# Exhibit 10.63

**Texas-NewMexico PowerCompany ExcessBenefit Plan**

 

 

**     October 1,1996**

## As Amended and Restated Effective October 1, 1996

----

###     Table of Contents

| Article I: Purposes                                                                         |         |
|---------------------------------------------------------------------------------------------|---------|
|                                                                                             |         |
| Article II:  Definitions and                                                           |         |
|             2.1   Definitions:  | 1       |
|             2.2   Construction: | 1       |
|             2.3   Governing Law | 1       |
| Article  III:  Eligibility and Participation                                           | 2       |
| Article IV:  Provisions for Benefits                                                   | 2       |
| Article V: Amount of  Benefits                                                              | 2       |
| Article VI: Payment  of Benefits                                                            | 2       |
| Article VII:  Death Benefits                                                           | 2       |
| Article VIII:  Appointment of Committee                                                | 3  |
| 8.1  Appointment  of Committee:                                                        | 3       |
| 8.2  Committee  Powers and Duties:                                                     | 3       |
| 8.3  Claims  Procedure:                                                                | 3       |
| Article IX:  Miscellaneous Provisions                                                       | 4       |
| 9.1  Amendment,  Termination, Etc                                                      | 4       |
| 9.2  Nonguarantee  of Employment:                                                      | 4       |
| 9.3  Nonalienation  of Benefits                                                        | 4       |
| 9.4  Liability                                                                         | 4       |
| 9.5  Indemnification:                                                                  | 4       |

 

----

*Texas-New Mexico Power Company ExcessBenefit Plan*

**ArticleI: Purpose**

The purpose of this Plan is to provide those defined benefit planbenefits whichare not payable to an employee under such plan because of the limitations of Code Sections401(a)(17) and 415 of the Internal Revenue Code.

**ArticleII: Definitions and Construction**

**2.1   Definitions:**

Where the following words and phrases appearin this Plan, they shall have the respective, meanings set forth, below, unless theircontext clearly indicates to the contrary.

(a)   Basic Pension PlanBenefit: The amount of pension payable to theParticipantunder the Pension Plan after reduction to comply with the limits ofCode Sections 401(a)(17) and/or 415.

(b)   Boardof Directors: The duly elected and serving Board of Directors of the Employeror any duly authorized committee of that Board.       (c)Code: The Internal Revenue Code of 1986, as amended from time to time.  (d)Committee: The persons appointed to administer the Plan in 

accordance withArticle VIII.

(e)   Effective Date:January 1, 1983

(f)    Employer Texas-NewMexico Power Company, a corporationorganizedand existing under the laws of the State of Texas, or its successor orsuccessors.

(g)   Excess Pension PlanBenefit: A Participant's vested pension benefit, ifany,provided under  Article V hereofattributable to the reduction in his PensionPlanbenefit in compliance with Code Sections 401(a)17 and/or 415.

(h) Participant: An eligible employee of the Employer who meets the requirements toparticipate in the Plan in accordance with the provisions of Article III hereof.

(I)Pension Plan: Texas-New Mexico Power Company Pension Plan, as

amended or restated from time to time.

(j)   Plan: Texas-New Mexico Power Company Excess Benefit Plan, asamended or restated from time  to time.

(k) Plan Year: The twelve (12) month period beginning on January 1st andendingon December 3 1st

**2.2 Construction:**

    Themasculine gender, where appealing in the Plan, shall be deemed to include the femininegender; the singular may include the plural; and vice versa, unless the contextclearly indicates to the contrary.

**2.3 Governing Law:**

The Plan shall be construed in accordance with and governed by the lawsof theState of Texas, except to the extent preempted by federal law.

----

*Texas-New Mexico Power Company ExcessBenefit Plan*

**ArticleIII: Eligibility and Participation**

Any employee of the Employer whose Basic Pension Plan Benefit islimited bythe benefit limitations of Code Sections 401(a)(17) and/or 415 and/or any employee who hasbeen granted additional years of service for purposes of this plan shallparticipate in this plan if designated for coverage hereunder by the Board of Directors.Only employees who are within a select group of management or highly compensatedEmployees may be designated for coverage hereunder.

**ArticleIV: Provisions for Benefits**

Benefits under the Plan shall constitute general obligations of theEmployer inaccordance with the terms of the Plan. No amounts in respect of such benefits shall be set aside orheld in trust, and no recipient of any benefit shall have any right to have thebenefit paid out of any particular assets of the Employer. (Except that the Board of Directors mayestablish a trust(s) out of which the benefitshereunder may be paid, provided that the principal and income of such trust(s) are subject to the claims of thecreditors of the Employer in the event of insolvency as provided for under me terms of such trust(s).)

**ArticleV:****Amount of****Benefits**

If the pension payable to the Participant from the Pension Plan is lessthan the Participant's pension benefit would be if it were (i) calculatedwithout referenceto the limitations of Code Sections 401(a)(17) and/or 415, (ii) not reduced as a resultof any voluntary deferrals of compensation under the terms of the Texas-NewMexico Power Company Deferred Compensation Plan, and (iii) calculated using anyadditional years of service that have been granted to the Participant forpurposes of this plan, then the difference between the actual

pension benefit andthe benefit so calculated shall be provided by this plan.

**ArticleVI: Payment of Benefits**

Paymentof any Participant's Excess Pension Plan Benefit under Article V hereof, shallcommence at the same time as the payment of me Participant's Pension benefitunder the Pension Plan, and shall be in the form elected by the Participant from thepayment options made available by the Employer. A Participant'selection will only be valid if it is filed (on a form prescribed by the Committee), prior tobeginning of the Plan Year preceding the Plan Year in which termination ofemployment occurs. If no valid election is made, then payment of benefits, ifany, shall be made in the form of a 10 Year Certain and Life Pension as definedby the Pension Plan , or in the sole discretion of the Committee, in a lumpsum.

