EXECUTIVE SAVINGS PLAN II

EXHIBIT 4

PNM RESOURCES, INC.
EXECUTIVE SAVINGS PLAN II

PREAMBLE

            By the adoption of this document, PNM Resources, Inc. (the "Company") establishes the PNM Resources, Inc. Executive Savings Plan II (the "Plan").  The purpose of the Plan is to permit certain key employees of the Company and its affiliates who participate in the PNM Resources, Inc. Retirement Savings Plan (the "RSP") to defer compensation and receive credits under this Plan without reference to the limitations on contributions in the RSP or those imposed by the Internal Revenue Code of 1986, as amended.

            This Plan is effective as of December 15, 2004 (the "Effective Date").

ARTICLE I
DEFINITIONS

1.1.            General .  When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not begin a sentence, the word or phrase shall generally be a term defined in this Article I.  The following words and phrases used in the Plan with the initial letter capitalized shall have the meanings set forth in this Article I, unless a clearly different meaning is required by the context in which the word or phrase is used or the word or phrase is defined for a limited purpose elsewhere in this Plan document:

(a)                        " Adopting Affiliate " means any affiliate of the Company that has been authorized by the Board of Directors to adopt the Plan and which has adopted the Plan in accordance with Section 2.4 ( Adoption by Affiliates ).  All affiliates that adopted the PNM Resources, Inc. Executive Savings Plan ("ESP I") on or before the effective date of the adoption of this Plan and PNMR Services Company ("Services"), a subsidiary of the Company, shall be deemed to be Adopting Affiliates.

(b)                        " Benefits Department " means the organizational unit of the Company or any subsidiary of the Company with responsibility for administering benefit programs.  At present, the organizational unit with responsibility for administering benefit programs is an organizational unit of the Company.  Effective as of January 1, 2005 or such other date as may be determined by the Company, this organizational unit and the employees engaged in administering benefit programs will be transferred to Services.

(c)                        " Benefits Governance Committee " means the Benefits Governance Committee or its successor appointed by the Company.

(d)                        " Board " means the Board of Directors of the Company, or any authorized committee of the Board.

(e)                        " Change in Control " shall have the meaning ascribed to that term in the Retention Plan ( i.e. , the Officer Retention Plan or Employee Retention Plan) in which the Participant participates.

(f)                        " Code " means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(g)                        " Company " means PNM Resources, Inc., and, to the extent provided in Section 9.6 ( Successors ) 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.

(h)                        " Company Stock " means common stock issued by the Company.

(i)                        " Company Stock Fund " means the hypothetical Investment Fund described in Section 5.3 ( Special Company Stock Fund Provisions ).

(j)                        " Compensation " for purposes of determining the Matching and Standard Credits, means the Participant's base salary and other elements of compensation that are considered under the RSP (as it may be amended from time to time) for purposes of calculating the Participant's RSP Employer and Matching Contributions, respectively.  For purposes of determining the amount of a Participant's permissible Supplemental Deferrals, "Compensation" means the Participant's base salary and other elements of compensation that are considered under the RSP (as it may be amended from time to time) for purposes of calculating the Participant's RSP Before Tax Contributions.

(k)                        " Corporate Investment Committee " means the Corporate Investment Committee or its successor appointed by the Company.

(l)                        " Disability" or "Disabled " means that a Participant is entitled to and is receiving disability benefits under the Social Security Act.  For purposes of Section 6.1 ( Limitation on Right to Receive Distribution ), a Participant shall not be deemed to be Disabled unless the Participant also (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant's employer.

(m)                        " Discretionary Credits " means the Discretionary Credits allocated to a Participant's Discretionary Credit Account in accordance with Section 3.5 ( Discretionary Credits ).

(n)                        " Distribution Election Form " means the election form by which a Participant elects the manner in which his Accounts shall be distributed pursuant to Section 6.3 ( Form of Distribution ).

(o)                        " Effective Date " means December 15, 2004.

(p)                        " Eligible Officer " means a Participant who occupies the position of Senior Vice President or higher of PNM Resources, Inc., who has completed at least one Year of Service and who has been selected by the Plan Administrator with the advance advice of the Human Resources and Compensation Committee to receive a Supplemental Credit.

