FIRST AMENDMENT TO THE PNM RESOURCES, INC. EXECUTIVE SAVINGS PLAN

The Public Service Company of New Mexico Executive Savings Plan (the “Plan”)   was originally effective as of July 1, 1998.  PNM Resources, Inc. (the “Company”) became the parent holding company for Public Service Company of New Mexico as of December 31, 2001.  Effective as of November 27, 2002, the Company assumed the sponsorship of the Plan and renamed it the “PNM Resources, Inc. Executive Savings Plan.”  The Plan was most recently amended and restated in its entirety, effective as of January 1, 2004.  By this instrument, the Company now desires to amend the Plan to transfer the liability for any amounts due under the Plan to the PNM Resources, Inc. Executive Savings Plan II.  This amendment constitutes a material modification of the Plan pursuant to Treas. Reg. § 1.409A-6(a)(1)(i), which will subject the Plan to Section 409A of the Internal Revenue Code (the “Code”) effective as of the date of execution of this First Amendment.

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