exh4-1_121708c.htm


    Exhibit
4.1

    


    


    


     

    PNM
RESOURCES, INC.

     

    EXECUTIVE
SAVINGS PLAN II


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


        
          120408

        

      

    


    PNM
RESOURCES, INC.

     

    EXECUTIVE
SAVINGS PLAN II

     

    PREAMBLE

     

    Effective
as of December 15, 2004, PNM Resources, Inc. (the “Company”) established the PNM
Resources, Inc. Executive Savings Plan II (the “Plan”).  The
purpose of the Plan is to permit certain key employees of the Company and its
Affiliates who participate in the PNM Resources, Inc. Retirement Savings Plan
(the “RSP”) to defer compensation and receive credits under this Plan without
reference to the limitations on contributions in the RSP or those imposed by the
Internal Revenue Code of 1986, as amended (the “Code”).

     

    The
purpose of this amendment and restatement is to satisfy the requirements of
Section 409A of the Code.  Section 409A of the Code became applicable
to the Plan as of January 1, 2005.  The Plan has been and shall
continue to be administered in good faith compliance with the requirements of
Section 409A from January 1, 2005 through December 31, 2008.

     

    Except as
noted below, this amended and restated Plan document is effective as of
January 1, 2009 (the “Effective Date”).  The provisions of
Section 6.2(g) (Form
of Distribution – Changes to Distribution Elections Prior to December 31,
2008) and Article VII (Transfers from ESP I)
are effective as of the date of execution of this amended and restated Plan
document.

     

    ARTICLE
I

    DEFINITIONS

     

    1.1    
General.  When
a word or phrase appears in this Plan with the initial letter capitalized, and
the word or phrase does not begin a sentence, the word or phrase shall generally
be a term defined in this Article I.  The following words and
phrases used in the Plan with the initial letter capitalized shall have the
meanings set forth in this Article I, unless a clearly different meaning is
required by the context in which the word or phrase is used or the word or
phrase is defined for a limited purpose elsewhere in this Plan
document:

     

    (a) “Adopting
Affiliate” means
any Affiliate of the Company that has been authorized by the Board of Directors
to adopt the Plan and which has adopted the Plan in accordance with
Section 2.5 (Adoption by
Affiliates).  All Affiliates that adopted the Plan prior to
this amendment and restatement shall continue as Adopting
Affiliates.

     

    (b) “Affiliate” means (1) a corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as is the Company, and (2) any
other trade or business (whether or not incorporated) controlling, controlled
by, or under common control with the Company (within the meaning of Section
414(c) of the Code).

     

    (c) “After-Tax
Retirement Plan”
means the PNM Resources, Inc. After-Tax Retirement Plan, as it may be amended
from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) “Benefits
Department” means
the organizational unit of PNMR Services Company with responsibility for
administering benefit programs sponsored by PNM Resources and its
Affiliates.

     

    (e) “Benefits
Governance Committee” means the Benefits
Governance Committee or its successor appointed by the Company.

     

    (f) “Board” or “Board of
Directors” means
the Board of Directors of the Company, or any authorized committee of the
Board.

     

    (g) “Change in
Control” shall
have the meaning ascribed to that term in the Retention Plan in which the
Participant participates (i.e., the Officer Retention
Plan or the Employee Retention Plan).

     

    (h) “Code” means the Internal Revenue
Code of 1986, as amended from time to time, and any regulations promulgated
thereunder.

     

    (i) “Combination
Effective Date”
shall mean the date of execution of this amended and restated Plan
document.

     

    (j) “Company” means PNM Resources, Inc.,
and, to the extent provided in Section 10.6 (Successors) below,
any successor corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of substantially
all of the assets of the Company.

     

    (k) “Company
Stock” means
common stock, no par value, issued by the Company.

     

    (l) “Company
Stock Fund” means
the hypothetical Investment Fund described in Section 5.3 (Special Company Stock Fund
Provisions).

     

    (m) “Compensation” for purposes of determining
the Matching and Standard Credits, means the Participant’s base salary and other
elements of compensation that are considered under the RSP (as it may be amended
from time to time) for purposes of calculating the Participant’s RSP Employer
and Matching Contributions, respectively.  For purposes of determining
the amount of a Participant’s permissible Supplemental Deferrals, “Compensation”
means the Participant’s base salary and other elements of compensation that are
considered under the RSP (as it may be amended from time to time) for purposes
of calculating the Participant’s RSP Before Tax Contributions.

     

    (n) “Corporate
Investment Committee” means the Corporate
Investment Committee or its successor appointed by the Company.

     

    (o) “Disability” or “Disabled” means that a Participant is,
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under the Company’s long term disability
plan.  Any determination of Disability pursuant to the Plan is not an
admission by the 

     

    
      
        
        

      

      
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    Company
or the Adopting Affiliate that employs the Participant that a Participant is
disabled under federal or state law.

     

    (p) “Discretionary
Credit Account”
means the account maintained under the Plan to record the amounts credited to a
Participant in accordance with Section 3.5 (Discretionary
Credits).

     

    (q) “Discretionary
Credits” means
the Discretionary Credits allocated to a Participant’s Discretionary Credit
Account in accordance with Section 3.5 (Discretionary
Credits).

     

    (r) “Distribution
Election Form” means the election form by which a Participant elects the
manner in which his Accounts shall be distributed pursuant to Section 6.2
(Form of
Distribution).

     

    (s) “Effective
Date” means
January 1, 2009.  The provisions of Section 6.2(g) (Form of Distribution –
Changes to Distribution Elections Prior to December 31, 2008) and
Article VII (Transfers
from ESP I), however, are effective as of the date of execution of this
amended and restated Plan document.

     

    (t) “Eligible
Officer” means a
Participant who (1) occupies the position of Senior Vice President or higher of
the Company, (2) has completed at least three Months of Service, and
(3) has been selected by the Plan Administrator with the advance consent of
the Human Resources and Compensation Committee to receive a Supplemental
Credit.

     

    (u) “Employee
Retention Plan”
means the PNM Resources, Inc. Employee Retention Plan, as it may be amended or
replaced from time to time.

     

    (v) “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any
regulations promulgated thereunder.

     

    (w) “ESP I” means the PNM Resources,
Inc. Executive Savings Plan.

     

    (x) “Human
Resources and Compensation Committee” means the Human Resources
and Compensation Committee of the Board or its successor.

     

    (y) “Investment
Fund” means the
hypothetical investment fund or funds established by the Plan Administrator
pursuant to Article V (Adjustment of
Accounts).

     

    (z) “Matching
Credit Account”
means the account maintained under the Plan to record the amounts credited to a
Participant in accordance with Section 3.3(a) (Matching and Standard
Credits – Matching Credit).

     

    (aa) “Matching
Credits” means
the Matching Credits allocated to a Participant’s Matching Credit Account in
accordance with Section 3.3(a) (Matching and Standard
Credits – Matching Credit).

     

    
      
        
        

      

      
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    (bb) “Month of
Service” means a
calendar month during which a Participant performs services for the Company or
an Adopting Affiliate on one or more days.  If the Participant’s
employment with the Company or an Adopting Affiliate includes a break in
employment, then only the Months of Service in the last period of employment
will be considered Months of Service.

     

    (cc) “Normal
Retirement Date”
means the date on which a Participant attains the age of 62 years.

     

    (dd) “Officer
Retention Plan”
means the PNM Resources, Inc. Officer Retention Plan, as it may be amended or
replaced from time to time.

     

    (ee) “Participant” means an employee of the
Company or any Adopting Affiliate who has been designated or selected for
participation in the Plan pursuant to Section 2.2 (Selection of
Participants) and who has not received all amounts to which he is
entitled pursuant to the Plan.  The Plan document occasionally
distinguishes between Participants and “Active Participants.”  When
this distinction is made, the term “Active Participant” refers to a Participant
who is currently employed by the Company or an Adopting Affiliate and who has
elected to participate in this Plan for a particular Plan Year.

     

    (ff) “Plan” means the PNM Resources,
Inc. Executive Savings Plan II, as set forth herein.

     

    (gg) “Plan
Administrator”
means the Company.  Any action to be taken by the Plan
Administrator may be taken by the Company’s senior human resources
officer.  In addition, the Company’s senior human resources officer
may delegate such authority to the Benefits Department.

     

    (hh) “Plan
Year” means the
calendar year.

     

    (ii) “Recordkeeper” means the entity selected by
the Company to keep Plan records and to adjust Accounts pursuant to
Section 5.1 (Adjustment of
Accounts) of the Plan.

     

    (jj) “RSP” means the PNM Resources,
Inc. Retirement Savings Plan, as it may be amended from time to
time.

     

    (kk) “RSP
Before Tax Contribution” means “Before Tax
Contributions,” as such term is defined in the RSP.

     

    (ll) “RSP
Employer Contribution” means “Discretionary
Contributions,” as such term is defined in the RSP.

     

    (mm) “RSP
Matching Contribution” means “Matching
Contributions,” as such term is defined in the RSP.

     

    (nn) “Separation
from Service”
means either (1) the termination of a Participant’s employment with
the Company and all Affiliates due to death, retirement or other reasons, or
(2) a permanent reduction in the level of bona fide services the
Participant provides to 

     

    
      
        
        

      

      
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    the
Company and all Affiliates to an amount that is 20% or less of the average level
of bona fide services the Participant provided to the Company and all Affiliates
in the immediately preceding 36 months, with the level of bona fide service
calculated in accordance with Treas. Reg.
§ 1.409A-1(h)(1)(ii).