(q)                        " Employee Retention Plan " means the PNM Resources, Inc. Employee Retention Plan, as it may be amended or replaced from time to time.

(r)                        " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

(s)                        " ESP I " means the PNM Resources, Inc. Executive Savings Plan.

(t)                        " Human Resources and Compensation Committee " means the Human Resources and Compensation Committee of the Board or its successor.

(u)                        " Investment Fund " means the hypothetical investment fund or funds established by the Plan Administrator pursuant to Article V ( Investment of Accounts ).

(v)                        " Matching Credit Account " means the account maintained under the Plan to record the amounts credited to a Participant in accordance with Section 3.3(a) ( Matching and Standard Credits - Matching Credit ).

(w)                        " Matching Credits " means the Matching Credits allocated to a Participant's Matching Credit Account in accordance with Section 3.3(a) ( Matching and Standard Credits - Matching Credit ).

(x)                        " Normal Retirement Date " means the date on which a Participant attains the age of 62 years.

(y)                        " Officer Retention Plan " means the PNM Resources, Inc. Officer Retention Plan, as it may be amended or replaced from time to time.

(z)                        " Participant " means an employee of the Company or any Adopting Affiliate who has been designated or selected for participation in the Plan pursuant to Section 2.2 ( Selection of Participants ) and to whom or with respect to whom amounts may be credited under the Plan.

(aa)                        " Plan " means the PNM Resources, Inc. Executive Savings Plan II, as set forth herein.

(bb)                        " Plan Administrator " means the Company.  Any action to be taken by the Plan Administrator may be taken by the Company's senior human resources officer.  In addition, the Company's senior human resources officer may delegate such authority to the Benefits Department.

(cc)                        " Plan Year " means the calendar year.  The initial Plan Year, will be a short Plan Year beginning on the Effective Date and ending on December 31, 2004.

(dd)                        " Recordkeeper " means the entity selected by the Company to keep Plan records and to adjust Accounts pursuant to Section 5.1 ( Adjustment of Accounts ) of the Plan.

(ee)                        " RSP " means the PNM Resources, Inc. Retirement Savings Plan, as it may be amended from time to time.

(ff)                        " RSP Before Tax Contribution " means "Before Tax Contributions," as such term is defined in the RSP.

(gg)                        " RSP Employer Contribution " means "Discretionary Contributions," as such term is defined in the RSP.

(hh)                        " RSP Matching Contribution " means "Matching Contributions," as such term is defined in the RSP.

(ii)                        " Separation from Service " means separation from service as determined in accordance with any regulations, rulings or other guidance issued by the Department of the Treasury pursuant to Section 409A(a)(2)(A)(i) of the Code, as it may be amended or replaced from time to time.

(jj)                        " Services " means PNMR Services Company, a subsidiary of the Company.

(kk)                        " Standard Credit Account " means the account maintained under the Plan to record the amounts credited to a Participant in accordance with Section 3.3(b) ( Matching and Standard Credits - Standard Credit ).

(ll)                        " Standard Credits " means the Standard Credits allocated to a Participant's Standard Credit Account in accordance with Section 3.3(b) ( Matching and Standard Credits - Standard Credit ).

(mm)                        " Supplemental Credit Account " means the account maintained under the Plan to record the amounts credited to an Eligible Officer in accordance with Section 3.4 ( Supplemental Credits ).

(nn)                        " Supplemental Credits " means the Supplemental Credits allocated to an Eligible Officer's Supplemental Credit Account in accordance with Section 3.4 ( Supplemental Credits ).

(oo)                        " Supplemental Deferral Account " means the account maintained under the Plan to record amounts deferred under Section 3.2 ( Supplemental Deferrals ) of the Plan.

(pp)                        " Supplemental Deferral Agreement " means the written deferral agreement described in Section 3.1 ( Supplemental Deferral Agreement ) that is entered into by a Participant pursuant to this Plan.

(qq)                        " Supplemental Deferrals " means the deferrals made by a Participant in accordance with Section 3.2 ( Supplemental Deferrals ).

