Exhibit 10.75


                               PNM RESOURCES, INC.
                             EXECUTIVE SAVINGS PLAN

                  (Restatement and Amendment, January 1, 2004)





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                               PNM RESOURCES, INC.
                             EXECUTIVE SAVINGS PLAN

         The Public Service Company of New Mexico Executive Savings Plan (the
"Plan") was originally effective as of July 1, 1998. PNM Resources, Inc. (the
"Company") became the parent holding company for Public Service Company of New
Mexico as of December 31, 2001. Effective as of November 27, 2002, the Company
assumed the sponsorship of the Plan and renamed it the "PNM Resources, Inc.
Executive Savings Plan." Most recently, the Plan was amended and restated in its
entirety, effective as of January 1, 2003.

         The Plan is maintained for the purpose of permitting 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. By this document, the Company amends and restates the Plan in its
entirety, effective as of January 1, 2004.

ARTICLE I
                                   DEFINITIONS

         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:

                  1.1 "Benefits Department" means the organizational unit of the
Company with responsibility for administering benefit programs.

                  1.2 "Board" means the Board of Directors of the Company, or
any authorized committee of the Board.

                  1.3 "Change in Control" shall have the meaning ascribed to
that term in the Employee Retention Plan.

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

                  1.5 "Committee" means the committee appointed pursuant to
Section 6.1 (Appointment of Committee) to assume certain designated
responsibilities in connection with the Plan.

                  1.6 "Company" means PNM Resources, Inc., or any affiliate of
the Company that is authorized by the Board of Directors to adopt the Plan and
which has adopted the Plan, and, to the extent provided in Section 8.8
(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. Affiliates that adopted the Plan
prior to the

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assumption of the sponsorship of the Plan by the Company, including Public
Service Company of New Mexico, shall continue to participate in the Plan.

                  1.7 "Company Stock" means common stock issued by the Company.

                  1.8 "Company Stock Fund" means the hypothetical Investment
Fund described in Section 4.3 (Special Company Stock Fund Provisions).

                  1.9 "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 pre-tax contributions.

                  1.10 "Discretionary Credit Account" means the account
maintained under the Plan to record the amounts credited to a Participant in
accordance with Section 3.4 (Discretionary Credits).

                  1.11 "Discretionary Credits" means the Discretionary Credits
allocated to a Participant's Discretionary Credit Account in accordance with
Section 3.4 (Discretionary Credits).

                  1.12 "Distribution Election Form" means the election form by
which a Participant elects the manner in which his Accounts shall be distributed
pursuant to Section 5.2 (Form of Distribution).

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

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

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

                  1.16 "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).

                  1.17 "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).

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

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                  1.19 "Participant" means an employee of the Company or any
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.

                  1.20 "Plan" means the PNM Resources, Inc. Executive Savings
Plan, as set forth herein.

                  1.21 "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.

                  1.22 "Plan Year" means the calendar year.

                  1.23 "Recordkeeper" means the entity selected by the Company
to keep Plan records and to adjust Accounts pursuant to Section 4.1 (Adjustment
of Accounts) of the Plan.

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

                  1.25 "RSP Employer Contribution" means the discretionary
contributions made by the Company for the benefit of a Participant under and in
accordance with the terms of the RSP in any Plan Year.

                  1.26 "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).

                  1.27 "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).

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

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

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

                  1.31 "Valuation Date" shall mean each business day of the Plan
Year.

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                                   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 employees of the Company or
an adopting affiliate who are Participants in the Plan on the date of adoption
of this amended and restated Plan document will continue as such, subject to the
provisions of Section 2.3 (Discontinuance of Participation). Effective January
1, 2002, 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 Company and/or its 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. 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 termination
of his employment, unless the Plan Administrator, in the exercise of its
discretion, directs that a distribution be made as of an earlier date, in which
case the individual's Accounts shall be distributed on the same basis as if the
individual's employment had been terminated. The Participant's Accounts will
continue to be adjusted to reflect hypothetical investment earnings or losses in
accordance with Section 4.1 (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, and the 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.

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                                  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 January 1 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 from Compensation otherwise payable in the future during the then
current Plan Year by signing and delivering a Supplemental Deferral Agreement
within 30 days after the date on which he or she is notified by the Benefits
Department that he or she is eligible to participate. Subject to the following,
an election made by a Participant shall be irrevocable with respect to the Plan
Year covered by the election. One time per Plan Year, a Participant may modify
or revoke the election effective for the subsequent calendar quarters of the
Plan Year by delivering to the Benefits Department a written instrument prior to
the first day of the next calendar quarter of the Plan Year (i.e., April 1, July
1, or October 1) for which such modification or revocation is to be effective.
Notwithstanding the foregoing sentence, the elections contained in a
Supplemental Deferral Agreement shall be irrevocable for the Plan Year covered
by the election for purposes of the election to defer Compensation attributable
to annual bonuses, awards, or incentive compensation paid to a Participant.

                  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
matching contributions under the terms of the RSP.