     

    A
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 or an
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.

     

    (oo) “Specified
Employee” means
certain officers and highly compensated employees of the Company as defined in
Treas. Reg. § 1.409A-1(i).  The identification date for
determining whether any employee is a Specified Employee during any Plan Year
shall be the September 1 preceding the commencement of such Plan
Year.

     

    (pp) “Standard
Credit Account”
means the account maintained under the Plan to record the amounts credited to a
Participant in accordance with Section 3.3(b) (Matching and Standard
Credits – Standard Credit).

     

    (qq) “Standard
Credits” means
the Standard Credits allocated to a Participant’s Standard Credit Account in
accordance with Section 3.3(b) (Matching and Standard
Credits – Standard Credit).

     

    (rr) “Supplemental
Credit Account”
means the account maintained under the Plan to record the amounts credited to an
Eligible Officer in accordance with Section 3.4 (Supplemental
Credits).

     

    (ss) “Supplemental
Credits” means
the Supplemental Credits allocated to an Eligible Officer’s Supplemental Credit
Account in accordance with Section 3.4 (Supplemental
Credits).

     

    (tt) “Supplemental
Deferral Account”
means the account maintained under the Plan to record amounts deferred
under Section 3.2 (Supplemental
Deferrals) of the Plan.

     

    (uu) “Supplemental
Deferral Agreement”
means the written deferral agreement described in Section 3.1 (Supplemental Deferral
Agreement) that is entered into by a Participant pursuant to this
Plan.

     

    (vv) “Supplemental
Deferrals” means
the deferrals made by a Participant in accordance with Section 3.2 (Supplemental
Deferrals).

     

    (ww) “Valuation
Date” means each
business day of the Plan Year.

     

    
      
        
        

      

      
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    1.2    
Construction.  The
masculine gender, when appearing in the Plan, shall include the feminine gender
(and vice versa), and the singular shall include the plural, unless the contract
clearly states to the contrary.  Headings and subheadings are for the
purpose of reference only and are not to be considered in the construction of
this Plan.  If any provision of this Plan is determined to be for any
reason invalid or unenforceable, the remaining provisions shall continue in full
force and effect.  All of the provisions of this Plan shall be
construed and enforced according to the laws of the State of New Mexico and
shall be administered according to the laws of such state, except as otherwise
required by ERISA, the Code, or other Federal law.

     

    ARTICLE
II

    ELIGIBILITY; ADOPTION BY
AFFILIATES

     

    2.1    
The
Eligible Class.  The purpose of the Plan is to provide deferred
compensation to a select group of management or highly compensated
employees.  This group of eligible employees is sometimes referred to
as the “top hat group.”

     

    2.2    
Selection
of Participants.  Any employee who is classified as an
“officer” of the Company or an Adopting Affiliate shall be eligible to
participate in the Plan for a particular Plan Year.  For this purpose,
an “officer” is someone who occupies the position of Vice President or
higher.  The Plan Administrator, in the exercise of its discretion,
and with the concurrence of the Human Resources and Compensation Committee
and/or the Board of Directors, also may designate any other employee of the
Company or any Adopting Affiliate as eligible to participate in the Plan for a
particular Plan Year if the Plan Administrator concludes that the employee is a
member of the top hat group and should be allowed to participate in the
Plan.  As noted in Section 2.1 (The Eligible Class),
this Plan is intended to provide benefits only to members of the top hat
group.  The Company has determined that all current officers are
properly includible in the top hat group.

     

    2.3    
Election
to Participate.  In order to make Supplemental Deferrals and
receive credits for a particular Plan Year, an otherwise eligible employee (as
determined in accordance with Section 2.2 (Selection of
Participants) must affirmatively elect to participate in the Plan for
that Plan Year in accordance with such procedures as may be prescribed by the
Plan Administrator.  The election must be made at the same time as
elections are made in accordance with Section 3.2(b) (Supplemental Deferrals –
Timing of Elections).  An eligible employee may not elect to
participate in this Plan for a particular Plan Year if the eligible employee has
elected to participate in the After-Tax Retirement Plan for that Plan
Year.  

     

    2.4    
Discontinuance
of Participation.  As a general rule, once an individual is a
Participant, he will continue as a Participant (but not necessarily an Active
Participant) for all future Plan Years until his retirement or other Separation
from Service.  In addition, prior to retirement or other Separation
from Service, the Plan Administrator shall discontinue an individual’s
participation in the Plan effective as of the first day of the Plan Year
following the Plan Year during which the Plan Administrator concludes, in the
exercise of its discretion, that the individual is no longer properly included
in the top hat group.  If an individual’s participation is
discontinued, the individual will no longer be eligible to make deferrals or
receive credits under this Plan.  In addition, the individual will no
longer be considered to be a Participant in this Plan.  Rather, such
individual’s rights to receive payments in the future will be deemed to be


     

    
      
        
        

      

      
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    payable
pursuant to a separate agreement the terms of which are identical to, but
separate from, the terms of this Plan.  The individual will not be
entitled to receive a distribution pursuant to the terms of the separate
agreement until the occurrence of another event (e.g., Separation from
Service) that entitles the Participant to receive a distribution.  The
Participant’s Accounts under this separate agreement will continue to be
adjusted to reflect hypothetical investment earnings or losses in accordance
with Section 5.1 (Adjustment of
Accounts) until the Accounts are distributed.

     

    2.5    
Adoption
by Affiliates.  An employee of an Affiliate may not become a
Participant in the Plan unless the Affiliate has previously adopted the
Plan.  An Affiliate of the Company may adopt this Plan only with the
approval of the Board.  By adopting this Plan, the Affiliate shall be
deemed to have agreed to assume the obligations and liabilities imposed upon it
by this Plan, agreed to comply with all of the other terms and provisions of
this Plan, delegated to the Plan Administrator, the Benefits Department, the
Benefits Governance Committee, and the Human Resources and Compensation
Committee the power and responsibility to administer this Plan with respect to
the Affiliate’s employees, and delegated to the Company the full power to amend
or terminate this Plan with respect to the Affiliate’s employees.

     

    ARTICLE
III

    DEFERRALS AND
CREDITS

     

    3.1    
Supplemental
Deferral Agreement.  In order to make Supplemental Deferrals
for a particular Plan Year, a Participant must affirmatively elect to
participate in this Plan for the applicable Plan Year in accordance with Section
2.3 (Election to
Participate) and must execute a Supplemental Deferral Agreement in the
form prescribed by the Benefits Department from time to time.  In the
Supplemental Deferral Agreement, the Participant shall agree to reduce his
Compensation in exchange for a Supplemental Deferral in the same
amount.  The Supplemental Deferral Agreement shall be delivered to the
Benefits Department by the time specified in Section 3.2(b) (Supplemental Deferrals –
Timing of Elections).

     

    3.2    
Supplemental
Deferrals.

     

    (a) Amount.  Any
Participant who has elected to participate in this Plan for a particular Plan
Year may elect to defer, pursuant to a Supplemental Deferral Agreement, the
receipt of all or any portion (designated in whole percentages) of the
Compensation otherwise payable to him or her by the Company or an Adopting
Affiliate for the Plan Year.  The amount deferred pursuant to this
paragraph (a) shall be allocated to the Supplemental Deferral Account
maintained for the Participant.

     

    (b) Timing of
Elections.  As a general rule, the Supplemental Deferral
Agreement shall be signed by the Participant and delivered to the Benefits
Department prior to the beginning of the Plan Year in which the Compensation to
be deferred is otherwise payable to the Participant.  The Supplemental
Deferral Agreement will be effective only for a single Plan Year.  A
new Supplemental Deferral Agreement will be required if the Participant chooses
to participate in this Plan for any later Plan Year.  For the Plan
Year in which a Participant first becomes eligible to participate in the Plan,
the Participant may elect to participate in this Plan and to make Supplemental
Deferrals of Compensation with respect to services to be performed 

     

    
      
        
        

      

      
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    subsequent
to the date of the election by signing and delivering a Supplemental Deferral
Agreement within 30 days after the date the Participant becomes eligible to
participate in the Plan.  An election made by a Participant shall be
irrevocable with respect to the Plan Year covered by the election.

     

    3.3    
Matching
and Standard Credits.  If a Participant has elected to
participate in this Plan for a particular Plan Year, the Recordkeeper shall
allocate Matching and Standard Credits to the Participant’s Matching Credit
Account and Standard Credit Account.  The Matching or Standard Credits
are in lieu of any Matching or Standard Contribution pursuant to the After-Tax
Retirement Plan, since the employee must decline to participate in the After-Tax
Retirement Plan in order to participate in this Plan for any Plan
Year.

     

    (a) Matching
Credit.  The Matching Credit shall be in an amount equal to 75%
of the first six percent of Compensation deferred by the Participant to the Plan
pursuant to a Supplemental Deferral Agreement.  A Participant shall be
eligible to receive a Matching Credit under this Plan only if such Participant
has met the service requirements necessary to receive RSP Matching Contributions
for that Plan Year.