(rr)                        " Valuation Date " means each business day of the Plan Year.

(ss)                        " Year of Service " means a twelve (12) month period during which a Participant performs services for the Company or an Adopting Affiliate, counting each calendar month as one-twelfth (1/12th) of a year if the Participant was employed by the Company or an Adopting Affiliate on any day of that calendar month.  If the Participant's employment with the Company or an Adopting Affiliate includes a break in employment, then only the Years of Service in the last period of employment will be considered Years of Service.

1.2.            Construction .  The masculine gender, when appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the contract clearly states to the contrary.  Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of this Plan.  If any provision of this Plan is determined to be for any reason invalid or unenforceable, the remaining provisions shall continue in full force and effect.  All of the provisions of this Plan shall be construed and enforced according to the laws of the State of New Mexico and shall be administered according to the laws of such state, except as otherwise required by ERISA, the Code, or other Federal law.

ARTICLE II
ELIGIBILITY; ADOPTION BY AFFILIATES

2.1.            The Eligible Class .  The purpose of the Plan is to provide deferred compensation to a select group of management or highly compensated employees.  This group of eligible employees is sometimes referred to as the "top hat group."

2.2.            Selection of Participants .  Any employee who is classified as an "officer" of the Company or an Adopting Affiliate shall be a Participant.  For this purpose, an "officer" is someone who occupies the position of Vice President or higher.  The Plan Administrator, in the exercise of its discretion, and with the concurrence of the Human Resources and Compensation Committee and/or the Board of Directors, may select as Participants any other employees of the Company or an Adopting Affiliate who the Plan Administrator concludes, in the exercise of its discretion, are properly included in the top hat group.  As noted in Section 2.1 ( The Eligible Class ), this Plan is intended to provide benefits only to members of the top hat group.  The Company has determined that all of the current officers are properly includible in the top hat group.

2.3.            Discontinuance of Participation .  As a general rule, once an individual is a Participant, he will continue as such for all future Plan Years until his retirement or other termination of employment.  In addition, prior to retirement or other termination of employment, the Plan Administrator shall discontinue an individual's participation in the Plan if the Plan Administrator concludes, in the exercise of its discretion, that the individual is no longer properly included in the top hat group.  If an individual's participation is discontinued, the individual will no longer be eligible to make deferrals or receive credits under this Plan.  The individual will not be entitled to receive a distribution, however, until the occurrence of another event ( e.g. , death or Separation from Service) that entitles the Participant to receive a distribution.  The Participant's Accounts will continue to be adjusted to reflect hypothetical investment earnings or losses in accordance with Section 5.1 ( Adjustment of Accounts ) until the Accounts are distributed.

2.4.            Adoption by Affiliates .  An employee of an affiliate may not become a Participant in the Plan unless the affiliate has previously adopted the Plan.  An affiliate of the Company may adopt this Plan only with the approval of the Board.  By adopting this Plan, the affiliate shall be deemed to have agreed to assume the obligations and liabilities imposed upon it by this Plan, agreed to comply with all of the other terms and provisions of this Plan, delegated to the Plan Administrator, the Benefits Department, the Benefits Governance Committee, and the Human Resources and Compensation Committee the power and responsibility to administer this Plan with respect to the affiliate's employees, and delegated to the Company the full power to amend or terminate this Plan with respect to the affiliate's employees.

ARTICLE III
DEFERRALS AND CREDITS

3.1.            Supplemental Deferral Agreement .  In order to make Supplemental Deferrals, a Participant must execute a Supplemental Deferral Agreement in the form prescribed by the Benefits Department from time to time.  In the Supplemental Deferral Agreement, the Participant shall agree to reduce his Compensation in exchange for a Supplemental Deferral in the same amount.  The Supplemental Deferral Agreement shall be delivered to the Benefits Department by the time specified in Section 3.2(b) ( Supplemental Deferrals - Timing of Elections ).

3.2.            Supplemental Deferrals .

(a)               Amount .  Any Participant may elect to defer, pursuant to a Supplemental Deferral Agreement, the receipt of all or any portion (designated in whole percentages) of the Compensation otherwise payable to him or her by the Company or an Adopting Affiliate in any Plan Year.  The amount deferred pursuant to this paragraph (a) shall be allocated to the Supplemental Deferral Account maintained for the Participant for such Plan Year.