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                      (b) Standard Credit. The Standard Credit shall equal (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 in the Plan Year.

                  3.4 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.

                  3.5 Termination During the Plan Year. A Participant need not
be employed by the Company on the last day of the Plan Year in order to receive
the credits called for by this Article III (Deferrals and Credits).

                  3.6 Benefits Not Contingent. Deferrals and credits for any
Participant under this Plan are not increased or decreased to the extent a
Participant makes or does not make deferrals under the RSP.

                  3.7 Allocation Among Affiliates. Each affiliate that
participates in the Plan shall bear the costs and expenses of providing benefits
accrued by its employee-Participants during periods while they are employed by
that affiliate. Such costs and expenses shall be allocated among the
participating affiliates in accordance with (a) agreements entered into between
the Company and any participating affiliate, or (b) in the absence of such an
agreement, procedures adopted by the Company.

                                   ARTICLE IV
                             INVESTMENT OF ACCOUNTS

                  4.1 Adjustment of Accounts. Except as otherwise provided
elsewhere in the Plan, as of each Valuation Date, each Participant's Accounts
will be adjusted to reflect deferrals and credits under Article III (Deferrals
and Credits) and the positive or negative rate of return on the Investment Funds
selected by the Participant pursuant to Section 4.2(b) (Investment Direction -
Participant Directions). The rate of return will be determined by the
Recordkeeper pursuant to Section 4.2(f) (Investment Direction - Rate of Return)
and will be credited or charged in accordance with written policies applied to
all Participants. While the Accounts will be adjusted as of each Valuation Date,
the Recordkeeper shall only post the adjustments as of the last business day of
each month.

                  4.2 Investment Direction.

                      (a) Investment Funds. Each Participant may direct the
hypothetical investment of amounts credited to his Accounts in one or more of
the Investment Funds. The Investment Funds shall include a Company Stock Fund
and such other investment funds as may be available under the RSP. The
Investment Funds may be changed from time to time by the Company's Corporate
Investment Committee, in its discretion.

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                      (b) Participant Directions. Upon becoming a Participant in
the Plan, each Participant may direct that all of the amounts attributable to
his Accounts be invested in a single Investment Fund or may direct that
fractional (percentage) increments of his Accounts be invested in such fund or
funds as he shall desire in accordance with such procedures as may be
established by the Company's Corporate Investment Committee. Unless such
committee prescribes otherwise, such procedures shall mirror the procedures
established under the RSP for participant investment direction. A Participant's
ability to direct investments into or out of the Company Stock Fund shall be
subject to such procedures as the Company's General Counsel (or his delegate)
may prescribe from time to time to assure compliance with Rule 16b-3 promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended, and
other applicable requirements. Such procedures also may limit or restrict a
Participant's ability to make (or modify previously made) elections.

                      (c) Changes and Intra-Fund Transfers. Participant
investment directions may be changed, and amounts may be transferred from one
hypothetical Investment Fund to another, in accordance with the procedures
established by the Company's Corporate Investment Committee (or, in the case of
the Company Stock Fund, the Company's General Counsel) pursuant to Section
4.2(b) (Investment Direction - Participant Directions). The designation will
continue until changed by the timely submission of a new designation.

                      (d) Default Selection. In the absence of any designation,
a Participant will be deemed to have directed the investment of his Accounts in
such Investment Funds as the Company's Corporate Investment Committee, in its
sole and absolute discretion, shall determine.

                      (e) Impact of Election. The Participant's selection of
Investment Funds shall serve only as a measurement of the value of the
Participant's Accounts pursuant to Section 4.1 (Adjustment of Accounts) and this
Section 4.2 and neither the Company nor the Committee are required to actually
invest a Participant's Accounts in accordance with the Participant's selections.

                      (f) Rate of Return. Accounts shall be adjusted on each
Valuation Date to reflect investment gains and losses as if the Accounts were
invested in the hypothetical Investment Funds selected by the Participants in
accordance with this Section 4.2 and charged with any and all reasonable
expenses related to the administration of the Plan including, but not limited
to, the reasonable expenses of carrying out the hypothetical investment
directions related to each account. The earnings and losses determined by the
Recordkeeper in good faith and in its discretion pursuant to this Section shall
be binding and conclusive on the Participant, the Participant's beneficiary and
all parties claiming through them.

                      (g) Charges. The Committee may direct the Recordkeeper to
charge each Participant's Accounts for the reasonable expenses of carrying out
investment instructions directly related to such Accounts.

                  4.3 Special Company Stock Fund Provisions.

                      (a) General. A Participant's interest in the Company Stock
Fund shall be expressed in whole and fractional hypothetical units of the

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Company Stock Fund. As a general matter, the Company Stock Fund shall track an
investment in Company Stock in the same manner as the RSP's company stock fund.
Accordingly, the value of a unit in the Plan's Company Stock Fund shall be the
same as the value of a unit in the RSP's company stock fund.


