EL PASO ELECTRIC COMPANY EXCESS BENEFIT PLAN

Exhibit 10.04

EL PASO ELECTRIC COMPANY

EXCESS BENEFIT PLAN

Effective as of January 1, 2009

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EL PASO ELECTRIC COMPANY

EXCESS BENEFIT PLAN

WHEREAS, the El Paso Electric Company Excess Benefit Plan (the “Plan”) was established by El Paso Electric Company (the “Company”) effective January 1, 2004, solely for the purpose of providing benefits in excess of the limitations on benefits imposed by the Internal Revenue Code on the Retirement Income Plan for Employees of El Paso Electric Company (the “Qualified Plan”) for certain of its employees who participate in the Qualified Plan;

WHEREAS, the Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees;”

WHEREAS, the Plan has been amended effective January 1, 2009, to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, it is not intended that any amounts accrued under the Plan be considered “grandfathered” benefits as described in Notice 2005-1, Q&A-17;

NOW, THEREFORE, the Plan is amended and restated as follows:

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1 “Average Monthly Earnings” means the monthly average of a Participant’s Compensation determined by converting your hourly rate of Compensation as of the date of your Separation from Service and as of the same date in each of the four years preceding that date to an average monthly earnings amount. Such average shall be computed by dividing the total of a Participant’s annualized rate of Compensation for the five years by sixty. If a Participant has less than five years of service from his date of employment to his date of termination, his Average Monthly Earnings will be based on his annualized rate of Compensation, as calculated above, during his years of service from his date of employment to his Separation from Service. Compensation subsequent to a Participant’s Separation from Service shall not be recognized.

1.2 “Board” means the Board of Directors of the Company.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any Regulations relating thereto.

1.4 “Company” means El Paso Electric Company, or, to the extent provided in Section 7.9 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.

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1.5 “Compensation” means a Participant’s basic compensation received from the Company, including regular wages and bonuses paid pursuant to the Company’s “short term bonus plan,” but excluding overtime pay, expense allowances, profit sharing, bonuses that are not paid pursuant to the “short term bonus plan” and any other extra compensation in any form.

1.6 “Early Retirement Date” means the date on which a Participant has attained age 55 and completed at least five years of vesting service under the Qualified Plan.

1.7 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.8 “Excess Benefit” means the benefit payable to a Participant pursuant to the Plan by reason of his Separation from Service with the Company and all affiliates for any reason other than death.

1.9 “Normal Retirement Date” means the first day of the month coincident with or next following a Participant’s Separation from Service with the Company after the date such Participant has attained (a) age 65 or, (b) if later, his fifth anniversary of joining the Qualified Plan.

1.10 “Participant” means an employee who is selected by the Company to be eligible to participate in the Plan and who becomes a participant in the Plan pursuant to Article II hereof, and any former employee who is entitled to benefits under the Plan.

1.11 “Plan” means the El Paso Electric Company Excess Benefit Plan.

1.12 “Qualified Joint and Survivor Annuity” means, for a Participant who is married on the date payment of the Participant’s excess benefits are scheduled to begin an annuity for the life of the Participant with a survivor annuity for the life of his Surviving Spouse equal to 50% of the amount of the annuity which is payable during the joint lives of the Participant and the Participant’s spouse and which is the actuarial equivalent of the single life annuity which would be payable to the Participant under Section 3.3 of the Plan.

1.13 “Qualified Plan” means the Retirement Income Plan for Employees of El Paso Electric Company, and any successor or replacement thereto.

1.14 “Qualified Plan Retirement Benefit” means the aggregate benefit payable to a Participant pursuant to the Qualified Plan and all annuities purchased for the Participant under the Qualified Plan (whether or not terminated) by reason of his termination of employment with the Company and all affiliates for any reason other than death.

1.15 “Qualified Plan Surviving Spouse Benefit” means the aggregate benefit payable to the Surviving Spouse of a Participant pursuant to the Qualified Plan and all annuities purchased for the Participant under the Qualified Plan (whether or not terminated) in the event of the death of the Participant at any time prior to commencement of payment of his Qualified Plan Retirement Benefit.

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1.16 “Specified Employee” means any Participant who, as of the Participant’s Separation from Service, is determined to be a “key employee” (as defined under section 416(i)(1)(A)(i),(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding section 416(i)(5)) of the Code) for the applicable period, as determined by the Company in accordance with Treasury Regulations Section 1.409A-1(i).

1.17 “Separation from Service” means

(a) with respect to an Employee, the employee’s ceasing to provide services to the Company as a result of the Employee’s death, retirement or termination of employment. For purposes of determining whether a separation from service has occurred, a “termination of employment” shall mean that the surrounding facts and circumstances indicate that the Company and the Employee reasonably anticipate that no further services will be performed after a certain date, or that the level of bona fide services the Employee would perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the employee has been providing services to the employer less than 36 months).

Notwithstanding the foregoing, the employment relationship will be treated as continuing intact while an individual 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 individual retains a right to reemployment with the service recipient under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not have a right to reemployment under an applicable statute or by contract, the employment relationship will be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence will be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company.

(b) For a Participant who provides services to the Company as both an employee and an independent contractor, a Separation from Service generally will not occur until the Participant has ceased providing services for the Company both as an employee and as an independent contractor as determined in accordance with the provisions set forth in subparagraphs (a) and (b) of this definition, respectively. Except as otherwise provided herein, in the case of an independent contractor a Separation from Service will occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Company, provided that the expiration of such contract or contracts is determined by the Company to constitute a good-faith and complete termination of the contractual relationship between the Participant and the Company. If a Participant ceases providing services for the Company as an employee and begins providing services for such Company as an independent contractor, the Participant will not be considered to have experienced a

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Separation from Service until the Participant has ceased providing services for the Company in both capacities, as determined in accordance with the applicable provisions set forth in subparagraphs (a) and (b) of this definition.

