amended by the addition of the
      following new subsection (tt) to the end thereof to read as
      follows:

     

    (tt)           “50%
      Affiliate” means any of the
      following:  (1) an entity that would be a member of a “controlled
      group of corporations” (within the meaning of Section 414(b) of the Code as
      modified by Section 415(h) of the Code) that includes the Company as a member
      of
      the group if for purposes of applying Section 1563(a)(1), (2) or (3) of the
      Code
      for determining the members of a controlled group of corporations under Section
      414(b) of the Code, the language “at least 50 percent” is used instead of “at
      least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3); and
      (2) an entity that would be a member of a group of trades or businesses under
      common control (within the meaning of Section 414(c) of the Code) that includes
      the Company as a member of the group if for purposes of applying Treas. Reg.
§
1.414(c)-2 for purposes of determining the members of a group of trades or
      businesses (whether or not incorporated) that are under common control for
      purposes of Section 414(c) of the Code, the language “at least 50 percent” is
      used instead of “at least 80 percent” each place it appears in Treas. Reg. §
1.414(c)-2.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.           Section
      4.2 (Vesting in the Supplemental Credit Account) of the Plan is hereby
      amended and restated in its entirety to read as follows:

     

    4.2           Vesting
      in the Supplemental Credit Account.  The Supplemental
      Credits for the initial Plan Year shall vest on December 1,
      2006.  The Supplemental Credits for any Plan Year beginning after the
      Effective Date shall vest on a two year cliff vesting schedule.  For
      example, if a Supplemental Credit is allocated to a Participant’s Supplemental
      Credit Account on December 1, 2005, that amount will fully vest on
      December 1, 2007 and if a Supplemental Credit is allocated to a
      Participant’s Supplemental Credit Account on December 1, 2006, that amount
      will fully vest on December 1, 2008, and so on.  If a Participant
      is employed by the Company or an Adopting Affiliate and ownership of the
      Adopting Affiliate is transferred to a 50% Affiliate, service with the 50%
      Affiliate will be considered to be service with the Company for purposes of
      vesting in the Participant’s Supplemental Credit Account.  Likewise,
      if a Participant leaves the employ of the Company or an Adopting Affiliate
      to
      become employed by a 50% Affiliate, service with the 50% Affiliate will be
      considered to be service with the Company for purposes of vesting in the
      Participant’s Supplemental Credit Account.  The provisions of the two
      preceding sentences pursuant to which service with a 50% Affiliate will be
      considered to be service with the Company shall be inapplicable if the
      Participant refuses to consent to the changes to the definition of Separation
      from Service made by the Third Amendment.

     

    Notwithstanding
      the foregoing, each Eligible Officer shall be fully vested in all amounts
      credited to his Supplemental Credit Account on and after the first to occur
      of
      the following events:

     

    
      	
              (a)  

            	
              The
                Eligible Officer attaining age 55 with two Years of
                Service;

            


    

     

    
      	
              (b)  

            	
              The
                Eligible Officer’s Normal Retirement
                Date;

            


    

     

    
      	
              (c)  

            	
              The
                date of Separation from Service by the Eligible Officer due to
                Disability;

            


    

     

    
      	
              (d)  

            	
              The
                date of death of the Eligible Officer;
                or

            


    

     

    
      	
              (e)  

            	
              The
                termination (other than for “Cause”) or “Constructive Termination” of the
                Eligible Officer’s employment by the Company following a Change in
                Control.  For this purpose, the terms “Constructive Termination”
                and “Cause” shall have the meanings ascribed to them under the Officer
                Retention Plan.  If regulations issued by the Department of the
                Treasury pursuant to Section 409A of the Code prohibit vesting triggered
                by a Change in Control, or accelerate the taxation of any portion
                of a
                Participant’s Accounts due to such vesting, this clause (e) shall be
                void.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, PNM Resources has caused this Third Amendment to be executed
      as
      of this 4th day of June, 2007.

     

     

    PNM
      RESOURCES, INC.

     

    By:           /s/
      Alice A.
      Cobb                                                                

     

          Its:
      SVP, Chief Administrative
      Officer                                                                                     

    
 

    4