                      (b) Dividends and Stock Splits. If a cash dividend is
declared on Company Stock, the hypothetical equivalent cash dividends
attributable to the notional shares held in the Company Stock Fund shall be
"reinvested" into the Company Stock Fund. If a stock dividend or share split is
declared with respect to Company Stock, a hypothetical equivalent stock dividend
or stock split attributable to the notional shares held in the Company Stock
Fund, or any hypothetical securities issued with respect to the Company Stock
Fund shall be allocated to the Company Stock Fund. All such hypothetical
dividends (cash or stock) or stock splits shall be reflected appropriately in
the Participant's Accounts.

                  4.4 Compliance with Securities Laws. Any election by a
Participant to hypothetically invest any amount in the Company Stock Fund, and
any elections to transfer amounts from or to the Company Stock Fund to or from
any other Investment Fund, shall be subject to all applicable securities law
requirements, including but not limited to Rule 16b-3 promulgated by the
Securities Exchange Commission. To the extent that any election violates any
securities law requirement, the election shall be void.

                                   ARTICLE V
                                  DISTRIBUTIONS

                  5.1 Right to Receive Distribution. Following a Participant's
termination of employment for any reason, the Participant's interest in this
Plan will be distributed to the Participant at the time and in the manner
provided in Sections 5.4 (Timing of Distribution) and 5.2 (Form of
Distribution). A transfer of a Participant from the Company to an affiliate that
is authorized by the Board of Directors to adopt the Plan and that has adopted
the Plan shall not be deemed a termination and such transfer shall not trigger a
distribution of benefits under this Plan.

                  5.2 Form of Distribution.

                      (a) Company Stock Fund. Subject to Section 5.2(c) (Form of
Distribution - Limitations on Distributions and Intra-Fund Transfers), the
portion of a Participant's Accounts that is allocated to the Company Stock Fund
shall be distributed in a single lump sum cash payment or in whole shares of
Company Stock (with fractional shares paid for in cash) as elected by the
Participant. The election to receive cash or Company Stock shall be made at the
time and in the manner provided in the form prescribed by the Benefits
Department from time to time for that purpose. Any election made by a
Participant pursuant to this Section with respect to a distribution from the
Company Stock Fund shall be subject to all applicable securities law
requirements, including but not limited to, Rule 16b-3. Any election that may
not be implemented due to the lack of any available exemption shall be void. The
Benefits Department may then make the distribution in any fashion that will not
result in a violation of any applicable securities law requirements. The
Benefits Department also may delay the distribution if necessary. An exemption
to the securities law requirements that is only available with the prior
approval of the Board, the shareholders, or some other individual or
individuals, shall not be considered to be available unless such approval is
actually granted in a timely manner.

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                      (b) Non-Company Stock Investment Funds. Subject to Section
5.2(c) (Form of Distribution - Limitations on Distributions and Intra-Fund
Transfers), the portion of a Participant's Accounts that is not allocated to the
Company Stock Fund shall be distributed in cash in a single lump sum payment,
installments, or in the form of an annuity. Installments and annuity
distributions shall be subject to such uniform rules and procedures as may be
adopted by the Plan Administrator from time to time. The method of payment shall
be selected by the Participant in the initial Distribution Election Form (which
may be contained in a Supplemental Deferral Agreement) submitted by the
Participant to the Benefits Department on entry into the Plan or following the
adoption of this amended and restated Plan, whichever is later. A Participant
may change his distribution election by filing a new Distribution Election Form
with the Benefits Department. A revised Distribution Election Form will be
honored only if at least one year elapses between (1) the date on which such new
Distribution Election Form is filed with the Benefits Department and (2) the
date on which the Participant terminates employment with the Company. If a
revised Distribution Election Form is not honored because it was not timely
filed, distributions shall be made pursuant to the most recent Distribution
Election Form filed by the Participant at least one year prior to the
Participant's termination. If no valid Distribution Election Form exists (or if
the only valid form was filed within the one year period described above), the
Participant's Accounts will be distributed in a single lump sum.

                      (c) Limitations on Distributions and Intra-Fund Transfers.
Amounts transferred pursuant to Section 4.2(c) (Investment Direction - Changes
and Intra-Fund Transfers) to or from the Company Stock Fund shall, for a
one-year period, continue to be subject to the distribution elections applicable
to such amounts (as adjusted for earnings or losses) pursuant to Sections 5.2(a)
(Form of Distribution - Company Stock Fund) and 5.2(b) (Form of Distribution -
Non-Company Stock Investment Funds) as if no transfer had taken place. For
example, if a Participant transfers $25,000 to the Company Stock Fund from other
Investment Funds on January 1, 2004, then that transferred $25,000, as adjusted
for subsequent earnings or losses, shall continue to be distributable in cash
pursuant to the distribution method elected pursuant to Section 5.2(b) until
January 1, 2005. If the Participant had transferred $25,000 from the Company
Stock Fund into the other Investment Funds, then the transferred amount, as
adjusted for subsequent earnings or losses, could be distributable in cash in
the form of a lump sum pursuant to Section 5.2(a) (Form of Distribution -
Company Stock Fund) until January 1, 2005. Only amounts actually invested in the
Company Stock Fund, for the requisite one-year period, however, may be
distributable in Company Stock.