Notwithstanding the foregoing provisions in this subparagraph, if a Participant provides services for the Company as both an employee and as a member of the board of directors of the Company, to the extent permitted by Treasury Regulations Section 1.409A-1(h)(5), the services provided by the Participant as a director will not be taken into account in determining whether the Participant has experienced a Separation from Service as an employee.

(c) Notwithstanding the provisions of this definition, where as part of a sale or other disposition of substantial assets by the Company to an unrelated buyer, a Participant would otherwise experience a Separation from Service as defined above, the Company and the buyer shall retain the discretion to specify, and may specify, that a Participant performing services for the Company immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction shall not experience a Separation from Service for purposes of the Plan and the Participant shall be bound by same, provided that such transaction and the specification meet the requirements of Section 409A of the Code and the Treasury Regulations and other guidance thereunder.

(d) For purposes of this definition, “Company” means (i) the entity for whom the Participant performs services and with respect to which the legally binding right to benefits under the Plan arises; and (ii) all other entities with which the entity described in subparagraph (d)(i) of this definition would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (group of trades or businesses under common control), as applicable. To identify the group of entities described in the preceding sentence, an ownership threshold of 50% shall be used as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 and the regulations thereunder for determining a controlled group of corporations under Code Section 414(b), and (B) Treasury Regulations Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.18 “Surviving Spouse” means a person who is married to a Participant at the date of his death and for at least one year prior thereto.

1.19 “Surviving Spouse Benefit” means the benefit payable to a Surviving Spouse pursuant to the Plan.

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ARTICLE II

ELIGIBILITY

The Company shall, from time to time, select those employees of the Company who shall be Participants in the Plan. A Participant who is fully vested in a benefit under the Qualified Plan, the amount of which is reduced, compared to the benefits payable based on Average Monthly Earnings as defined in Section 1.1 herein, by reason of the application of the limitations on benefits imposed by any provisions of the Code (as in effect on the date for commencement of the Qualified Plan Retirement Benefit, or as in effect at any time thereafter) to the Qualified Plan, shall be eligible to receive an Excess Benefit. If a Participant dies prior to the commencement of the payment of his Qualified Plan Retirement Benefit and the Participant is married on his date of death, then the Participant’s Surviving Spouse shall be eligible to receive a Surviving Spouse Benefit.

ARTICLE III

EXCESS BENEFIT

3.1 Amount . The Excess Benefit payable to an eligible Participant in the form of a straight life annuity over the lifetime of the Participant only, commencing on his Early Retirement Date, shall be a monthly amount equal to the difference between (a) and (b) below:

(a) the monthly amount of the Qualified Plan Retirement Benefit to which the Participant would have been entitled under the Qualified Plan if that Benefit were computed (i) without giving effect to any limitations on benefits imposed by any provisions of the Code, and (ii) by using the definition of Average Monthly Earnings as set out in this Plan;

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(b) the monthly amount of the Qualified Plan Retirement Benefit actually payable to the Participant under the Qualified Plan.

The amounts described in (a) and (b) shall be computed as of the date of the Participant’s Separation from Service in the form of a straight life annuity payable over the lifetime of the Participant only commencing on his Normal Retirement Date or Early Retirement Date. Amounts computed as of a Participant’s Early Retirement Date shall be actuarially reduced as provided for in Section 3.5 hereof.

3.2 Form of Benefit . The Excess Benefit payable to a Participant shall be paid in the form of:

(a) A single life annuity for the life of the Participant if the Participant is single on the date payment of the Participant’s benefits commence under Section 3.3, or

(b) A Qualified Joint and Survivor Annuity if the Participant is married on the date payment of the Participant’s benefits commence under Section 3.3.

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3.3 Commencement of Benefit .

(a) If a Participant experiences a Separation from Service before the Participant reaches Early Retirement Age, the payment of the Participant’s Excess Benefit shall commence no later than the first day of the month following the month in which the Participant reaches Early Retirement Age.

(b) If a Participant experiences a Separation from Service after reaching Early Retirement Age, the payment of Participant’s Excess Benefit shall commence no later than the first day of the month following the month in which the Participant experiences his Separation from Service.

3.4 Deferred Benefit Commencement Date . A Participant may delay the commencement of his benefit under Section 3.3 herein provided that:

(a) the Participant’s election to defer the commencement of his benefit is made on a form acceptable to the Committee;

(b) the Participant files the form with the Committee on a date that is at least 12 months prior to the then current benefit commencement date;

(c) the Participant’s election to defer the commencement of his benefit, as evidenced by a properly completed and executed distribution form, shall not be effective until at least 12 months after the date on which the election is made;

(d) the deferred benefit commencement date is at least the fifth anniversary of the current benefit commencement date; and

(e) the Committee, in its sole discretion, consents to the change.

3.5 Actuarial Equivalent . An Excess Benefit which is payable in any form other than a straight life annuity over the lifetime of the Participant, or which commences at any time prior to the Participant’s Normal Retirement Date, shall be the actuarial equivalent of the Excess Benefit set forth in Section 3.1 above as determined by the same actuarial adjustments as those specified in the Qualified Plan with respect to determination of the amount of the Qualified Plan Retirement Benefit on the date for commencement of payment hereunder.

Notwithstanding the foregoing paragraph, the exceptions to actuarial adjustments for commencement of payments prior to the Participant’s Normal Retirement Date contained in Section 6.1(b) of the Qualified Plan shall also apply with respect to the calculation of Excess Benefits hereunder.

3.6 Distribution of De Minimis Amounts . If, as of a Participant’s Separation from Service, or any payment date subsequent to the Participant&rsquo