Page 2

----

*Texas-New Mexico Power Company ExcessBenefit Plan*

**Article VII: Death Benefits**

In the event any death benefit payable under the Pension Plan prior to commencement of theBasic Pension Plan Benefit thereunder is limited due to Code Sections401(a)(17) and/or 415 limitations, the amount by which such death benefit is solimited shall be payable hereunder at the same time and in the same manner as the death benefit payable under thePension Plan*

**ArticleVlll: Appointment of Committee**

**8.1Appointment of Committee:**

The Plan shall be administered by a Committee, which, unless otherwisedeterminedby the Board of Directors, shall be the Board of Directors. The

membershipof the Committee may be reduced, changed, or increased from time to time in theabsolute discretion of the Board of Directors.

**8.2Committee Powers and Duties:**

The duties of the Committee will be determined by the Board ofDirectors. The Committee shall have such powers as may be necessary to dischargeits duties hereunder.

**8.3Claims Procedure**

In any case in which a claim for Plan benefits of a Participant orbeneficiary is denied or modified, the Committee shall furnish written notice to theclaimant withinninety days (or within 180 days if additional information requested by theCommittee necessitates an extension of the ninety-day period), which notice shall:

(i)State the specific reason or reasons for the denial or modification;

(ii) Provide specific reference to pertinent Plan provisions on whichthe denial**or modification is based;

(iii) Provide a description of any additional material or information necessary for theParticipant, his beneficiary, or representative to perfect the claim, and anexplanation of why such material or information is necessary; and

(iv) Explain thePlan's claim review procedure as contained herein.

In theevent a claim for Plan benefits is denied or modified, if the Participant, his beneficiary, or arepresentative of such Participant or beneficiary desires to have such denial ormodification reviewed, he must within sixty days following receipt of thenotice of such denial or modification, submit a written request for review by the Committee ofits initial decision. In connection with such request, the Participant, hisbeneficiary, or the representative of such Participant or beneficiary mayreview any pertinent documents upon which such denial or modification wasbased and may submit issues and comments in writing. Within sixty days followingsuch request for review, the Committee shall, after

Page 3

----

*Texas-New MexicoPower Company Excess Benefit Plan*

providinga full and fair review, render its final decision in writing to the Participant, hisbeneficiary, or the representative of such Participant or beneficiary, statingspecific reasons for such decision and making specific references topertinent Plan provisions upon which the decision is based. If specialcircumstances require an extension of such sixty-day period, the Committee'sdecision shall be rendered as soon as possible, but not later than 120 days afterreceipt of the request for review. If an extension of tone for review is required,written notice of the extension shall be furnished to the Participant,beneficiary, or the representative of such Participant or beneficiary prior to thecommencement of the extension period.

**Article IX: MiscellaneousProvisions**

**9.1    Amendment, Termination, Etc.:**

The Board of Directors may in its absolute discretion, by resolution,from timeto time, amend, suspend, or terminate in whole or in part (and if terminatedreinstate) any or all provisions of the Plan; except that no amendment, suspension, ortermination may apply so as to decrease the payment to any Participant (orBeneficiary) of any benefit under the Plan, which he accrued prior to theeffective date of such amendment, suspension, or termination. Any such amendment,suspension, or termination shall become effective on such date as shall bespecified in such resolution and, except as expressly limited, in this section 9.1, includesuch provisions and have such effect as the Board of Directors in itsabsolute discretion deems desirable.

**9.2   Nonguarantee ofEmployment:**

Nothing contained in this Plan shall be construed as a contract of employment betweenthe Employer and any employee, or as a right of any employee to becontinued in the employment of the Employer, or as a limitation of the right of theEmployer to discharge any of its employees, with or without cause.

**9.3    Nonalientation ofBenefits:**

To the extent permitted by law, benefits payable under this Plan shallnot, withoutCommittee consent, be subject in any manner to anticipation, alienation, sale,transfer, assignment pledge, encumbrance, charge, garnishment, execution, or levy of any kind,either voluntary or involuntary. Any unauthorized attempt to anticipate,alienate, sell, transfer, assign, pledge, encumber, charge, or otherwise dispose ofany right to benefits payable hereunder shall be void. No part of the assets ofthe Employer shall be subject to seizure by legal process resulting from anyattempt by creditors of or claimants against any Participant (or beneficiary), orany person claiming under or through the foregoing,

**9.4   Liability:**

Page  4

----

*Texas-New Mexico Power Company ExcessBenefit Plan*

No member of the Board of Directors, or of the Committee, shall beliable forany act or action, whether of commission or omission, taken by any other member or by anyofficer, agent, or employee of the Employer, or of any such body, nor, except incircumstances involving his bad faith, for anything done or omitted to be doneby himself. 

**9.4   Indemnification:**

The Company shall indemnify and hold harmless each member of the Board of Directors and/orthe Committee against any and all expenses and liabilities arising out of hisadministrative functions or fiduciary responsibilities, including any expensesand liabilities that are caused by or result from an act or omission

constituting thenegligence of such member in the performance of such functions or responsibilities,but excluding expenses and liabilities that are caused by or result from such, member'sown gross negligence or willful misconduct. Expenses against which such member shall beindemnified hereunder shall include, without without limitation, the  amounts of anysettlement or judgment, costs, counsel fees, and related charges reasonably incurred inconnection with a claim asserted or a proceeding brought or settlement thereof..

Texas-New MexicoPower Company

By:  __/s/ MichaelD. Blanchard____

Name: __Michael D.Blanchard____

Title:  __CorporateSecretary______

Page 5