Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) Appointment of a New Principal Executive Officer

On November 12, 2008, El Paso Electric Company (the "Company") entered into an agreement with David W. Stevens to become Chief Executive Officer and a member of the Company's Board of Directors, effective on or about November 17, 2008. Mr. Stevens succeeds J. Frank Bates, who has been serving as the Interim President and Chief Executive Officer of the Company and who will remain with the Company as President and Chief Operating Officer.

From July 2007 to November 2008, Mr. Stevens, age 49, served as founder and principal of David W. Stevens Professional Consulting Services, LLC, a consulting services company focused on business acquisition and development and regulatory consulting for energy companies throughout the continental United States. Prior to that, Mr. Stevens served as President and CEO of Cascade Natural Gas Corporation from April 2005 until July 2007. From July 2003 to December 2004, Mr. Stevens was President and COO for Panhandle Energy, a Southern Union Company subsidiary. From September 1997 to January 2003, he was President of the Southern Union Gas Company. Prior to that, Mr. Stevens served in other executive capacities within the Southern Union Company, including Senior Vice President-Sales and Operations, Regional Vice President, Group Vice President and Vice President-Operations. Mr. Stevens joined the Southern Union Company in 1984. He has served on the board of directors for the Southern Gas Association and the Intrastate Natural Gas Association of America, and was a member of the Presidents' Council of the American Gas Association.

The Company has entered into an employment agreement with Mr. Stevens pursuant to which he will receive an annual base salary of $500,000, an annual target bonus opportunity of 60% of base salary and an award of restricted stock with an initial value of $500,000 which vests over three years (subject to accelerated vesting if he is terminated without cause). He will also participate in the Company's long-term incentive program and be reimbursed for relocation expenses. The Company has also entered into its standard change of control agreement with Mr. Stevens, in the form previously filed by the Company. As further described in the Company's most recent proxy statement, this standard change of control agreement provides severance benefits (based on a three times multiple for Mr. Stevens) in connection with involuntary terminations, or resignations for good reason.

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