                  5.3 Amount of Distribution. The amount distributed to a
Participant shall equal the sum of the amounts credited to the Participant's
Accounts as of the quarterly Valuation Date next following the Participant's
termination of employment. For purposes of this Plan, a "quarterly Valuation
Date" is a Valuation Date that coincides with the last business day of a
calendar quarter. Amounts invested in the Company Stock Fund that are
distributed in cash shall be valued at the fair market value of the Company
Stock on the relevant Valuation Date. Similarly, amounts that are distributed in
the form of Company Stock shall be valued at the fair market value of the
Company Stock on the relevant Valuation Date.

                  5.4 Timing of Distribution. As a general rule, funds will be
distributed within an administratively reasonable period of time (generally ten
working days) following the appropriate quarterly Valuation Date, unless
prohibited by the Company's cash position.

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                  5.5 Accelerated Withdrawals. A Participant who is a current
employee may elect to receive an accelerated withdrawal of the entire portion of
his Accounts that is subject to accelerated withdrawal pursuant to Section
5.5(a) (Accelerated Withdrawals - Amount of Withdrawal) by filing a written
election with the Benefits Department. Only one accelerated withdrawal may be
elected during any 12-month period. Accelerated withdrawals of amounts allocated
to the Company Stock Fund may be limited as described in paragraph (a).
Participants who have terminated employment, regardless of whether they have
elected or begun receiving installment or annuity payments pursuant to Section
4.2(b) (Investment Direction - Participant Directions), may not elect to receive
an accelerated withdrawal.

                      (a) Amount of Withdrawal. An accelerated withdrawal
pursuant to this Section 5.5 shall be limited to the lesser of (1) 50% of the
value of the Participant's Accounts, including any amounts invested in the
Company Stock Fund, or (2) the amount that may be charged against the
Participant's Accounts pursuant to Section 5.5(d) (Accelerated Withdrawals -
Allocation of Amount Withdrawn and Forfeiture). For purposes of determining the
amount to be distributed, the Participant's Accounts shall be valued as of the
effective date of the withdrawal and shall be paid as soon as reasonably
possible thereafter.

                      (b) Forfeiture. A Participant who elects an accelerated
withdrawal pursuant to this Section 5.5 shall forfeit an amount equal to 10% of
the amount withdrawn as of the day on which the accelerated withdrawal is
distributed to the Participant.

                      (c) Suspension of Participation. Any Participant who
elects to receive an accelerated withdrawal pursuant to this Section 5.5 shall
be suspended from making Supplemental Deferrals or receiving Supplemental
Matching or Employer Credits for 12 months from the date that the accelerated
withdrawal is paid to the Participant. Upon expiration of the 12-month
suspension period, the Participant shall be permitted to execute a new
Supplemental Deferral Agreement pursuant to Section 3.2(b) (Supplemental
Deferrals - Timing of Elections) and to begin making Supplemental Deferrals as
of the first day of the first payroll period in any subsequent calendar quarter
of the Plan Year.

                      (d) Allocation of Amount Withdrawn and Forfeiture. The
amount withdrawn and any forfeiture will be charged to the Participant's
Accounts in accordance with such procedures as may be adopted from time to time
by the Plan Administrator. Withdrawals from the Company Stock Fund, however,
shall be subject to such procedures as the Company's General Counsel (or his
delegate) may prescribe from time to time to assure compliance with Rule 16b-3
promulgated under Section 16(b) of the Securities Exchange Act of 1934, as
amended, and other applicable securities law requirements. If the Participant is
unable, pursuant to the preceding sentence, to withdraw amounts invested in the
Company Stock Fund, then (1) no portion of the withdrawal or forfeiture will be
charged against the amount allocated to the Company Stock Fund, and (2) the
withdrawal and forfeiture shall be limited to the amount of the Participant's
Accounts that are invested in Investment Funds other than the Company Stock
Fund.

                  5.6 Beneficiary Designation. If a Participant should die
before receiving a full distribution of his or her Accounts, distribution shall
be made to the beneficiary designated by the Participant. If a Participant has

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not designated a beneficiary, or if no designated beneficiary is living on the
date of distribution, such amounts shall be distributed to those persons
entitled to receive distributions of the Participant's Accounts under the RSP.
The distributions made under this Plan shall be made in a lump sum.

                  5.7 Withholding. All distributions will be subject to all
applicable tax and withholding requirements.

                  5.8 Deductibility. All amounts distributed from the Plan are
intended to be deductible by the Company or the appropriate adopting affiliate.
If all or any portion of a distribution will not be deductible, the payment of
the nondeductible portion will be postponed until the first year in which it may
be deducted. The distribution will be made during the first 60 days of such
year. The unpaid amounts will continue to be adjusted pursuant to Article IV
(Investment of Accounts) until the Accounts have been distributed.

