Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    AMENDMENT
      TO
THE
      TEXAS-NEW MEXICO POWER COMPANY

    EXCESS
      BENEFIT PLAN

     

    The
      Texas
      New-Mexico Power Company (the “Employer”) hereby amends the Texas-New Mexico
      Power Company Excess Benefit Plan (the “Plan”), effective as of January 1,
      2005, as follows:

    1. The
      purpose of this Amendment is to close the Plan to new Participants and to
      terminate the participation of any Participant who was actively employed by
      the
      Employer on January 1, 2005 (the “Non-Grandfathered Participants”). This
      Amendment shall not apply to or have any impact on any Participant whose
      employment with the Employer was terminated on or before December 31, 2004
      (the “Grandfathered Participants”).

    2. Article III,
      Eligibility and Participation, is hereby amended by adding the following
      paragraphs to the end thereof:

    No
      employee may enter the Plan on or after January 1, 2005. Participation in
      the Plan is expressly limited to individuals who became Participants prior
      to
      January 1, 2005.

     

    In
      addition, the participation of any Participant who was actively employed by
      the
      Company on January 1, 2005 (a “Non-Grandfathered Participant”) is hereby
      terminated, effective immediately.

     

    3. Article VI,
      Payment of Benefits, is hereby amended by adding the following paragraph to
      the
      end thereof:

    The
      benefit payable to any Non-Grandfathered Participant pursuant to Article V
      shall be paid as soon as possible following the earlier of (i) the
      Participant’s termination of employment or (ii) November 1, 2005, and
      in any event no later than December 31, 2005. All payments to
      Non-Grandfathered Participants shall be in the form of a single lump sum equal
      to the actuarial equivalent of the Participant’s Excess Pension Plan Benefit.
      The actuarial equivalent of a Non-Grandfathered Participant’s Excess Pension
      Plan Benefit shall be calculated by using the 30-year U.S. Treasury bond rate
      for the second month preceding the anticipated date of the distribution and
      the
      1994 GAR Mortality Table. The actuarial equivalency determination shall be
      made
      by an actuary selected by the Committee, whose determination shall be binding
      and conclusive on all parties.

     

    4. Distributions
      have been made during 2005 to Non-Grandfathered Participants who terminated
      employment between January 1, 2005 and the date of adoption of this
      Amendment. Such distributions have been made in anticipation of the adoption
      of
      this Amendment and shall be deemed to have been made due to the termination
      of
      such Participants’ participation in this Plan rather than such Participants’
termination of employment.

    5. In
      terminating the participation of the Non-Grandfathered Participants, the Company
      does not intend to decrease the value of any Participant’s or Beneficiary’s
      benefit under the Plan as calculated prior to the effective date of the
      termination.

    6. The
      purpose of this Amendment is to provide the Employer and the Non-Grandfathered
      Participants with the relief available under Q&A 20(a) of IRS Notice 2005-1.
      This Amendment shall be interpreted in a manner consistent with that
      intention.

     

    
      
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    7. This
      Amendment shall not have any impact on the benefits payable to, and shall not
      amend the Plan in any way with respect to, Grandfathered
      Participants.

    8. Except
      as
      otherwise provided in this Amendment, any capitalized terms used in this
      Amendment shall be ascribed the meanings assigned to them in the Plan
      document.

    IN
      WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
      duly authorized officer on this 13th day of December, 2005.

    


    TEXAS-NEW
      MEXICO POWER COMPANY

     

    By /s/
      W.D. Hobbs   

    Its President
      and Chief Executive Officer

     

     

    
      
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