     

    (b) Standard
Credit.  The Standard Credit shall be an amount equal to
(i) the RSP Employer Contribution that would have been made on the
Participant’s behalf to the RSP for the Plan Year if the contributions were not
limited by the Code (including, particularly, the limitations imposed by
Sections 401(a)(17) and 415 of the Code), reduced by (ii) the RSP
Employer Contribution actually made to the RSP on behalf of the Participant for
the Plan Year.  A Participant shall be eligible to receive a Standard
Credit under this Plan only if such Participant has met the service requirements
necessary to receive RSP Employer Contributions for that Plan Year.

     

    3.4    
Supplemental
Credits.

     

    (a) General
Rule.  If an Eligible Officer elects to participate in this
Plan for a particular Plan Year, the Plan Administrator shall instruct the
Recordkeeper to allocate Supplemental Credits to the Eligible Officer’s
Supplemental Credits Account as of December 1 of that Plan
Year.  The Supplemental Credit shall be an amount calculated by the
Plan Administrator to be necessary to provide the Eligible Officer with
retirement income equal to a specified percentage (the “Replacement Income
Percentage”) of the Eligible Officer’s anticipated pre-retirement
income.  The relevant Replacement Income Percentage will be determined
by the Plan Administrator, with the advance advice and consent of the Human
Resources and Compensation Committee, and will be set forth in a letter or other
written instrument provided by the Plan Administrator to the Eligible
Officer.  The Replacement Income Percentage may be modified from time
to time in the same manner.  In determining the Replacement Income
Percentage for a particular Eligible Officer, the Plan Administrator, and the
Human Resources and Compensation Committee, will act in their discretion and
will not be bound by the Replacement Income Percentage determined for any other
current or former Eligible Officer.  The Supplemental Credit is in
lieu of any supplemental contributions pursuant to the After-Tax Retirement Plan
for the same Plan Year, since the Eligible Officer must decline to participate
in the After-Tax Retirement Plan in order to participate in this Plan for any
Plan Year.

     

    
      
        
        

      

      
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    (b) Determination
of Supplemental Credit.  The Plan Administrator’s calculation
of the Supplemental Credit shall be made on the basis of advice received by an
actuarial or other consultant retained by the Plan Administrator and with the
advice and consent of the Human Resources and Compensation
Committee.  In determining the amount of the Supplemental Credits
necessary to achieve the desired Replacement Income Percentage, anticipated
retirement income from the following sources shall be
considered:  (1) amounts attributable to Company credits to this
Plan (including earnings on such amounts); (2) amounts attributable to
Company contributions to the RSP (including earnings on such amounts);
(3) benefits provided pursuant to the PNM Resources, Inc. Employees’
Retirement Plan; (4) benefits provided pursuant to the After-Tax Retirement
Plan and any supplemental employee retirement plans or agreements (“SERPs”)
entered into by the Eligible Officer and the Company or an Affiliate;
(5) benefits provided pursuant to the Social Security Act; and
(6) amounts provided pursuant to other employers’ benefit
plans.  When determining the amount of the Supplemental Credits, the
Plan Administrator shall use actuarial assumptions (interest and mortality),
compensation assumptions, rate of return assumptions and such other assumptions
as it deems appropriate.  The Plan Administrator will review these
assumptions periodically and may change these assumptions as it deems
appropriate.  The assumptions used will have a significant impact on
the amount of the Supplemental Credits.  Because these assumptions
(and the Replacement Income Percentage) may be altered at any time as described
above, no Eligible Officer will have a contractual or other right to any
particular level or amount of Supplemental Credit for any Plan Year until such
Supplemental Credit is actually declared and allocated to the Eligible Officer’s
Supplemental Credit Account.

     

    (c) Termination
During the Plan Year.  An Eligible Officer must be employed on
December 1 of the relevant Plan Year in order to receive the Supplemental
Credit called for by Section 3.4 (Supplemental Credits)
for that Plan Year.  Notwithstanding the foregoing, if an Eligible
Officer incurs a Separation from Service before December 1 of any Plan Year
due to (1) Separation from Service after reaching Normal Retirement Date;
(2) Disability; or (3) death of the Eligible Officer, the Eligible
Officer shall receive a pro-rata Supplemental Credit (considering the time
elapsed between December 1 of the prior Plan Year and the date of the
Eligible Officer’s Separation from Service as compared to 365 days) within
thirty (30) days of the Eligible Officer’s Separation from
Service.  For example, if an Eligible Officer terminates employment on
June 1, 2009 due to retirement, the Eligible Officer will receive 50% of
the Supplemental Credits for the 2009 Plan Year and that amount will be credited
to the Eligible Officer’s Supplemental Credit Account by July 1,
2009.

     

    3.5    
Discretionary
Credits.  In its sole and absolute discretion, the Human
Resources and Compensation Committee may instruct the Recordkeeper to allocate
Discretionary Credits to a Participant’s Discretionary Credit Account at any
time during a Plan Year in any amount that the Human Resources and Compensation
Committee deems appropriate and on such terms and conditions (including deferred
vesting provisions) as the Human Resources and Compensation Committee deems
appropriate.  No Discretionary Credits may be allocated to a
Participant’s Discretionary Credit Account during a Plan Year unless the
Participant has elected to participate in the Plan for that Plan
Year.

     

    3.6    
Special
Change In Control Provisions.  If a Change in Control occurs
during a Plan Year for which a Participant has elected to participate in this
Plan and the Participant is 

     

    
      
        
        

      

      
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    entitled
to receive retention benefits under the Officer Retention Plan or the Employee
Retention Plan, such Participant also shall be entitled to receive the following
additional credits under this Plan:

     

    (a) Matching
and Standard Credits.  The additional Matching and Standard
Credits shall be in an amount equal to the Matching and Standard Credits
allocated to the Participant in the prior Plan Year times the applicable
multiplier set forth in the Retention Plan in which the Participant
participates.  For example, if a Change in Control occurs on
July 1, 2009 and a Participant is eligible to receive benefits under the
Officer Retention Plan during 2009 as a “Class I Officer,” such Participant
shall receive Matching Credits and Standard Credits equal to three times the
Matching Credits and three times the Standard Credits that were allocated to the
Participant’s Accounts for 2008.  These additional Matching Credits
and Standard Credits will be allocated to the Participant’s Accounts on the day
on which benefits are paid to the Participant pursuant to the Officer Retention
Plan or Employee Retention Plan, as applicable.  If a Participant was
not eligible to participate in the Plan or the After-Tax Retirement Plan in the
prior Plan Year, such Participant’s Matching and Standard Credits due pursuant
to this Section 3.6(a) shall be in the amounts set forth in paragraphs (1) and
(2) below.

     

    (1) Matching
Credits.  A Participant who was not eligible to participate in
this Plan or the After-Tax Retirement Plan in the prior Plan Year shall receive
a Matching Credit equal to the product of (i) such Participant’s annualized
Compensation for the current Plan Year, multiplied by (ii) the Participant’s
Supplemental Deferral percentage for the current Plan Year (not to exceed 6%),
multiplied by (iii) 75% and then multiplied by (iv) the applicable
multiplier set forth in the Retention Plan in which the Participant
participates.  These additional Matching Credits will be allocated to
the Participant’s Accounts on the day on which benefits are paid to the
Participant pursuant to the Officer Retention Plan or Employee Retention Plan,
as applicable.

     

    (2) Standard
Credits.  A Participant who was not eligible to participate in
this Plan or the After-Tax Retirement Plan in the prior Plan Year also shall
receive a Standard Credit equal to the product of (i) the RSP Employer
Contribution that would have been made on the Participant’s behalf to the RSP
for the current Plan Year, based on the Participant’s annualized Compensation,
if the contribution were not limited by the Code (including, particularly, the
limitations imposed by Sections 401(a)(17) and 415 of the Code), reduced by
(ii) the RSP Employer Contribution actually made to the RSP on behalf of
the Participant, annualized, and then multiplied by (iii) the applicable
multiplier set forth in the Retention Plan in which the Participant
participates.  These additional Standard Credits will be allocated to
the Participant’s Accounts on the day on which benefits are paid to the
Participant pursuant to the Officer Retention Plan or Employee Retention Plan,
as applicable.

     

    (b) Supplemental
Credits.  The additional Supplemental Credits shall be in an
amount equal to the Supplemental Credits allocated to the Eligible Officer in
the prior Plan Year times the applicable multiplier set forth in the Officer
Retention Plan.  For example, if a Change in Control occurs on
July 1, 2009 and the Eligible Officer is eligible for benefits under the
Officer Retention Plan during 2009 as a “Class I Officer,” such Eligible
Officer shall receive a Supplemental Credit that is equal to three times the
Supplemental Credits that were allocated to the Participant’s account as of
December 1, 2008.  If an Eligible Officer was not eligible for


     

    
      
        
        

      

      
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    Supplemental
Credits in the prior Plan Year, such Eligible Officer’s Supplemental Credits
shall equal the amount of the Supplemental Credits determined by the Plan
Administrator pursuant to Section 3.4 (Supplemental Credits)
for the Plan Year in which the Change in Control occurs times the applicable
multiplier set forth in the Retention Plan in which the Eligible Officer
participates.  These additional Supplemental Credits will be allocated
to the Eligible Officer’s Accounts on the day on which benefits are paid to the
Eligible Officer pursuant to the Officer Retention Plan.