                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN

                  6.1 Appointment of Committee. The Company's Benefits
Governance Committee, referred to in this Plan as the "Committee," shall have
authority to administer the Plan. The Committee shall consist of such members as
may be appointed by the Company. The Company may remove any member of the
Committee at any time and a member may resign by written notice to the Company.
Any vacancy in the membership of the Committee shall be filled by appointment
made by the Company, but pending the filling of such vacancy the existing
members of the Committee may act hereunder as though they alone constitute the
full Committee. The Company may delegate its authority under this Section 6.1 to
the Company's Chief Executive Officer.

                  6.2 Majority Rule and Delegation of Ministerial Acts. Any and
all acts and decisions of the Committee shall, if there is more than one member,
be by at least a majority of the current members, but the Committee may delegate
to any one or more of its members or any other person the authority to sign
notices or other documents on its behalf or to perform ministerial acts for it,
in which event any other person may accept such notice, document or act without
question as having been authorized by the Committee. If the majority of the
current members of the Committee are unable to agree to an act or decision, the
Committee shall seek instructions from the Company.

                  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 one of its members as Secretary, and may establish
policies and procedures governing it so long as the same are not inconsistent
with the terms of this Plan.

                  6.4 General Powers and Duties.

                      (a) General. The Committee shall perform the duties and
exercise the powers and discretion given to it in this Plan document and its
decisions and actions shall be final and conclusive as to all persons affected

                                       11
<PAGE>

thereby. The Company and the adopting affiliates shall furnish the Committee
with all data and information that the Committee may reasonably require in order
to perform its functions. The Committee may rely without question upon any such
data or information.

                      (b) Disputes. Any and all disputes that may arise
involving Participants or beneficiaries shall be referred to the Committee and
its decision shall be final. Furthermore, if any question arises as to the
meaning, interpretation or application of any provisions of this Plan, the
decision of the Committee shall be final.

                      (c) Conflicts of Interests. Notwithstanding any other
provision of this Plan, during any period in which two or more Committee members
are acting, no member of the Committee shall vote or act as a member of the
Committee upon any matter involving the member's own rights, benefits or other
participation hereunder. If a member of the Committee is recused pursuant to the
preceding sentence, then the remaining Committee members may act as if they
alone constitute the full Committee.

                      (d) Agents. The Committee may engage agents, including
actuaries, to assist it and may engage legal counsel who may be counsel for the
Company. The Committee shall not be responsible for any action taken or omitted
to be taken on the advice of such counsel, including written opinions or
certificates of any agent, counsel, actuary or physician.

                      (e) Insurance. At the Committee's request, the Company
shall purchase liability insurance to cover the members of the Committee in
their activities as the Committee.

                      (f) Allocations. The Committee is given specific authority
to allocate and revoke responsibilities among its members. When the Committee
has allocated authority pursuant to this paragraph, the Committee is not to be
liable for the acts or omissions of the party to whom such responsibility has
been allocated.

                      (g) Records. The Benefits Department shall supervise the
establishment and maintenance of records by the Recordkeeper, the Company and
each adopting affiliate containing all relevant data pertaining to any person
affected hereby and his or her rights under this Plan. In addition, the
Committee may, in its discretion, establish a system for complete or partial
electronic administration of the Plan and may replace any written documents
described in this Plan with electronic counterparts as it deems appropriate.

                      (h) Interpretations. The Committee, in its sole
discretion, shall interpret and construe the provisions of the Plan (and any
underlying documents or policies).

                      (i) Accounts. The Committee (or Recordkeeper, as
appropriate) shall combine the various Accounts of a Participant if it deems
such action appropriate. Furthermore, the Committee (or Recordkeeper, as
appropriate) shall divide a Participant's Accounts into sub-accounts if it deems
such action appropriate.

         The foregoing list of powers and duties is not intended to be
exhaustive, and the Committee shall, in addition, exercise such other powers and
perform such other duties as it may deem advisable in the administration of the
Plan, unless such powers or duties are assigned to another pursuant to the
provisions of the Plan.

                                       12
<PAGE>

                  6.5 Claims.

                      (a) Initial Claim. A claim for benefits by a Participant,
beneficiary or any other person (all of whom are referred to in this Section as
a "Claimant") under this Plan must be submitted to the Benefits Department. The
Benefits Department will notify the Claimant of the disposition of the claim
within ninety (90) days after the request is filed with the Benefits Department.
The Benefits Department may have an additional period of up to ninety (90) days
to decide the claim if the Benefits Department determines that special
circumstances require an extension of time to decide the claim and the Benefits
Department advises the Claimant in writing of the need for an extension
(including an explanation of the special circumstances requiring the extension)
and the date on which it expects to decide the claim. If, following the review,
the claim is denied, in whole or in part, the notice of disposition shall set
forth:

                          (1) the specific reason(s) for denial of the claim;

                          (2) reference to the specific Plan provisions upon
which the determination is based;

                          (3) a description of any additional material or
information necessary for the Claimant to perfect the claim and an explanation
of why such material or information is necessary;

                          (4) an explanation of the Plan's appeal procedures,
and an explanation of the time limits applicable to the Plan's appeal
procedures, including a statement of the Claimant's right to bring a civil
action under Section 502(a) of ERISA.