(b)               Timing of Elections .  As a general rule, the Supplemental Deferral Agreement shall be signed by the Participant and delivered to the Benefits Department prior to the beginning of the Plan Year in which the Compensation to be deferred is otherwise payable to the Participant.  The Supplemental Deferral Agreement will indicate whether it is to be effective for a single Plan Year or will remain in effect until properly changed by the Participant.  For the Plan Year in which a Participant first becomes eligible to participate in the Plan, the Participant may elect to make Supplemental Deferrals of Compensation with respect to services to be performed subsequent to the date of the election by signing and delivering a Supplemental Deferral Agreement within 30 days after the date the Participant becomes eligible to participate in the Plan.  An election made by a Participant shall be irrevocable with respect to the Plan Year covered by the election.

3.3.            Matching and Standard Credits .  Each Plan Year (or more frequently), the Recordkeeper shall allocate Matching and Standard Credits to the Participant's Matching Credit Account and Standard Credit Account.

(a)               Matching Credit .  The Matching Credit shall be in an amount equal to 75% of the first six percent of Compensation deferred by the Participant to the Plan pursuant to a Supplemental Deferral Agreement.  A Participant shall be eligible to receive a Matching Credit under this Plan only if such Participant has met the service requirements necessary to receive RSP Matching Contributions for that Plan Year.

(b)                Standard Credit .  The Standard Credit shall be an amount equal to (i) the RSP Employer Contribution that would have been made on the Participant's behalf to the RSP for the Plan Year if the contributions were not limited by the Code (including, particularly, the limitations imposed by Sections 401(a)(17) and 415 of the Code), reduced by (ii) the RSP Employer Contribution actually made to the RSP on behalf of the Participant for the Plan Year.  A Participant shall be eligible to receive a Standard Credit under this Plan only if such Participant has met the service requirements necessary to receive RSP Employer Contributions for that Plan Year.

3.4.            Supplemental Credits .

(a)               General Rule .  For the initial Plan Year, the Plan Administrator shall instruct the Recordkeeper to allocate Supplemental Credits to the Supplemental Credit Accounts of Eligible Officers as soon as administratively feasible following the later of the Effective Date or the date on which the Company files the registration statement on Form S-8 with respect to the Plan with the Securities and Exchange Commission.  For all later Plan Years, the Plan Administrator shall instruct the Recordkeeper to allocate Supplemental Credits to the Supplemental Credits Account of Eligible Officers as of December 1 of the relevant Plan Year.  The Supplemental Credit shall be an amount calculated by the Plan Administrator to be necessary to provide the Eligible Officer with retirement income equal to a specified percentage (the "Replacement Income Percentage") of the Eligible Officer's anticipated pre‑retirement income.  The relevant Replacement Income Percentage will be determined by the Plan Administrator, with the advance advice and consent of the Human Resources and Compensation Committee, and will be set forth in a letter or other written instrument provided by the Plan Administrator to the Eligible Officer.  The Replacement Income Percentage may be modified from time to time in the same manner.  In determining the Replacement Income Percentage for a particular Eligible Officer, the Plan Administrator, and the Human Resources and Compensation Committee, will act in their discretion and will not be bound by the Replacement Income Percentage determined for any other current or former Eligible Officer.