     

    (c) Coordination
with the After-Tax Retirement Plan.  If the Eligible Officer
was participating in the After-Tax Retirement Plan, rather than this Plan,
during the prior Plan Year referred to in Section 3.6(a) or 3.6(b) above, the
Matching, Standard and Supplemental Credits due pursuant to Section 3.6(a) or
3.6(b) shall be determined with reference to the applicable contribution under
the After-Tax Retirement Plan rather than the credit pursuant to this
Plan.  The additional credit due pursuant to this Section is in lieu
of any similar contributions pursuant to the After-Tax Retirement Plan, since
the eligible employee must decline to participate in the After-Tax Retirement
Plan in order to participate in this Plan for any Plan Year.  In
determining whether an eligible employee is entitled to receive credits pursuant
to this Section rather than contributions pursuant to the After-Tax Retirement
Plan, the determining factor is whether the eligible employee is a Participant
in this Plan rather than the After-Tax Retirement Plan for the Plan Year in
which the Change of Control occurs.  As a result, if the Change in
Control occurs during a Plan Year in which the eligible employee is a
Participant in this Plan, the credits called for by this Section will be made to
the Participant’s Account in this Plan even if the Participant has elected to
participate in the After-Tax Retirement Plan for the Plan Year in which the
Separation from Service occurs.

     

    3.7    
Benefits
Not Contingent.  Deferrals and credits for any Participant
under this Plan are not increased or decreased to the extent a Participant makes
or does not make deferrals under the RSP.

     

    3.8    
Allocation
Among Affiliates.  Each Adopting Affiliate shall bear the costs
and expenses of providing benefits accrued by its employee-Participants during
periods while they are employed by that Adopting Affiliate.  Such
costs and expenses shall be allocated among the Adopting Affiliates in
accordance with (a) agreements entered into between the Company and any
Adopting Affiliate, or (b) in the absence of such an agreement, procedures
adopted by the Company.

     

    ARTICLE
IV

    VESTING

     

    4.1    
Vesting
in the Supplemental Deferral Account, the Matching Credit Account and the
Standard Credit Account.  Each Participant shall at all times
be fully vested in all amounts credited to or allocable to his Supplemental
Deferral Account, Matching Credit Account, Standard Credit Account and (except
as noted below) Discretionary Credit Account and his rights and interest therein
shall not be forfeitable for any reason.  Consistent with Section 3.5
(Discretionary
Credits), the Human Resources and Compensation Committee, in the exercise
of its discretion, may impose vesting conditions on all or part of the amounts
credited to the Discretionary Credit Account.  

     

    
      
        
        

      

      
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    4.2    
Vesting
in the Supplemental Credit Account.  The Supplemental Credits
for any Plan Year 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, 2008, that amount
will fully vest on December 1, 2010 and if a Supplemental Credit is
allocated to a Participant’s Supplemental Credit Account on December 1,
2009, that amount will fully vest on December 1, 2011, and so
on.  

     

    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
Eligible Officer’s 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 an
Eligible Officer Separates from Service before becoming vested in his
Supplemental Credits, the Eligible Officer’s Supplemental Credits under this
Plan will be forfeited.

     

    4.3    
Acceleration
of Vesting.  In its sole and absolute discretion, the Human
Resources and Compensation Committee may accelerate the vesting of any
Participant’s Supplemental Credit Account.  

     

    ARTICLE
V

    ADJUSTMENT OF
ACCOUNTS

     

    5.1    
Adjustment
of Accounts.  Except as otherwise provided elsewhere in the
Plan, as of each Valuation Date, each Participant’s Accounts will be adjusted to
reflect deferrals and credits under Article III (Deferrals and
Credits) and the positive or negative rate of return on the Investment
Funds selected by the Participant pursuant to Section 5.2(b) (Investment Direction –
Participant Directions).  The rate of return will be determined
by the Recordkeeper pursuant to Section 5.2(f) (Investment Direction – Rate
of Return) and will be credited or charged in accordance with written
policies applied to all Participants.  While the Accounts will be
adjusted as of each Valuation Date, the Recordkeeper shall only post the
adjustments as of the last business day of each month.

     

    
      
        
        

      

      
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    5.2    
Investment
Direction.

     

    (a) Investment
Funds.  Each Participant may direct the hypothetical investment
of amounts credited to his Accounts in one or more of the Investment
Funds.  The Investment Funds shall include a Company Stock Fund and
such other investment funds as may be available under the RSP.  The
Investment Funds may be changed from time to time by the Company’s Corporate
Investment Committee, in its discretion.

     

    (b) Participant
Directions.  Each Participant may direct that all of the
amounts attributable to his Accounts be invested in a single Investment Fund or
may direct that fractional (percentage) increments of his Accounts be invested
in such fund or funds as he shall desire in accordance with such procedures as
may be established by the Company’s Corporate Investment
Committee.  Unless the Corporate Investment Committee prescribes
otherwise, such procedures shall mirror the procedures established under the RSP
for participant investment direction except that any limitations or caps imposed
on investment in a company stock fund under the RSP shall not apply to
investment in the Company Stock Fund under the Plan.  A Participant’s
ability to direct investments into or out of the Company Stock Fund shall be
subject to such procedures as the Company’s General Counsel (or his delegate)
may prescribe from time to time to assure compliance with Rule 16b-3 promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended, and
other applicable requirements.  Such procedures also may limit or
restrict a Participant’s ability to make (or modify previously made)
elections.

     

    (c) Changes
and Intra-Fund Transfers.  Participant investment directions
may be changed, and amounts may be transferred from one hypothetical Investment
Fund to another, in accordance with the procedures established by the Company’s
Corporate Investment Committee (or, in the case of the Company Stock Fund, the
Company’s General Counsel) pursuant to Section 5.2(b) (Investment Direction –
Participant Directions).  The designation will continue until
changed by the timely submission of a new designation.

     

    (d) Default
Selection.  In the absence of any designation, a Participant
will be deemed to have directed the investment of his Accounts in such
Investment Funds as the Company’s Corporate Investment Committee, in its sole
and absolute discretion, shall determine.

     

    (e) Impact of
Election.  The Participant’s selection of Investment Funds
shall serve only as a measurement of the value of the Participant’s Accounts
pursuant to Section 5.1 (Adjustment of
Accounts) and this Section 5.2 and neither the Company nor the Plan
Administrator are required to actually invest a Participant’s Accounts in
accordance with the Participant’s selections.

     

    (f) Rate of
Return.  Accounts shall be adjusted on each Valuation Date to
reflect investment gains and losses as if the Accounts were invested in the
hypothetical Investment Funds selected by the Participants in accordance with
this Section 5.2 and charged with any and all reasonable expenses related
to the administration of the Plan including, but not limited to, the reasonable
expenses of carrying out the hypothetical investment directions related to each
account.  The earnings and losses determined by the Recordkeeper in
good faith and in its discretion pursuant to this Section shall be binding and
conclusive on the Participant, the Participant’s beneficiary and all parties
claiming through them.

     

    
      
        
        

      

      
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    (g) Charges.  The
Plan Administrator may direct the Recordkeeper to charge each Participant’s
accounts for the reasonable expenses of carrying out investment instructions
directly related to such accounts.

     

    5.3    
Special
Company Stock Fund Provisions.

     

    (a) General.  A
Participant’s interest in the Company Stock Fund shall be expressed in whole and
fractional hypothetical units of the Company Stock Fund.  As a general
matter, the Company Stock Fund shall track an investment in Company Stock in the
same manner as the RSP’s company stock fund.  Accordingly, the value
of a unit in the Plan’s Company Stock Fund shall be the same as the value of a
unit in the RSP’s company stock fund.

     

    (b) Dividends
and Stock Splits.  If a cash dividend is declared on Company
Stock, the hypothetical equivalent cash dividends attributable to the notional
shares held in the Company Stock Fund shall be “reinvested” into the Company
Stock Fund.  If a stock dividend or share split is declared with
respect to Company Stock, a hypothetical equivalent stock dividend or stock
split attributable to the notional shares held in the Company Stock Fund, or any
hypothetical securities issued with respect to the Company Stock Fund, shall be
allocated to the Company Stock Fund.  All such hypothetical dividends
(cash or stock) or stock splits shall be reflected appropriately in the
Participant’s Accounts.

     

    5.4    
Compliance
with Securities Laws.  Any election by a Participant to
hypothetically invest any amount in the Company Stock Fund, and any elections to
transfer amounts from or to the Company Stock Fund to or from any other
Investment Fund, shall be subject to all applicable securities law requirements,
including but not limited to Rule 16b-3 of the Securities Exchange Act of 1934,
as amended, promulgated by the Securities Exchange Commission.  To the
extent that any election violates any securities law, rule or regulation, the
election shall be void.

     

    ARTICLE
VI

    DISTRIBUTIONS

     

    6.1    
Distribution
Events.  A Participant shall be entitled to a distribution of
his Accounts on the earliest of the following to occur:

     

    (a) Separation
from Service.  Following a Participant’s Separation from
Service for any reason other than death, the Participant’s vested interest in
the Plan will be distributed to the Participant at the time and in the manner
provided in Sections 6.4(a) (Timing of Distributions –
Separation from Service, Disability and Death) and 6.2(a) (Form of Distribution –
Distributions on Separation from Service and Disability).