                      (b) Appeal of Adverse Benefit Determination.

                          (1) Within sixty (60) days after receiving the written
notice of the disposition of the claim described in paragraph (a), the Claimant,
or the Claimant's authorized representative, may appeal such denied claim. The
Claimant may submit a written statement of his claim (including any written
comments, documents, records and other information relating to the claim) and
the reasons for granting the claim to the Committee. The Committee shall have
the right to request of and receive from the Claimant such additional
information, documents or other evidence as the Committee may reasonably
require. If the Claimant does not request an appeal of the denied claim within
sixty (60) days after receiving written notice of the disposition of the claim
as described in paragraph (a), the Claimant shall be deemed to have accepted the
disposition of the claim and such written disposition will be final and binding
on the Claimant and anyone claiming benefits through the Claimant, unless the
Claimant shall have been physically or mentally incapacitated so as to be unable
to request review within the sixty (60) day period. The appeal shall take into
account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such documents,
records or other information were submitted or considered in the initial benefit
determination or the initial review.

                                       13
<PAGE>

                          (2) A decision on appeal to the Committee shall be
rendered in writing by the Committee ordinarily not later than sixty (60) days
after the Claimant requests review. A written copy of the decision shall be
delivered to the Claimant. If special circumstances require an extension of the
ordinary period, the Committee shall so notify the Claimant of the extension
with such notice containing an explanation of the special circumstances
requiring the extension and the date by which the Committee expects to render a
decision. Any such extension shall not extend beyond sixty (60) days after the
ordinary period. The period of time within which a benefit determination on
review is required to be made shall begin at the time an appeal is filed in
accordance with the provisions of paragraph (b)(1) above, without regard to
whether all the information necessary to make a decision on appeal accompanies
the filing.

                  If the appeal to the Committee is denied, in whole or in part,
the decision on appeal referred to in the first sentence of this paragraph (2)
shall set forth:

                               (i) the specific reason(s) for denial of the
claim;

                               (ii) reference to the specific Plan provisions
upon which the denial is based;

                               (iii) a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the Claimant's
claim for benefits; and

                               (iv) a statement of the Claimant's right to bring
a civil action under Section 502(a) of ERISA.

                      (c) Right to Examine Plan Documents and to Submit
Materials. In connection with the determination of a claim, or in connection
with review of a denied claim or appeal pursuant to this Section 6.5, the
Claimant may examine this Plan and any other pertinent documents generally
available to Participants relating to the claim and may submit written comments,
documents, records and other information relating to the claim for benefits. The
Claimant also will be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information relevant
to the Claimant's claim for benefits with such relevance to be determined in
accordance with Section 6.5(d) (Claims - Relevance).

                      (d) Relevance. For purpose of this Section 6.5, documents,
records, or other information shall be considered "relevant" to a Claimant's
claim for benefits if such documents, records or other information:

                          (1) were relied upon in making the benefit
determination;

                          (2) were submitted, considered, or generated in the
course of making the benefit determination, without regard to whether such
documents, records or other information were relied upon in making the benefit
determination; or

                          (3) demonstrate compliance with the administrative
processes and safeguards required pursuant to this Section 6.5 regarding the
making of the benefit determination.

                                       14
<PAGE>

                      (e) Decisions Final; Procedures Mandatory. To the extent
permitted by law, a decision on review or appeal shall be binding and conclusive
upon all persons whomsoever. To the extent permitted by law, completion of the
claims procedures described in this Section 6.5 shall be a mandatory
precondition that must be complied with prior to commencement of a legal or
equitable action in connection with the Plan by a person claiming rights under
the Plan or by another person claiming rights through such a person. The
Committee may, in its sole discretion, waive these procedures as a mandatory
precondition to such an action.

                      (f) Time For Filing Legal Or Equitable Action. Any legal
or equitable action filed in connection with the Plan by a person claiming
rights under the Plan or by another person claiming rights through such a person
must be commenced not later than the earlier of: (1) the shortest applicable
statute of limitations provided by law; or (2) two years from the date the
written copy of the Committee's decision on review is delivered to the Claimant
in accordance with Section 6.5(b) (Claims - Appeal of Adverse Benefit
Determination).

                                  ARTICLE VII
                            AMENDMENT OR TERMINATION

                  7.1 Amendment or Termination. The Company intends the Plan to
be permanent but reserves the right to amend or terminate the Plan when, in the
sole discretion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board (or its delegate) and shall be effective as of the date of such
resolution.

