**Exhibit 10.31.2**

** **

**SECOND AMENDMENTTO THEPNM RESOURCES,INC.NON-UNIONSEVERANCE PAY PLAN**

EffectiveJanuary 1, 2002, Public Service Company of New Mexico ("PNM") adopted thePublic Service Company of New Mexico Benefits My Way Plan (the "BMW Plan"). Effective November 27, 2002, sponsorship of the BMW Plan was transferred fromPNM to PNM Resources, Inc. ("PNM Resources") and the Plan as renamed the "PNMResources, Inc. Benefits My Way Plan."  The BMW Plan consisted of a number ofcomponent programs including Program 12, Non-Union Severance Pay Program (the"Non-Union Severance Program").  Effective as of January 1, 2004, PNM Resourcesamended and restated the BMW Plan to divide it into a number of separate plansthat replace several of the component programs in effect on December 31, 2003. As part of the amendment and restatement, the PNM Resources, Inc. Non-UnionSeverance Pay Plan (the "Plan") was created as a successor plan to theNon-Union Severance Program, effective as of January 1, 2004.  The Plan hassince been amended on one previous occasion.  By this instrument, PNM Resourcesnow desires to amend the Plan in order to clarify the procedure by whichaffiliates of PNM Resources may adopt the Plan and to provide for servicecrediting with predecessor employers.

1.         ThisSecond Amendment shall be effective as of June 6, 2005, unless otherwise notedherein.

2.         ThisSecond Amendment amends only the provisions of the Plan as noted below, andthose provisions not expressly amended shall be considered in full force andeffect.  Notwithstanding the foregoing, this Second Amendment shall supersedethe provisions of the 

----

Plan to theextent those provisions are inconsistent with the provisions and intent of thisSecond****Amendment.

3.         Section2.1(bb) (Year of Service) of the Plan is hereby amended by adding a newparagraph to the end thereof: 

The Company and SW Acquisition, L.P.entered into a Stock Purchase Agreement in which the Company agreed to purchaseall of the outstanding shares of stock of TNP Enterprises, Inc. (the"Transaction").  Upon the close of the Transaction, for purposes of calculatingthe Years of Service of a "Transferred Employee," each Transferred Employeeshall receive credit for all service with TNP Enterprises, Inc., Texas-NewMexico Power Company, First Choice Power, Inc. or any other TNP Enterprises,Inc. subsidiary as if such service were performed for the Company.  Servicewill be credited on a reasonably uniform basis for all Transferred Employees. 

For this purpose, a "TransferredEmployee" is any employee who was employed by TNP Enterprises, Inc. or itssubsidiaries on the closing date of the Transaction and who immediately afterthe closing date of the Transaction is employed by the Company, TNPEEnterprises or the Affiliates of either. 

3.         Section3.5 (Certain Employees Ineligible For Benefits of the Plan) is herebyamended by adding a new subsection (e) to provide as follows:

(e)        Employees whodo not terminate employment with the Company and all of its Affiliates. 

4.         Section9.1 (General) of the Plan is hereby amended and restated in its entiretyto provide as follows:

9.1       **Adoption by Affiliates**. 

(a)        An Affiliate,by action of its board of directors, may adopt the Plan with respect to itsEmployees only with the approval of the Board.  

2

----

(b)        Except asotherwise clearly indicated by the context "Company" as used herein shallinclude each Affiliate that has adopted this Plan in accordance with thisSection 9.1.

(c)        By adoptingthe Plan, each participating Affiliate shall be deemed to have agreed to: 

(1)        Assume theobligations and liabilities imposed upon it by the Plan with respect to the itsEmployees; 

(2)        Comply withall of the terms and provisions of the Plan; 

(3)        Delegate tothe Committee the power and responsibility to administer the Plan with respectto the Affiliate's Employees; 

(4)        Delegate toPNM Resources the full power to amend or terminate the Plan with respect to theAffiliate's Employees; and

(5)        Be bound byany action taken by PNM Resources pursuant to the terms and provisions of thePlan, regardless of whether such action is taken with or without the consent ofthe Affiliate.

(d)        If anEmployee is transferred between Affiliates, the Employee shall not be deemed tohave terminated employment for purposes of this Plan.  

(e)        Any Affiliatethat has adopted this Plan for the benefit of its Employees may terminate itsadoption of the Plan by action of its board of directors and timely providingnotice to PNM Resources of such termination.

(f)         PNMResources and each participating Affiliate shall bear the costs and expenses ofproviding benefits to their respective Employees who are Participants.  Suchcosts and expenses shall be allocated among PNM Resources Affiliates inaccordance with agreements entered into between PNM Resources and anyparticipating Affiliate, or in the absence of such an agreement, proceduresadopted by PNM Resources.

3

----

INWITNESS WHEREOF, PNM Resources has caused this Second Amendment to be executedas of this __3___ day of June 2005.

PNM RESOURCES, INC.

By:             /s/  Alice A. Cobb                               

Its:  Sr. Vice President & ChiefAdministrative Officer  

 

4