FIRST AMENDMENT TO THE PNM RESOURCES, INC. OFFICER RETENTION PLAN

Effective December 7, 1998, Public Service Company of New Mexico adopted the Public Service Company of New Mexico First Restated and Amended Executive Retention Plan (the “Plan”).  By an amendment dated November 27, 2002, sponsorship of the Plan was transferred to PNM Resources, Inc. (the “PNM Resources”) and the Plan was renamed the “PNM Resources, Inc. First Restated and Amended Executive Retention Plan.”  Effective as of July 13, 2003, PNM Resources amended and restated the Plan in its entirety and changed the name of the Plan to the “PNM Resources, Inc. Officer Retention Plan.”  The Plan was completely amended and restated on September 2, 2008 to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”).  By execution of this instrument, PNM Resources now desires to amend the Plan as set forth below.

1.        Except as otherwise provided, this First Amendment shall be effective as of January 1, 2009.

2.        Section 4.4 ( No Duplication of Benefits ) of the Plan is hereby amended and restated in its entirety to read as follows:

4.4             No Duplication of Benefits .  The right to receive any benefits under this Plan by any Participant is specifically conditioned upon such Participant either waiving or being ineligible for any and all benefits under the PNM Resources, Inc. Employee Retention Plan, including any amendments thereto, or any benefits due to a Change in Control or similar event under any successor or other change in control, severance, retention or other plans or agreements otherwise available to the Participant.  The Company does not intend to provide any Participant with benefits under both this Plan and benefits under any other severance, retention, change in control or other plans or agreements sponsored

by the Company or any Affiliate.  This Section 4.4 shall not app