                  7.2 Effect of Amendment or Termination. Any amendment or
termination of this Plan shall apply prospectively only and shall not directly
or indirectly reduce the balance of any Plan account as of the effective date of
such amendment or termination. Upon termination of the Plan, distribution of
amounts in a Participant's Supplemental Deferral Account, Matching Credit
Account, Standard Credit Account and Discretionary Credit Account shall be made
to the Participant or his or her beneficiary in the manner and at the time
described in Article V (Distributions) of the Plan. No additional credits of
Supplemental Deferrals Matching, Standard or Discretionary Credits shall be made
to the Accounts of a Participant after termination of the Plan, but the Company
may continue to credit or charge gains and losses to such Accounts, until the
balance of such Accounts has been fully distributed to the Participant or his
beneficiary.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

                  8.1 Participant's Rights Unsecured. The Plan at all times
shall be entirely unfunded and no provision shall at any time be made with
respect to segregating any assets of the Company for payment of any
distributions hereunder. The right of a Participant or his or her designated
beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Company, and neither the Participant nor a
designated beneficiary shall have any rights in or against any specific assets
of the Company. All amounts credited to a Participant's Accounts shall
constitute general assets of the Company and may be disposed of by the Company
at such time and for such purposes as it may deem appropriate. Nothing in this

                                       15
<PAGE>

Section shall preclude the Company from establishing a "Rabbi Trust," but the
assets in the Rabbi Trust must be available to pay the claims of the Company's
general creditors in the event of the Company's insolvency.

                  8.2 Funding Upon A Change In Control. As a condition to the
closing of any transaction that constitutes a Change in Control, the Company
shall transfer to the trustee of a "Rabbi Trust" an amount equal to the
aggregate value of all Participants' Accounts. If it is discovered at any time
that the amount initially transferred is less than the total amount called for
by the initial sentence of this Section, the shortfall shall be transferred to
the trustee immediately upon the discovery of such error.

                  8.3 No Guaranty of Benefits. Nothing contained in the Plan
shall constitute a guaranty by the Company or any other person or entity that
the assets of the Company will be sufficient to pay any benefit hereunder.

                  8.4 No Enlargement of Employee Rights. No Participant shall
have any right to receive a distribution from the Plan except in accordance with
the terms of the Plan. Establishment of the Plan shall not be construed to give
any Participant the right to be retained in the service of the Company.

                  8.5 Spendthrift Provision. No interest of any person or entity
in, or right to receive a distribution under, the Plan shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor shall any such interest or right to
receive a distribution be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims in bankruptcy proceedings. This Section shall
not preclude arrangements for the withholding of taxes from deferrals, credits,
or benefit payments, arrangements for the recovery of benefit overpayments,
arrangements for the transfer of benefit rights to another plan, or arrangements
for direct deposit of benefit payments to an account in a bank, savings and loan
association or credit union (provided that such arrangement is not part of an
arrangement constituting an assignment or alienation).

                  8.6 Applicable Law. The Plan shall be construed and
administered under the laws of the State of New Mexico, except to the extent
preempted by ERISA.

                  8.7 Incapacity of Recipient. If the Benefits Department is
served with a court order holding that a person entitled to a distribution under
the Plan is incapable of personally receiving and giving a valid receipt for
such distribution, the Benefits Department shall postpone payment until such
time as a claim therefore shall have been made by a duly appointed guardian or
other legal representative of such person. The Benefits Department is under no
obligation to inquire or investigate as to the competency of any person entitled
to a distribution. Any payment to an appointed guardian or other legal
representative under this Section shall be a payment for the account of the
incapacitated person and a complete discharge of any liability of the Company
and the Plan therefore.

                                       16
<PAGE>

                  8.8 Successors. This Plan shall be binding upon the successors
and assigns of the Company and upon the heirs, beneficiaries and personal
representatives of the individuals who become Participants hereunder.

                  8.9 Unclaimed Benefit. Each Participant shall keep the
Benefits Department informed of his or her current address and the current
address of his or her designated beneficiary. The Benefits Department shall not
be obligated to search for the whereabouts of any person. If the location of a
Participant is not made known to the Benefits Department within three years
after the date on which payment of the Participant's Supplemental Deferral and
Supplemental Employer Accounts may first be made, payment may be made as though
the Participant had died at the end of the three year period. If, within one
additional year after such three year period has elapsed, or, within three years
after the actual death of a Participant, the designated beneficiary of the
Participant has not been located, then there shall be no further obligation to
pay any benefit hereunder to such Participant or designated beneficiary and such
benefit shall be irrevocably forfeited.

                  8.10 Limitations on Liability. Notwithstanding any of the
preceding provisions of the Plan, neither the Plan Administrator, the Benefits
Department or the Committee, nor any individual acting as the Plan
Administrator's, the Benefits Department's, the Committee's, or the Company's
employee, agent, or representative shall be liable to any Participant, former
Participant or other person for any claim, loss, liability or expense incurred
in connection with the Plan.

                  8.11 Headings for Convenience Only. The headings and
subheadings of this Plan are inserted for convenience and reference only and are
not to be used in construing this instrument or any provision herein.