(b)               Determination of Supplemental Credit .  The Plan Administrator's calculation of the Supplemental Credit shall be made on the basis of advice received by an actuarial or other consultant retained by the Plan Administrator and with the advice and consent of the Human Resources and Compensation Committee.  In determining the amount of the Supplemental Credits necessary to achieve the desired Replacement Income Percentage, anticipated retirement income from the following sources shall be considered: (1) amounts attributable to Company credits to this Plan (including earnings on such amounts); (2) amounts attributable to Company contributions to the RSP (including earnings on such amounts); (3) benefits provided pursuant to the PNM Resources, Inc. Employees' Retirement Plan; (4) benefits provided pursuant to any supplemental employee retirement plans or agreements ("SERPs") entered into by the Eligible Officer and the Company or an affiliate; (5) benefits provided pursuant to the Social Security Act; and (6) amounts provided pursuant to other employers' benefit plans.  When determining the amount of the Supplemental Credits, the Plan Administrator shall use actuarial assumptions (interest and mortality), compensation assumptions, rate of return assumptions and such other assumptions as it deems appropriate.  The Plan Administrator will review these assumptions periodically and may change these assumptions as it deems appropriate.  The assumptions used will have a significant impact on the amount of the Supplemental Credits.  Because these assumptions (and the Replacement Income Percentage) may be altered at any time as described above, no Eligible Officer will have a contractual or other right to any particular level or amount of Supplemental Credit for any Plan Year until such Supplemental Credit is actually declared and allocated to the Eligible Officer's Supplemental Credit Account.

(c)                Maximum Amount of Supplemental Credit .   At a maximum, the Supplemental Credit shall be an amount equal to $70,000 for each Plan Year (including the initial Plan Year).  Notwithstanding the foregoing, the maximum amount of the Supplemental Credit for any given Plan Year may be adjusted by the Human Resources and Compensation Committee in its discretion.

(d)               Termination During the Plan Year .  An Eligible Officer must be employed on the Effective Date in order to receive a Supplemental Credit for the initial Plan Year.  An Eligible Officer must be employed on December 1 of the relevant Plan Year in order to receive the Supplemental Credit called for by Section 3.4 ( Supplemental Credits ) for any later Plan Year.  Notwithstanding the foregoing, if an Eligible Officer terminates employment before December 1 of any Plan Year other than the initial Plan Year due to (1) retirement; (2) Disability; or (3) death of the Eligible Officer, the Eligible Officer shall receive a pro-rata Supplemental Credit (considering the time elapsed between December 1 of the prior Plan Year and the date of the Eligible Officer's termination of employment) as of December 1 of that Plan Year.  For example, if an Eligible Officer terminates employment on June 1, 2005 due to retirement, the Eligible Officer will receive 50% of the Supplemental Credits for the 2005 Plan Year.

3.5.            Discretionary Credits .  In its sole and absolute discretion, the Human Resources and Compensation Committee may instruct the Recordkeeper to allocate Discretionary Employer Credits to a Participant's Discretionary Credit Account at any time during a Plan Year in any amount that the Human Resources and Compensation Committee deems appropriate.

3.6.            Special Change In Control Provisions .  If a Change in Control occurs and the Participant is entitled to receive retention benefits under the Officer Retention Plan or the Employee Retention Plan, such Participant also shall be entitled to receive the following additional credits under this Plan:

(a)                Matching and Standard Credits .  The additional Matching and Standard Credits shall be in an amount equal to the Matching and Standard Credits allocated to the Participant in the prior Plan Year times the applicable multiplier set forth in the Retention Plan in which the Participant participates.  For example, if a Change in Control occurs on July 1, 2005 and a Participant is eligible to receive benefits under the Officer Retention Plan during 2005 as a "Class I Officer," such Participant shall receive Matching Credits and Standard Credits equal to three times the Matching Credits and three times the Standard Credits that were allocated to the Participant's Accounts as of December 31, 2004.  These additional credits will be allocated to the Participant's Accounts as of the date of the Participant's termination of employment.

(b)               Supplemental Credits .   The additional Supplemental Credits shall be in an amount equal to the Supplemental Credits allocated to the Participant in the prior Plan Year times the applicable multiplier set forth in the Officer Retention Plan.  For example, if a Change in Control occurs on July 1, 2005 and the Eligible Officer is eligible for benefits under the Officer Retention Plan during 2005 as a "Class I Officer," such Eligible Officer shall receive a Supplemental Credit that is equal to three times the Supplemental Credits that were allocated to the Participant's account as of December 1, 2004.  These additional credits will be allocated to the Participant's Accounts as of the date of the Participant's termination of employment.

(b)               Statutory / Regulatory Override .  If regulations issued by the Department of the Treasury pursuant to Section 409A of the Code prohibit the Credits called for by this Section, or make such Credits and/or other amounts allocated to a Participant's Accounts ta