     

    (b) Disability.  A
Participant shall be entitled to full distribution of his vested interest in the
Plan, at the time and in the manner provided in Sections 6.4(a) (Timing of Distributions –
Separation from Service, Disability and Death) and 6.2(a) (Form of Distribution –
Distributions on Separation from Service and Disability), if the
Participant becomes Disabled.

     

    (c) Death.  If
a Participant dies prior to receiving his entire interest in the Plan, the
Participant’s Accounts will be distributed to the Participant’s beneficiary at
the time 

     

    
      
        
        

      

      
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    and in
the manner provided in Sections 6.4(a) (Timing of Distributions –
Separation from Service, Disability and Death) and 6.2(b) (Form of Distribution –
Distributions on Death).

     

    (d) Specified
Date.  A Participant shall be entitled to distribution of all
or a portion of his vested interest in the Plan, at the time and in the manner
provided in Sections 6.4(b) (Timing of Distributions –
Specified Date) and 6.2(c) (Form of Distribution –
Distributions on Specified Date).

     

    6.2    
Form of
Distribution.

     

    (a) Distributions
on Separation from Service and Disability.  Subject to Section
6.2(e) (Form of
Distribution – Distribution of Small Amounts), upon a Participant’s
Separation from Service or Disability as described in Section 6.1(a) (Distribution Events –
Separation from Service) and 6.1(b) (Distribution Events –
Disability), the Participant’s Accounts shall be distributed to the
Participant in a single lump sum payment, installments over a specified period
of time, or in the form of an annuity.  Installments and annuity
distributions shall be subject to such uniform rules and procedures as may be
adopted by the Plan Administrator from time to time, which rules and procedures
shall be reflected in the Distribution Election Form or other forms prescribed
by the Benefits Department.  At all times, the right to each
installment payment made pursuant to this Section 6.2(a) shall be treated as the
right to a series of separate payments within the meaning of Treas. Reg.
§ 1.409A-2(b)(2)(iii).  All annuity forms offered under the Plan
shall be actuarially equivalent to a single life annuity.  If the
Participant elects to receive an annuity distribution, the Participant shall be
permitted to select among the available annuities at any time up to thirty (30)
days before the first payment is due.  A Participant also may change
any previous annuity election at any time up to thirty (30) days before the
first payment is due.

     

    The
method of payment and the timing of payment shall be selected by the Participant
in the initial Distribution Election Form (which may be contained in and be a
part of a Supplemental Deferral Agreement) submitted by the Participant to the
Benefits Department on entry into the Plan.  A Participant may change
his distribution election with respect to future years by filing a new
Distribution Election Form with the Benefits Department prior to the first day
of the first year to which the election relates.  A Participant may
change elections with respect to the current or a prior year in accordance with
Section 6.2(f) (Form of Distribution –
Changes in Time and Form of Distribution).  If a revised
Distribution Election Form is not honored because it was not timely filed,
distributions shall be made pursuant to the most recent valid Distribution
Election Form filed by the Participant.  If no valid Distribution
Election Form exists, the Participant’s Accounts will be distributed in a single
lump sum.

     

    (b) Distributions
on Death.  In the event of a Participant’s death prior to
Separation from Service, the Participant’s Accounts shall be distributed to the
Participant’s beneficiary in a single lump sum payment.  Similarly, if
a Participant dies while receiving installment payments under this Plan or after
Separation from Service but prior to the commencement of the Participant’s
benefit payments, the balance of the Participant’s Accounts shall be paid to the
Participant’s beneficiary in the form of a lump sum payment.  If a
Participant dies after annuity payments have commenced, whether any payments are
due to the beneficiary, 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    and the
form in which those payments will be made, will be determined based on the form
of annuity selected by the Participant.

     

    (c) Distributions
on Specified Date.  If a Participant elects to receive all or a
portion of his Accounts on a specified date as described in Section 6.1(d)
(Distribution Events –
Specified Date), the Participant’s Accounts shall be distributed to the
Participant in a single lump sum payment or in substantially equal installments
over a period not exceeding five years.    Installment
distributions shall be subject to such uniform rules and procedures as may be
adopted by the Plan Administrator from time to time, which rules and procedures
shall be reflected in the Distribution Election Form or other forms prescribed
by the Benefits Department.  At all times, the right to each
installment payment made pursuant to this Section 6.2(c) shall be treated as the
right to a series of separate payments within the meaning of Treas. Reg.
§ 1.409A-2(b)(2)(iii).  If a Participant has commenced receiving
all or a portion of his Accounts in installment payments pursuant to this
Section 6.2(c) at the time of the Participant’s Separation from Service or
Disability, the Participant will continue receiving such amounts in installment
payments following the date of the Participant’s Separation from Service or
Disability.  The portion, if any, of the Participant’s Accounts which
is not being distributed in installment payments pursuant to an election made
pursuant to Section 6.1(d) (Distribution Events –
Specified Date) shall be distributed in accordance with the remaining
provisions of Section 6.1 (Distribution
Events).

     

    The
method of payment and the timing of payment shall be selected by the Participant
in the initial Distribution Election Form (which may be contained in and be a
part of a Supplemental Deferral Agreement) submitted by the Participant to the
Benefits Department on entry into the Plan.  A Participant may change
his distribution election with respect to future years by filing a new
Distribution Election Form with the Benefits Department prior to the first day
of the first year to which the election relates.  A Participant may
change elections with respect to the current or a prior year in accordance with
Section 6.2(f) (Form of Distribution –
Changes in Time and Form of Distribution).  If a revised
Distribution Election Form is not honored because it was not timely filed,
distributions shall be made pursuant to the most recent valid Distribution
Election Form filed by the Participant.  If no valid Distribution
Election Form exists, the Participant’s Accounts will be distributed in a single
lump sum.

     

    (d) Distributions
of Company Stock Fund.  The portion of a Participant’s Accounts
that is allocated to the Company Stock Fund shall be distributed in the form of
distribution (e.g.,
lump sum, installments or annuity) elected by the Participant pursuant to
Section 6.2(a) and/or Section 6.2(c) above in cash or in whole shares of Company
Stock (with fractional shares paid for in cash) as elected by the
Participant.  Only amounts actually invested in the Company Stock Fund
for the one-year period prior to the distribution, however, may be distributable
in Company Stock.  Notwithstanding the foregoing, if a Participant
elects to receive a distribution of his Accounts in the form of an annuity as
described in Section 6.2(a), the portion of his Accounts that is allocated to
the Company Stock Fund shall be paid in cash rather than Company Stock, despite
any elections to the contrary.  The portion of his Accounts that is
allocated to the Participant’s Company Stock Fund shall be liquidated and used
to purchase the annuity.  The election to receive cash or Company
Stock shall be made at the time and in the manner provided in the form
prescribed by the Benefits Department from time to time for that
purpose.  Any election made by a Participant pursuant to this Section
with respect to a distribution from the Company Stock Fund shall be subject to
all applicable securities law 

     

    
      
        
        

      

      
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    requirements,
including, but not limited to, Rule 16b-3.  Any election that may not
be implemented due to the lack of any available exemption shall be
void.  The Benefits Department may then make the distribution in any
fashion that will not result in a violation of any applicable securities law
requirements.  The Benefits Department also may delay the distribution
if necessary.  An exemption to the securities law requirements that is
only available with the prior approval of the Board, the shareholders, or some
other individual or individuals shall not be considered to be available unless
such approval is actually granted in a timely manner.

     

    (e) Distribution
of Small Amounts.  Notwithstanding any provision in this Plan
to the contrary, in the event that the amount credited to the Participant’s
Accounts as of the date his or her payments commence is less than the applicable
dollar amount under Section 402(g)(1)(B) of the Code ($16,500 for 2009), the
Benefits Governance Committee may elect to pay the amount credited to the
Participant’s Accounts in a lump sum payment.  The Benefits Governance
Committee must inform the Participant in writing on or before the date of a
distribution pursuant to this Section that the Committee has elected to
distribute the Participant’s Accounts pursuant to this Section.  Any
payment to a Participant pursuant to this Section must represent the complete
liquidation of the Participant’s interest in the Plan.

     

    (f) Changes
in Time and Form of Distribution.  A new Distribution Election
Form that changes the time or form of payment for amounts attributable to future
years may be filed with the Benefits Department prior to the first day of the
first year to which the election relates.  A new Distribution Election
Form that delays the time of a payment previously elected by a Participant or
the form of payment previously selected by a Participant will be honored only if
the following requirements are met:

     

    (1) The new
form will not take effect until at least 12 months after the date on which the
new form is filed with the Benefits Department; and

     

    (2) The
election may not be made less than 12 months prior to the date of the first
scheduled payment; and

     

    (3) In the
case of an election related to a payment not related to the Participant’s
Disability or death, the first payment with respect to which the election is
made must be deferred for a period of not less than five years from the date
such payment would otherwise be made.

     

    The
provisions of this paragraph are intended to comply with Section 409A(a)(4)(C)
of the Code and shall be interpreted in a manner consistent with the
requirements of such section and any regulations, rulings or other guidance
issued pursuant thereto.  As provided in Section 6.8 (Ban on Acceleration of
Benefits), distributions may not be accelerated.

