Exhibit 10.27

**FIRST AMENDMENT TOTHEPNM RESOURCES,INC.OFFICERLIFE INSURANCE PLAN**

EffectiveJanuary 1, 2004,  PNM Resources, Inc.established the PNM Resources, Inc. Officer Life Insurance Plan (the"Plan").  By this instrument, theCompany now desires to amend the Plan in order to reflect that, effective on orabout January 1, 2005, the employees engaged in administering benefit planswill be transferred from PNM Resources, Inc. to PNMR Services Company and toclarify that affiliates of the Company may participate in the Plan with theapproval of the Company's Board of Directors. 

1.            This First Amendment shall beeffective as of January 1, 2005, unless otherwise noted herein.

2.            This First Amendment amends only theprovisions of the Plan as set forth herein, and those provisions not expresslyamended hereby shall be considered in full force and effect.  Notwithstanding the foregoing, this FirstAmendment shall supersede the provisions of the Plan to the extent thoseprovisions are inconsistent with the provisions and intent of this First Amendment.

3.            Section 2.1(b) (BenefitsDepartment) of the Plan is hereby amended and restated in its entirety toread as follows:

**(b) "Benefits Department"** means theorganizational unit of PNMR Services Company with the responsibility foradministering benefit programs. 

4.            Section 2.1(c) (Board) of thePlan is hereby amended and restated in its entirety to provide as follows:

**(c)  "Board"** means the Board ofDirectors of PNM Resources, Inc. or any authorized committee of the Board ofDirectors of PNM Resources, Inc.

5.            Section 2.1(e) (Company) ofthe Plan is hereby amended and restated in its entirety to read as follows:

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Exhibit 10.27

**(e)"Company"** means PNM Resources, Inc.or any affiliate of the Company that is authorized by the Board of Directors toadopt the Plan and which has adopted the Plan, and to the extent provided inSection 8.2 (Successors) below, any successor corporation or otherentity resulting from a merger or consolidation into or with the Company or atransfer or sale of substantially all of the assets of the Company.  Except as otherwise clearly indicated by thecontext (such as in the Section 3.3 (Adoption by Affiliates), Section6.1 (Appointment of Committee), Section 6.4(a) (Powers and Duties -General), and Section 7.1 (Amendment and Termination)) the term"Company" as used herein shall include each affiliate that has adopted thisPlan.

6.            Section 2.1(j) (PlanAdministrator) of the Plan is hereby amended and restated in its entiretyto provide as follows:

**(j)"Plan Administrator"** means PNMRServices Company.  Any action to betaken by the Plan Administrator may be taken by the senior human resourcesofficer of PNMR Services Company.  Inaddition, PNMR Services Company's senior human resources officer may delegatesuch authority to the Benefits Department.  

INWITNESS WHEREOF, the Company has caused this First Amendment to be executed asof this _16__ day of _December__ 2004.

PNM RESOURCES, INC.

By: __/s/  Alice A. Cobb                                                _______

Its:  _Senior Vice President, People Services & Development