EX-10 9 exh10482.txt EXHIBIT 10.48.2 EXHIBIT 10.48.2 SECOND AMENDMENT TO THE PUBLIC SERVICE COMPANY OF NEW MEXICO OBRA '93 RETIREMENT PLAN THIS SECOND AMENDMENT made by the Public Service Company of New Mexico ("PNM") is effective as of November 27, 2002. WHEREAS, PNM adopted the Public Service Company of New Mexico OBRA '93 Retirement Plan (the "Plan") as of November 15, 1993 to provide nonqualified retirement benefits for certain key employees; WHEREAS, the Plan has been amended once, effective as of December 7, 1998; WHEREAS, PNM reserved the right to amend the Plan pursuant to Article V of the Plan; and WHEREAS, PNM now desires to amend the Plan to: (i) change the name of the Plan, (ii) change the sponsor of the Plan to PNM Resources, Inc. ("PNMR"), and (iii) designate PNM as a participating employer. NOW, THEREFORE, PNM hereby amends the Plan as follows: 1. The name of the Plan is hereby amended to read as follows: PNM RESOURCES, INC. OBRA '93 RETIREMENT PLAN 2. The introductory paragraphs of the Plan (being those paragraphs that precede Article I) are hereby amended by the addition of the following paragraph to be placed at the end thereof: PNM Resources, Inc. became the parent holding company for Public Service Company of New Mexico as of December 31, 2001. Effective as of November 27, 2002, PNM Resources, Inc. assumes the sponsorship of the Plan. Any affiliate that adopted the Plan prior to the assumption of the sponsorship of the Plan by the PNM Resources, Inc., including Public Service Company of New Mexico, shall continue to participate in the Plan. 3. Section 4.02 is hereby amended by adding a new subsection (f) to read as follows: (f) Each employer that participates in the Plan shall bear the costs and expenses of providing benefits accrued by its employee-Participants during periods while they are employed by that employer. Such costs and expenses shall be allocated among the participating employers in accordance with (i) agreements entered into between the Company and any participating employer, or (ii) in the absence of such an agreement, procedures adopted by the Company. 1 4. The purpose of this Second Amendment is to transfer sponsorship of the Plan to PNMR from PNM. All references to "Public Service Company of New Mexico" or the "Company" are hereby replaced with references to "PNM Resources, Inc.," unless the context (such as discussion of the formation of the Plan) indicates otherwise. Any other provisions of the Plan which are inconsistent with this transfer of sponsorship are hereby amended to the extent necessary to accomplish this transfer. 5. This Second Amendment changes the name and sponsorship of the Plan. Any individuals or entities serving as fiduciaries or service providers with respect to the Plan shall continue to serve as such, subject to the provisions of the Plan. Similarly, any policies or procedures previously adopted by the fiduciaries shall continue in full force and effect. 6. PNMR hereby assumes all duties, obligations, and authority as the sponsor of the Plan. PNMR does not assume PNM's financial obligation for its share of the costs and expenses of Plan benefits as determined pursuant to Section 4.02(f) of the Plan. 7. This Second Amendment shall only amend the provisions of the Plan referenced above, and those provisions not amended hereby shall be considered in full force and effect. IN WITNESS WHEREOF, Public Service Company of New Mexico and PNM Resources, Inc. have caused this Second Amendment to be executed as of this 27th day of November, 2002. PUBLIC SERVICE COMPANY OF NEW MEXICO By: /s/ Alice A. Cobb --------------------------------- Its: Senior Vice President People Services and Development ACCEPTED: -------- PNM RESOURCES, INC. By: /s/ Alice A. Cobb Its: Senior Vice President People Services and Development 2