     

    (g) Changes
to Distribution Elections Prior to December 31,
2008.  Notwithstanding any provision herein to the contrary, a
Participant may file a new Distribution Election Form on or before December 31,
2008 in which the Participant elects to change the time of a payment elected by
a Participant or the form of payment elected by the Participant, provided that
such change in election may apply only to amounts payable in 2009 or later and
provided further that such change in election does not cause an amount to be
paid in 2008 that would not 

     

    
      
        
        

      

      
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    otherwise
be payable in 2008.  Any change in election made pursuant to this
Section 6.2(g) will not be subject to the restrictions set forth in Section
6.2(f) (Form of
Distribution – Changes in Time and Form of Distribution).

     

    6.3    
Amount of
Distribution.  The amount distributed to a Participant shall
equal the sum of the vested amounts credited to the Participant’s Accounts as of
the quarterly Valuation Date preceding the date of the
distribution.  For purposes of this Plan, a “quarterly Valuation Date”
is a Valuation Date that coincides with the last business day of a calendar
quarter.  If distributions are to be made in installments, the
Participant’s Accounts will continue to be adjusted in accordance with Article V
(Adjustment of
Accounts) until the full Account balance has been
distributed.  Amounts invested in the Company Stock Fund that are
distributed in cash shall be valued at the fair market value of the Company
Stock on the relevant Valuation Date.  Similarly, amounts that are
distributed in the form of Company Stock shall be valued at the fair market
value of the Company Stock on the relevant Valuation Date.

     

    6.4    
Timing of
Distributions.  Distributions will be made on the earliest of
the following to occur:  

     

    (a) Separation
from Service, Disability and Death.  As a general rule, funds
will be distributed within ninety (90) days following (a) the Participant’s
Separation from Service for any reason (including death) or Disability, or
(b) in the case of a Participant who is a Specified Employee, the date
which is six months after the Participant’s Separation from
Service.  The Participant may not elect the taxable year of the
distribution.  The six-month delay for a Specified Employee does not
apply if the Specified Employee dies or becomes
Disabled.  Notwithstanding the foregoing, a Participant may elect to
defer the distribution of funds in accordance with Section 6.2 (Form of
Distribution).

     

    (b) Specified
Date.  A Participant shall be entitled to a distribution of all
or a portion of his vested interest in the Plan on the specified date chosen in
the Supplemental Deferral Agreement filed with the Plan Administrator in
accordance with Section 3.1 (Supplemental Deferral
Agreement) or in an election form filed with the Plan Administrator
pursuant to Section 6.2(f) (Form of Distribution –
Changes in Time and Form of Distribution) or Section 6.2(g) (Form of Distribution –
Changes to Distribution Elections Prior to December 31, 2008), as
the case may be.  The specified date distribution chosen by a
Participant pursuant to Section 6.2(g) (Form of Distribution –
Changes to Distribution Elections Prior to December 31, 2008) must
be on or after January 1, 2009.  For amounts credited to a
Participant’s Accounts on or after January 1, 2009, the specified date
distribution chosen by a Participant may not be prior to the date that all
amounts credited for the relevant Plan Year, including Supplemental Credits, if
any, are fully vested.

     

    Payment
to a Participant who has chosen to receive a distribution on a specified date
pursuant to Section 6.1(d) (Distribution Events –
Specified Date) shall be made within ten (10) business days following the
specified date chosen by the Participant.  Any amounts which are
credited to the Participant’s Accounts or become vested after the specified date
chosen by the Participant will be distributed to the Participant upon the
Participant’s Separation from Service as described in Section 6.1(a) (Distribution Events –
Separation from Service), Disability as 

     

    
      
        
        

      

      
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    described
in Section 6.1(b) (Distribution Events –
Disability) or death as described in Section 6.1(c) (Distribution Events –
Death).

     

    6.5    
Beneficiary
Designation.  If a Participant should die before receiving a
full distribution of his or her Accounts, distribution shall be made to the
beneficiary designated by the Participant.  If a Participant has not
designated a beneficiary, or if no designated beneficiary is living on the date
of distribution, such amounts shall be distributed to those persons entitled to
receive distributions of the Participant’s Accounts under the
RSP.  The distributions made under this Plan shall be made in a lump
sum.

     

    6.6    
Withholding.  All
distributions will be subject to all applicable tax and withholding
requirements.

     

    6.7    
Deductibility.  All
amounts distributed from the Plan are intended to be deductible by the Company
or the appropriate Adopting Affiliate.  If all or any portion of a
distribution will not be deductible under Section 162(m) of the Code, the
payment will be delayed until the first year in which it is
deductible.  

     

    6.8    
Ban on
Acceleration of Benefits.  Notwithstanding any other provision
of this Plan to the contrary, neither the time nor the schedule of any payment
under the Plan may be accelerated or subject to a further deferral except as
provided in Treas. Reg. § 1.409A-3(j)(4).

     

    6.9    
Distributions
Treated as Made Upon a Designated Event.  If the Company or any
Adopting Affiliate fails to make any distribution, either intentionally or
unintentionally, within the time period specified in the Plan, but the payment
is made within the same calendar year, such distribution will be treated as made
within the time period specified in the Plan pursuant to Treas. Reg. §
1.409A-3(d).  In addition, if a distribution is not made due to a
dispute with respect to such distribution, the distribution may be delayed in
accordance with Treas. Reg. § 1.409A-3(g).  

     

    ARTICLE
VII

    TRANSFERS FROM ESP
I

     

    7.1    
Combination with ESP
I.  As of the Combination Effective Date, the ESP I shall be
combined with the Plan, with the Plan being the surviving plan.  As of
the Combination Effective Date, all ESP I liabilities shall be transferred to
and assumed by the Plan.  All liabilities transferred from the ESP I
shall be credited to the accounts established pursuant to this Plan in
accordance with Section 7.2 (Accounting) of this
Plan.  As of the Combination Effective Date, any right, claim or other
entitlement that an individual had pursuant to the ESP I shall be a right, claim
or entitlement under this Plan and shall be paid in accordance with the terms
and provisions of this Plan.  As of the Combination Effective Date, no
individual shall have any right, claim or other entitlement pursuant to the ESP
I.  Notwithstanding the foregoing, any distribution elections made
pursuant to the ESP I shall remain in effect unless changed by the Participant
pursuant to the terms of the Plan.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    7.2    
Accounting.  Following
the combination of ESP I with and into the Plan, the account balances
transferred to this Plan from the ESP I shall be allocated to the appropriate
Participants’ accounts in accordance with the following rules: 

     

    (a) Participant
supplemental deferrals made on behalf of a participant pursuant to ESP I will be
allocated to the Participant’s Supplemental Deferral Account under this
Plan;

     

    (b) Any
matching credits made on behalf of a participant pursuant to ESP I will be
allocated to the Participant’s Matching Credit Account under this
Plan;

     

    (c) Any
standard credits made on behalf of a participant pursuant to ESP I will be
allocated to the Participant’s Standard Credit Account under this Plan;
and

     

    (d) Any
discretionary credits made on behalf of a participant in the ESP I will be
allocated to the Participant’s Discretionary Credit Account under this
Plan.

     

    ARTICLE
VIII

    ADMINISTRATION OF THE
PLAN

     

    8.1    
General
Powers and Duties.

     

    (a) General.  The
Plan Administrator shall perform the duties and exercise the powers and
discretion given to it in this Plan document and its decisions and actions shall
be final and conclusive as to all persons affected thereby.  The
Company and the Adopting Affiliates shall furnish the Plan Administrator with
all data and information that the Plan Administrator may reasonably require in
order to perform its functions.  The Plan Administrator may rely
without question upon any such data or information.

     

    (b) Disputes.  Any
and all disputes that may arise involving Participants or beneficiaries shall be
referred to the Plan Administrator and its decision shall be
final.  Furthermore, if any question arises as to the meaning,
interpretation or application of any provisions of this Plan, the decision of
the Plan Administrator shall be final.

     

    (c) Agents.  The
Plan Administrator may engage agents, including actuaries, to assist it and may
engage legal counsel who may be counsel for the Company.  The Plan
Administrator shall not be responsible for any action taken or omitted to be
taken on the advice of such counsel, including written opinions or certificates
of any agent, counsel or actuary.

     

    (d) Insurance.  At
the Plan Administrator’s request, the Company shall purchase liability insurance
to cover the Plan Administrator in its activities as the Plan
Administrator.

     

    (e) Allocations.  The
Plan Administrator is given specific authority to allocate responsibilities to
the Benefits Department and to revoke such allocations.  When the Plan
Administrator has allocated authority pursuant to this paragraph, the Plan
Administrator is not to be liable for the acts or omissions of the party to whom
such responsibility has been allocated.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (f) Records.  The
Benefits Department shall supervise the establishment and maintenance of records
by the Recordkeeper, the Company and each Adopting Affiliate containing all
relevant data pertaining to any person affected hereby and his or her rights
under this Plan.  In addition, the Plan Administrator may, in its
discretion, establish a system for complete or partial electronic administration
of the Plan and may replace any written documents described in this Plan with
electronic counterparts as it deems appropriate.

     

    (g) Interpretations.  The
Plan Administrator, in its sole discretion, shall interpret and construe the
provisions of the Plan (and any underlying documents or policies).

