Exhibit
10.4




SEVENTH
AMENDMENT




TO
THE




PNM
RESOURCES, INC.




ACCELERATED
MANAGEMENT PERFORMANCE PLAN




Effective
as of January 14, 1981, Public Service Company of New Mexico (“PNM”)
established the Public Service Company of New Mexico Accelerated Management
Performance Plan (the “Plan”).  The Plan was subsequently restated,
with the restatement being effective, generally, as of August 1,
1988.  The restated Plan has been amended on six previous
occasions.  The Fifth Amendment to the restated Plan transferred
sponsorship of the Plan from PNM to PNM Resources, Inc. (the “Company”) and
changed the name of the Plan to the “PNM Resources, Inc. Accelerated Management
Performance Plan.”




1.           This
Amendment amends only the provisions of the Plan as set forth
herein.  Those provisions not expressly amended by this Amendment
shall continue in full force and effect.




2.           Article
1 (Title and
Purpose) of the Plan is hereby amended by adding the following new
section to the end thereof:




1.05           Effective
as of January 1, 2005, Section 409A of the Internal Revenue Code of 1986 (the
“Code”) imposed a series of new requirements on deferred compensation plans such
as the Plan.  The requirements of Section 409A, however, do not apply
to “Grandfathered Benefits,” which are benefits that were accrued and vested as
of December 31, 2004.  Most benefits payable pursuant to this Plan are
Grandfathered Benefits.




If a
Participant accrued benefits under the Plan on or after January 1, 2005,
the portion of the benefit accrued on or after January 1, 2005 is subject
to the requirements of Section 409A.  For administrative ease, in this
situation, the Participant’s entire benefit will be treated as
“Non-Grandfathered Benefits” and will be subjected to the special rules set
forth in the Addendum to the







Plan.  The
Addendum is intended to comply with the requirements of Section 409A with
respect to the Non-Grandfathered Benefits.  The Plan has been and
shall continue to be administered in good faith compliance with the requirements
of Section 409A from January 1, 2005 through December 31, 2008 with
respect to the Non-Grandfathered Benefits.




3.           The
Plan is hereby amended by the addition of the Addendum which is attached to the
end of this Seventh Amendment.




IN
WITNESS WHEREOF, the Company has caused this Seventh Amendment to be executed as
of this 21st
day of November,
2008.


PNM
RESOURCES, INC.




By: /s/ Alice A. Cobb


Its:
SVP, Chief
Administrative Officer









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ADDENDUM




This
Addendum applies only to a Participant who accrued a benefit under the Plan on
or after January 1, 2005 (a “Non-Grandfathered Participant”).  If
a Non-Grandfathered Participant accrued any benefit under the Plan on or after
January 1, 2005, his entire benefit shall be subject to both the terms of the
Plan and the terms of this Addendum.  In the case of a conflict, the
provisions of this Addendum shall control.


1.           Payment
of the benefits hereunder shall commence within ninety (90) days following the
date on which the Non-Grandfathered Participant incurs a Separation from Service
as defined in Treasury Regulation Section
1.409A-1(h)(1).  Notwithstanding the foregoing, if a Non-Grandfathered
Participant is a “Specified Employee,” as defined in the PNM Resources, Inc.
Executive Savings Plan II, at the time of his Separation from Service, such
payment shall be delayed for six months in accordance with Treasury Regulation
Section 1.409A-1(c)(3)(v).  As of January 1, 2009, all Participants
have Separated from Service and commenced benefits under the Plan.


2.           A
Non-Grandfathered Participant may receive his benefit in the form of any annuity
available under the Employees’ Retirement Plan at the time payments are to
begin.  All annuity forms shall be actuarially equivalent to a single
life annuity.  The Non-Grandfathered Participant shall be permitted to
select among the available annuities at any time before the first payment is
due.  If no election is made, the payment will be in the form of a
single life annuity if the Non-Grandfathered Participant is not married at the
time benefits commence and in the form of a joint and survivor annuity if the
Non-Grandfathered Participant is married at the time benefits
commence.




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3.           Section
6.03 of the Plan shall not apply to a Non-Grandfathered
Participant.  If a Change in Control (as defined in the PNM Resources,
Inc. Officer Retention Plan, as it may be amended from time to time) occurs, a
Non-Grandfathered Participant may request that the Company sufficiently fund the
Public Service Company of New Mexico and Paragon Resources, Inc., Deferred
Compensation Trust Agreement and/or the Trust Agreement between PNM Resources,
Inc. and Fiduciary Trust International of Delaware (collectively, the “Rabbi
Trust”) to provide in full for any benefits accrued under this Plan as of the
date of the occurrence of the Change in Control.  If the
Non-Grandfathered Participant’s request is accompanied by an opinion of counsel
acceptable to Company that the funding of the Rabbi Trust will not result in
violation of, or the immediate taxation of the Non-Grandfathered Participant
pursuant to Section 409A of the Code, the Company shall fund the Rabbi
Trust as requested.


4.           Notwithstanding
any provision of this Plan to the contrary, the Plan may not be amended or
terminated if it will result in a violation of Section 409A of the Code and any
such amendment or termination shall at no time have any legal
validity.


5.           Pursuant
to Treasury Regulation Section 1.409A-3(d), if the Company fails to make a
payment due under the Plan, either intentionally or unintentionally, within the
time period specified in the Plan, but the payment is made within the same
calendar year, such payment will be treated as made within the time period
specified in the Plan.  In addition, if a payment is not made due to a
dispute with respect to such payment, the payment may be delayed in accordance
with Treasury Regulation Section 1.409A-3(g).


6.           Under
no circumstances may the time or schedule of any payment made or benefit
provided pursuant to this Plan be accelerated or subject to a further deferral
except as otherwise




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permitted
or required pursuant to regulations and other guidance issued pursuant to
Section 409A of the Code.


7.           Other
than the selection of the form of annuity payment under the Plan, a
Non-Grandfathered Participant does not have any right to make any election
regarding the time or form of any payment due under this Plan.


8.           This
Plan shall be operated in compliance with Section 409A and each provision
of this Plan shall be interpreted, to the extent possible, to comply with
Section 409A.







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