exh105_093007.htm


    
      

    


    EXHIBIT
      10.5

    SECOND
      AMENDMENT TO THE

    PNM
      RESOURCES, INC.

    OFFICER
      LIFE INSURANCE PLAN

     

    Effective
      January 1, 2004, PNM Resources, Inc. established the PNM Resources, Inc. Officer
      Life Insurance Plan (the “Plan”).  The Plan was amended on one
      previous occasion.  By this instrument, the Company now desires to
      amend the Plan as set forth below.

     

    1.           This
      Second Amendment shall be effective as of April 1, 2007, unless otherwise noted
      herein.

     

    2.           This
      Second Amendment amends only the provisions of the Plan as noted below, and
      those provisions not expressly amended shall be considered in full force and
      effect.  Notwithstanding the foregoing, this Second Amendment shall
      supersede the provisions of the Plan to the extent those provisions are
      inconsistent with the provisions and intent of this
      Second Amendment.

     

    3.           Section
      2.1 (General) of the Plan is hereby amended by adding new subsections (l)
      and (m) to the end thereof to read as follows:

     

    (l)           “EnergyCo”
      means EnergyCo, LLC.  As used in the Plan, “EnergyCo” also means any
      successor in interest to EnergyCo resulting from merger, consolidation or
      transfer of substantially all of EnergyCo’s assets.

     

    (m)           “EnergyCo
      Transferred Employee” means each Participant who transfers to the
      Company from EnergyCo or its affiliates and who immediately prior to his
      employment with the Company was a participant in the EnergyCo, LLC Officer
      Life
      Insurance Plan.  A Participant will be considered transferred from
      EnergyCo or its affiliates if (1) the Participant is employed by EnergyCo or
      its
      affiliates and ownership of EnergyCo or the employing affiliate is transferred
      to the Company, or (2) the Participant leaves the employ of EnergyCo or its
      affiliates to become employed by the Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Article
      III (Eligibility) of the Plan is hereby amended by adding a new sections
      3.6 to the end thereof to read as follows:

     

    3.6           Special
      Rules Applicable to EnergyCo Transferred
      Employees.  Notwithstanding any provisions of the Plan to
      the contrary, the following special rules apply to EnergyCo Transferred
      Employees:

     

    (a)           Immediate
      Participation.  An EnergyCo Transferred
      Employee will be immediately eligible to participate in the Plan and coverage
      will commence immediately upon becoming an eligible Officer.

     

    (b)           Waiver
      of Physical Exam and Preexisting Condition
      Limitation.  An EnergyCo Transferred Employee will not be
      required to take a physical exam in order to participate in this
      Plan.  Furthermore, an EnergyCo Transferred Employee shall not be
      subject to any preexisting condition limitation to the extent that such
      preexisting condition limitation did not apply to the EnergyCo Transferred
      Employee under the EnergyCo, LLC Officer Life Insurance Plan.

     

    5.           Section
      4.5 (Beneficiary Designations) of the Plan is hereby amended by adding a
      sentence to the end thereof to read as follows:

     

    Beneficiary
      designations made by a participant under the EnergyCo, LLC Officer Life
      Insurance Plan will not be honored by or binding upon this Plan.

     

    6.           Section
      6.3 (Meetings) of the Plan is hereby amended and restated in its entirety
      to read as follows:

     

    6.3           Meetings.  The
      Committee may, but need not, call or hold formal meetings, and any decisions
      made or actions taken pursuant to written approval of a majority of the current
      members shall be sufficient.  The Committee shall maintain adequate
      records of its decisions and those records shall be subject to inspection by
      the
      Company.  Also, the Committee may designate one of its members as
      Chairman and may establish policies and procedures governing it so long as
      the
      same are not inconsistent with the terms of this Plan.

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Second Amendment to be executed
      as
      of this 5th day of April, 2007.

    PNM
      RESOURCES, INC.

     

    By:                    /s/
      Alice A.
      Cobb                     

     

    Its:
      SVP,
      Chief Administrative Officer

     

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