     

    (h) Accounts.  The
Plan Administrator (or Recordkeeper, as appropriate) shall combine the various
Accounts of a Participant if it deems such action
appropriate.  Furthermore, the Plan Administrator (or Recordkeeper, as
appropriate) shall divide a Participant’s Accounts into sub-accounts if it deems
such action appropriate.

     

    The
foregoing list of powers and duties is not intended to be exhaustive, and the
Plan Administrator shall, in addition, exercise such other powers and perform
such other duties as it may deem advisable in the administration of the Plan,
unless such powers or duties are assigned to another pursuant to the provisions
of the Plan.

     

    8.2    
Claims.

     

    (a) Initial
Claim.  A claim for benefits by a Participant, beneficiary or
any other person (all of whom are referred to in this Section as a “Claimant”)
under this Plan must be submitted to the Benefits Department.  The
Benefits Department will notify the Claimant of the disposition of the claim
within 90 days after the request is filed with the Benefits
Department.  The Benefits Department may have an additional period of
up to 90 days to decide the claim if the Benefits Department determines that
special circumstances require an extension of time to decide the claim and the
Benefits Department advises the Claimant in writing of the need for an extension
(including an explanation of the special circumstances requiring the extension)
and the date on which it expects to decide the claim.  If, following
the review, the claim is denied, in whole or in part, the notice of disposition
shall set forth:

     

    (1) the
specific reason(s) for denial of the claim;

     

    (2) reference
to the specific Plan provisions upon which the determination is
based;

     

    (3) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation of why such material or information is
necessary; and

     

    (4) an
explanation of the Plan’s appeal procedures, and an explanation of the time
limits applicable to the Plan’s appeal procedures, including a statement of the
Claimant’s right to bring a civil action under Section 502(a) of
ERISA.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (b) Appeal of
Adverse Benefit Determination.

     

    (1) Within 60
days after receiving the written notice of the disposition of the claim
described in paragraph (a), the Claimant, or the Claimant’s authorized
representative, may appeal such denied claim.  The Claimant may submit
a written statement of his claim (including any written comments, documents,
records and other information relating to the claim) and the reasons for
granting the claim to the Benefits Governance Committee.  The Benefits
Governance Committee shall have the right to request of and receive from the
Claimant such additional information, documents or other evidence as the
Benefits Governance Committee may reasonably require.  If the Claimant
does not request an appeal of the denied claim within 60 days after
receiving written notice of the disposition of the claim as described in
paragraph (a), the Claimant shall be deemed to have accepted the disposition of
the claim and such written disposition will be final and binding on the Claimant
and anyone claiming benefits through the Claimant, unless the Claimant shall
have been physically or mentally incapacitated so as to be unable to request
review within the 60-day period.  The appeal shall take into account
all comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such documents, records or
other information were submitted or considered in the initial benefit
determination or the initial review.

     

    (2) A
decision on appeal to the Benefits Governance Committee shall be rendered in
writing by the Benefits Governance Committee ordinarily not later than 60 days
after the Claimant requests review.  A written copy of the decision
shall be delivered to the Claimant.  If special circumstances require
an extension of the ordinary period, the Benefits Governance Committee shall so
notify the Claimant of the extension with such notice containing an explanation
of the special circumstances requiring the extension and the date by which the
Benefits Governance Committee expects to render a decision.  Any such
extension shall not extend beyond 60 days after the ordinary
period.  The period of time within which a benefit determination on
review is required to be made shall begin at the time an appeal is filed in
accordance with the provisions of paragraph (b)(1) above, without regard to
whether all the information necessary to make a decision on appeal accompanies
the filing.

     

    If the
appeal to the Benefits Governance Committee is denied, in whole or in part, the
decision on appeal referred to in the first sentence of this paragraph (2) shall
set forth:

     

    (i) the
specific reason(s) for denial of the claim;

     

    (ii) reference
to the specific Plan provisions upon which the denial is based;

     

    (iii) a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimant’s claim for benefits; and

     

    (iv) a
statement of the Claimant’s right to bring a civil action under
Section 502(a) of ERISA.

     

    (c) Right to
Examine Plan Documents and to Submit Materials.  In connection
with the determination of a claim, or in connection with review of a denied
claim or 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    appeal
pursuant to this Section 8.2, the Claimant may examine this Plan and any
other pertinent documents generally available to Participants relating to the
claim and may submit written comments, documents, records and other information
relating to the claim for benefits.  The Claimant also will be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the Claimant’s claim
for benefits with such relevance to be determined in accordance with
Section 8.2(d) (Claims –
Relevance).

     

    (d) Relevance.  For
purpose of this Section 8.2, documents, records, or other information shall
be considered “relevant” to a Claimant’s claim for benefits if such documents,
records or other information:

     

    (1) were
relied upon in making the benefit determination;

     

    (2) were
submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such documents, records or other
information were relied upon in making the benefit determination;
or

     

    (3) demonstrate
compliance with the administrative processes and safeguards required pursuant to
this Section 8.2 regarding the making of the benefit
determination.

     

    (e) Decisions
Final; Procedures Mandatory.  To the extent permitted by law, a
decision on review or appeal shall be binding and conclusive upon all persons
whomsoever.  To the extent permitted by law, completion of the claims
procedures described in this Section 8.2 shall be a mandatory precondition
that must be complied with prior to commencement of a legal or equitable action
in connection with the Plan by a person claiming rights under the Plan or by
another person claiming rights through such a person.  The Benefits
Governance Committee may, in its sole discretion, waive these procedures as a
mandatory precondition to such an action.

     

    (f) Time For
Filing Legal Or Equitable Action.  Any legal or equitable
action filed in connection with the Plan by a person claiming rights under the
Plan or by another person claiming rights through such a person must be
commenced not later than the earlier of:  (1) the expiration of
the shortest applicable statute of limitations provided by law; or (2) two
years from the date the written copy of the Benefits Governance Committee’s
decision on review is delivered to the Claimant in accordance with
Section 8.2(b) (Claims – Appeal of Adverse
Benefit Determination).

     

    ARTICLE
IX

    AMENDMENT

     

    9.1   
Amendment.  The
Company reserves the right to amend the Plan when, in the sole discretion of the
Company, such amendment is advisable.  Any such amendment shall be
made pursuant to a resolution of the Board (or its delegate) and shall be
effective as of the date of such resolution.  Notwithstanding any
provision of this Plan to the contrary, no amendment may be made if it will
result in a violation of Section 409A of the Code and any such amendment shall
at no time have any legal validity.  Although this Plan has been
designed to comply with 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    the
requirements of Section 409A of the Code, the Company specifically does not
warrant such compliance.

     

    9.2    
Effect of
Amendment.  Any amendment of this Plan shall apply
prospectively only and shall not directly or indirectly reduce the balance of
any Plan account as of the effective date of such amendment.

     

    9.3    
Termination.  It
is the expectation of the Company that this Plan will be continued
indefinitely.  However, continuance of the Plan is not assumed as a
contractual obligation of the Company and the right is reserved at any time to
terminate this Plan.  Except as otherwise determined by the Company in
compliance with Section 409A, the termination of the Plan shall not result
in an immediate payment to Plan Participants.  Rather, payments shall
only be made in accordance with the provisions of Article VI (Distributions).

     

    ARTICLE
X

    GENERAL
PROVISIONS

     

    10.1   
Participant’s
Rights Unsecured.  The Plan at all times shall be entirely
unfunded and no provision shall at any time be made with respect to segregating
any assets of the Company for payment of any distributions
hereunder.  The right of a Participant or his or her designated
beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Company, and neither the Participant nor a
designated beneficiary shall have any rights in or against any specific assets
of the Company.  All amounts credited to a Participant’s Accounts
shall constitute general assets of the Company and may be disposed of by the
Company at such time and for such purposes as it may deem
appropriate.  Nothing in this Section shall preclude the Company from
establishing a “Rabbi Trust,” but the assets in the Rabbi Trust must be
available to pay the claims of the Company’s general creditors in the event of
the Company’s insolvency.

     

    10.2   
No
Guaranty of Benefits.  Nothing contained in the Plan shall
constitute a guaranty by the Company or any other person or entity that the
assets of the Company will be sufficient to pay any benefit
hereunder.

     

    10.3   
No
Enlargement of Employee Rights.  No Participant shall have any
right to receive a distribution from the Plan except in accordance with the
terms of the Plan.  Establishment of the Plan shall not be construed
to give any Participant the right to be retained in the service of the
Company.

     

    10.4   
Spendthrift
Provision.  No interest of any person or entity in, or right to
receive a distribution under, the Plan shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor shall any such interest or right to receive a
distribution be taken, either voluntarily or involuntarily, for the satisfaction
of the debts of, or other obligations or claims against, such person or entity,
including claims in bankruptcy proceedings.  This Section shall not
preclude arrangements for the withholding of taxes from deferrals, credits, or
benefit payments, arrangements for the recovery of benefit overpayments,
arrangements for the transfer of benefit rights to another plan, or arrangements
for direct deposit of benefit payments to an account in a bank, savings and loan


     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    association
or credit union (provided that such arrangement is not part of an arrangement
constituting an assignment or alienation).