                  8.12 Severability. If any provision of this Plan is held to be
illegal or invalid, such illegality or invalidity shall not affect the remaining
provisions of this Plan, and the remaining provisions shall be construed and
enforced as if such illegal or invalid provision had never been inserted herein.

                  8.13 Conflicts. If any person holds a position under this Plan
through which he or she is charged with making a decision about his or her own
(or any immediate family member's) Plan participation, including, without
limitation, eligibility, account valuation, or investments, then such person
shall be recused and the decision shall be made by the Committee.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer as of the _29th_ day of December, 2003.


                                 PNM RESOURCES, INC.



                                 By:      /s/  Alice A. Cobb
                                    -------------------------------------------
                                    Its:      Senior Vice President,
                                    -------------------------------------------
                                              People Services & Development
                                    -------------------------------------------


                                       17
<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I             DEFINITIONS............................................1

         1.1      "Benefits Department"......................................1

         1.2      "Board"....................................................1

         1.3      "Change in Control"........................................1

         1.4      "Code".....................................................1

         1.5      "Committee"................................................1

         1.6      "Company"..................................................1

         1.7      "Company Stock"............................................2

         1.8      "Company Stock Fund".......................................2

         1.9      "Compensation".............................................2

         1.10     "Discretionary Credit Account".............................2

         1.11     "Discretionary Credits"....................................2

         1.12     "Distribution Election Form"...............................2

         1.13     "Employee Retention Plan"..................................2

         1.14     "ERISA"....................................................2

         1.15     "Investment Fund"..........................................2

         1.16     "Matching Credit Account"..................................2

         1.17     "Matching Credits".........................................2

         1.18     "Normal Retirement Date"...................................2

         1.19     "Participant"..............................................3

         1.20     "Plan".....................................................3

         1.21     "Plan Administrator".......................................3

         1.22     "Plan Year"................................................3

         1.23     "Recordkeeper".............................................3

         1.24     "RSP"......................................................3

         1.25     "RSP Employer Contribution"................................3

         1.26     "Standard Credit Account"..................................3

         1.27     "Standard Credits".........................................3

         1.28     "Supplemental Deferral Account"............................3

         1.29     "Supplemental Deferral Agreement"..........................3

                                       i
<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)


         1.30     "Supplemental Deferrals"...................................3

         1.31     "Valuation Date"...........................................3

ARTICLE II            ELIGIBILITY; ADOPTION BY AFFILIATES....................4

         2.1      The Eligible Class.........................................4

         2.2      Selection of Participants..................................4

         2.3      Discontinuance of Participation............................4

         2.4      Adoption by Affiliates.....................................4

ARTICLE III           DEFERRALS AND CREDITS..................................5

         3.1      Supplemental Deferral Agreement............................5

         3.2      Supplemental Deferrals.....................................5

         3.3      Matching and Standard Credits..............................5

         3.4      Discretionary Credits......................................6

         3.5      Termination During the Plan Year...........................6

         3.6      Benefits Not Contingent....................................6

         3.7      Allocation Among Affiliates................................6

ARTICLE IV            INVESTMENT OF ACCOUNTS.................................6

         4.1      Adjustment of Accounts.....................................6

         4.2      Investment Direction.......................................6

         4.3      Special Company Stock Fund Provisions......................7

         4.4      Compliance with Securities Laws............................8

ARTICLE V             DISTRIBUTIONS..........................................8

         5.1      Right to Receive Distribution..............................8

         5.2      Form of Distribution.......................................8

         5.3      Amount of Distribution.....................................9

         5.4      Timing of Distribution.....................................9

         5.5      Accelerated Withdrawals...................................10

         5.6      Beneficiary Designation...................................10

         5.7      Withholding...............................................11

         5.8      Deductibility.............................................11

                                       ii
<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)


ARTICLE VI            ADMINISTRATION OF THE PLAN............................11

         6.1      Appointment of Committee..................................11

         6.2      Majority Rule and Delegation of Ministerial Acts..........11

         6.3      Meetings..................................................11

         6.4      General Powers and Duties.................................11

         6.5      Claims....................................................13

ARTICLE VII           AMENDMENT OR TERMINATION..............................15

         7.1      Amendment or Termination..................................15

         7.2      Effect of Amendment or Termination........................15

ARTICLE VIII          GENERAL PROVISIONS....................................15

         8.1      Participant's Rights Unsecured............................15

         8.2      Funding Upon A Change In Control..........................16

         8.3      No Guaranty of Benefits...................................16

         8.4      No Enlargement of Employee Rights.........................16

         8.5      Spendthrift Provision.....................................16

         8.6      Applicable Law............................................16

         8.7      Incapacity of Recipient...................................16

         8.8      Successors................................................17

         8.9      Unclaimed Benefit.........................................17

         8.10     Limitations on Liability..................................17

         8.11     Headings for Convenience Only.............................17

         8.12     Severability..............................................17

         8.13     Conflicts.................................................17


                                      iii