     

    10.5   
Incapacity
of Participant.  If the Benefits Department is served with a
court order holding that a Participant is incapable of personally receiving and
giving a valid receipt for such distribution, the Benefits Department shall
postpone payment until such time as a claim therefore shall have been made by a
duly appointed guardian or other legal representative of such
person.  The Benefits Department is under no obligation to inquire or
investigate as to the competency of any Participant.  Any payment to
an appointed guardian or other legal representative under this Section shall be
a payment for the account of the incapacitated person and a complete discharge
of any liability of the Company and the Plan therefore.

     

    10.6   
Successors.  This
Plan shall be binding upon the successors and assigns of the Company and upon
the heirs, beneficiaries and personal representatives of the individuals who
become Participants hereunder.

     

    10.7   
Unclaimed
Benefit.  Each Participant shall keep the Benefits Department
informed of his or her current address and the current address of his or her
designated beneficiary.  The Benefits Department shall not be
obligated to search for the whereabouts of any person.  If the
location of a Participant is not made known to the Benefits Department within
three years after the date on which payment of the Participant’s Supplemental
Deferral and Supplemental Employer Accounts may first be made, payment may be
made as though the Participant had died at the end of the three-year
period.  If, within one additional year after such three-year period
has elapsed, or, within three years after the actual death of a Participant, the
designated beneficiary of the Participant has not been located, then there shall
be no further obligation to pay any benefit hereunder to such Participant or
designated beneficiary and such benefit shall be irrevocably
forfeited.

     

    10.8   
Limitations
on Liability.  Notwithstanding any of the preceding provisions
of the Plan, neither the Plan Administrator, the Benefits Department, the
Benefits Governance Committee, the Corporate Investment Committee, or the Human
Resources and Compensation Committee, nor any individual acting as the Plan
Administrator’s, the Benefits Department’s, the Benefits Governance Committee’s,
the Corporate Investment Committee’s, the Human Resources and Compensation
Committee’s, or the Company’s employee, agent, or representative shall be liable
to any Participant, former Participant or other person for any claim, loss,
liability or expense incurred in connection with the Plan.

     

    10.9   
Conflicts.  If
any person holds a position under this Plan through which he or she is charged
with making a decision about his or her own (or any immediate family member’s)
Plan participation, including, without limitation, eligibility, account
valuation, or investments, then such person shall be recused and the decision
shall be made by the Plan Administrator.  If a decision is required
regarding the senior human resources officer’s Plan participation, including
without limitation, eligibility, account valuation or investments, such decision
shall be made by the Company’s Chief Executive Officer.

     

    10.10  
No
Duplication of Benefits.  Benefits provided under this Plan are
in lieu of benefits pursuant to the After-Tax Retirement Plan for each Plan
Year.  If a Participant elects to

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     participate
in this Plan, the Participant is ineligible to participate in the After-Tax
Retirement Plan for that Plan Year.  

     

    10.11  
Compliance
with Section 409A.  This Plan is intended to be
administered in compliance with Section 409A of the Code and each provision
of the Plan shall be interpreted, to the extent possible, to comply with
Section 409A of the Code.

     

    IN WITNESS WHEREOF, the
Company has caused this Plan to be executed by its duly authorized officer as of
the 17th day of December, 2008.

     

    PNM
RESOURCES, INC.

     

    By:     /s/ Alice
Cobb                 
                                                      

    
      	
               
      

            	
              Alice
      Cobb

            


    

    
      	
               
      

            	
              Senior
      Vice President and Chief Administrative
Officer

            


    


    
      
        
           

        

         


      

      
        26

        
          

        

      

      
         


        
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          TABLE
OF CONTENTS

                                                                                                                                                                                                                                                             Page

           

        

      

    


    ARTICLE
I

    DEFINITIONS

     

    
      	
              1.1

            	
              General 

            	
              1

            


    

     

    
      	
              1.2

            	
              Construction 

            	
              6

            


    

     

    ARTICLE
II

    ELIGIBILITY;
ADOPTION BY AFFILIATES

     

    
      	
              2.1

            	
              The
      Eligible Class 

            	
              6

            


    

     

    
      	
              2.2

            	
              Selection
      of Participants 

            	
              6

            


    

     

    
      	
              2.3

            	
              Election
      to Participate 

            	
              6

            


    

     

    
      	
              2.4

            	
              Discontinuance
      of Participation 

            	
              6

            


    

     

    
      	
              2.5

            	
              Adoption
      by Affiliates 

            	
              7

            


    

     

    ARTICLE
III

    DEFERRALS
AND CREDITS

     

    
      	
              3.1

            	
              Supplemental
      Deferral Agreement 

            	
              7

            


    

     

    
      	
              3.2

            	
              Supplemental
      Deferrals 

            	
              7

            


    

     

    
      	
              3.3

            	
              Matching
      and Standard Credits 

            	
              8

            


    

     

    
      	
              3.4

            	
              Supplemental
      Credits 

            	
              8

            


    

     

    
      	
              3.5

            	
              Discretionary
      Credits 

            	
              9

            


    

     

    
      	
              3.6

            	
              Special
      Change In Control Provisions 

            	
              10

            


    

     

    
      	
              3.7

            	
              Benefits
      Not Contingent 

            	
              11

            


    

     

    
      	
              3.8

            	
              Allocation
      Among Affiliates 

            	
              11

            


    

     

    ARTICLE
IV

    VESTING

     

    
      	
              4.1

            	
              Vesting
      in the Supplemental Deferral Account, the Matching Credit Account and the
      Standard Credit Account 

            	
              11

            


    

     

    
      	
              4.2

            	
              Vesting
      in the Supplemental Credit Account 

            	
              12

            


    

     

    
      	
              4.3

            	
              Acceleration
      of Vesting 

            	
              12

            


    

     

    ARTICLE
V

    ADJUSTMENT
OF ACCOUNTS

     

    
      	
              5.1

            	
              Adjustment
      of Accounts 

            	
              12

            


    

     

    
      	
              5.2

            	
              Investment
      Direction 

            	
              13

            


    

     

    
      	
              5.3

            	
              Special
      Company Stock Fund Provisions 

            	
              14

            


    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    
      
        120408

        


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OF CONTENTS

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                                                                                                                                                                                                                                                           Page

         

      

    

    
      	 	 	 
	
              5.4

            	
              Compliance
      with Securities Laws 

            	
              14

            


    

     

    ARTICLE
VI

    DISTRIBUTIONS

     

    
      	
              6.1

            	
              Distribution
      Events 

            	
              14

            


    

     

    
      	
              6.2

            	
              Form
      of Distribution 

            	
              15

            


    

     

    
      	
              6.3

            	
              Amount
      of Distribution 

            	
              18

            


    

     

    
      	
              6.4

            	
              Timing
      of Distributions 

            	
              18

            


    

     

    
      	
              6.5

            	
              Beneficiary
      Designation 

            	
              19

            


    

     

    
      	
              6.6

            	
              Withholding 

            	
              19

            


    

     

    
      	
              6.7

            	
              Deductibility 

            	
              19

            


    

     

    
      	
              6.8

            	
              Ban
      on Acceleration of Benefits 

            	
              19

            


    

     

    
      	
              6.9

            	
              Distributions
      Treated as Made Upon a Designated Event 

            	
              19

            


    

     

    ARTICLE
VII

    TRANSFERS
FROM ESP I

     

    
      	
              7.1

            	
              Combination
      with ESP I 

            	
              19

            


    

     

    
      	
              7.2

            	
              Accounting 

            	
              20

            


    

     

    ARTICLE
VIII

    ADMINISTRATION
OF THE PLAN

     

    
      	
              8.1

            	
              General
      Powers and Duties 

            	
              20

            


    

     

    
      	
              8.2

            	
              Claims 

            	
              21

            


    

     

    ARTICLE
IX

    AMENDMENT

     

    
      	
              9.1

            	
              Amendment 

            	
              23

            


    

     

    
      	
              9.2

            	
              Effect
      of Amendment 

            	
              24

            


    

     

    
      	
              9.3

            	
              Termination 

            	
              24

            


    

     

    ARTICLE
X

    GENERAL
PROVISIONS

     

    
      	
              10.1

            	
              Participant’s
      Rights Unsecured 

            	
              24

            


    

     

    
      	
              10.2

            	
              No
      Guaranty of Benefits 

            	
              24

            


    

     

    
      	
              10.3

            	
              No
      Enlargement of Employee Rights 

            	
              24

            


    

     

    
      	
              10.4

            	
              Spendthrift
      Provision 

            	
              24

            


    

     

    
      
         

      

      
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                                                                                                                                                                                                                                                           Page

         

      

    

    
      
                                                     

      

    

    
      	 	 	 
	
              10.5

            	
              Incapacity
      of Participant 

            	
              25

            


    

     

    
      	
              10.6

            	
              Successors 

            	
              25

            


    

     

    
      	
              10.7

            	
              Unclaimed
      Benefit 

            	
              25

            


    

     

    
      	
              10.8

            	
              Limitations
      on Liability 

            	
              25

            


    

     

    
      	
              10.9

            	
              Conflicts 

            	
              25

            


    

     

    
      	
              10.10

            	  
      No Duplication of Benefits	
               25

            


    

     

    
      	
              10.11

            	  
      Compliance with Section 409A	
               26

            


    

     

    


    



    
      
        
                                                                             


        

         


      

      
        iii