Exhibit 10.45.5
                                 Fifth AMENDMENT
                                     TO THE
                               PNM Resources, Inc.
                               Service Bonus Plan


         Effective as of October 23, 1984, Public Service Company of New Mexico
("PNM") established the Public Service Company of New Mexico Service Bonus Plan
(the "Plan"). The Plan has been amended on four occasions. The Fourth Amendment
to the 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.
Service Bonus Plan." The purpose of this Amendment is to make certain provisions
of the Plan more consistent with the other benefit plans and programs sponsored
by the Company.

         1.       This Amendment shall be effective as of date set forth below,
unless otherwise specified herein.

         2.       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.

         3.       Section 3.21 (Plan Administrator) of the Plan is hereby
amended in its entirety to read as follows:

                  3.21 "Plan Administrator" means the PNM Resources, Inc.
         Benefits Governance Committee or other such person or committee
         designated by the Company as the Plan Administrator.

         4.       Section 6.02 (Company Liability) of the Plan is hereby amended
and restated in its entirety to read as follows:

                  6.02 Company Liability. The Company shall create and credit to
         a special account on its books such amounts as may be necessary to
         effectuate and maintain the Plan on a sound actuarial basis. At its own
         discretion, the Company may purchase such insurance or annuity contract
         or other types of investments, as the PNM Resources, Inc. Corporate


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         Investment Committee deems desirable in order to accumulate the
         necessary funds to provide for the future benefit payments under the
         Plan. Notwithstanding anything to the contrary herein, the Company
         shall be under no obligation to fund in advance the benefits provided
         under this Plan nor shall the investment of Company funds credited to a
         special account established hereunder be restricted in any way and such
         funds shall be available for any purpose the Company may choose.

         5.       Section  6.04  (Change  in  Control)  of the Plan is hereby
amended in its  entirety  to read as follows:

                  6.04 Change in Control. As a condition to the closing of a
         "Change in Control" transaction (as defined in the PNM Resources, Inc.
         Officer Retention Plan, as it may be amended from time to time), the
         Company shall fully fund the Public Service Company of New Mexico and
         Paragon Resources, Inc. Deferred Compensation Trust Agreement and the
         Trust Agreement between PNM Resources, Inc. Deferred Compensation Trust
         Agreement and the Trust Agreement between PNM Resources, Inc. and
         Fiduciary Trust International of Delaware (commonly known as the "Rabbi
         Trusts"), which provide a funding mechanism for certain plans sponsored
         by the Company or its affiliates.

         6.       Section 8.01 of the Plan is hereby amended in its entirety to
read as follows:

                  8.01 Administration of Plan. The Board of Directors hereby
         vests the Plan Administrator with all powers and authority necessary to
         administer the Plan as herein provided, and with the authority to make
         such rules and regulations of uniform application as the Plan
         Administrator may deem necessary to carry out the provisions of the
         Plan. The Plan Administrator shall have the exclusive right to
         interpret the provisions of the Plan and to determine any questions
         arising thereunder or in connection with the administration thereof.
         Any decision or action of the Plan Administrator shall be conclusive
         and binding upon all Participating Employees and Beneficiaries. The
         Plan Administrator may delegate some (or all) of its authority
         hereunder to the organizational unit of the Company responsible for
         administering benefits programs (the "Benefits Department"). The Plan
         Administrator also may engage agents and obtain other assistance from
         the Company, including Company counsel. The Plan Administrator shall
         not be responsible for any action taken or not taken on the advice of
         legal counsel. The Plan Administrator is given specific authority to
         allocate and revoke responsibilities among its members or designees.
         When the Plan Administrator has allocated authority pursuant to the
         foregoing, the Plan Administrator shall not be liable for the acts or
         omissions of the party to whom such responsibility has been allocated,
         except to the extent provided by law.

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         7.       Article VIII (Plan Administration) of the Plan is hereby
amended by adding the following Section 8.03 to the end thereof:

                  8.03   Claims Procedure.

                  8.03.1 Review. If a Participant, beneficiary or any other
         person (all of whom are referred to in this Section as a "Claimant") is
         dissatisfied with the determination of his benefits, eligibility,
         participation, service or any other right or interest under this Plan,
         the Claimant may file a written request with the Benefits Department in
         a manner prescribed by 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 Benefits Department. The
         Benefits Department may have an additional period of up to ninety (90)
         days to decide the claim if the Plan Administrator 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 the Benefits Department
         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:

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

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

                         (c) 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;

                         (d) 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 the Employee Retirement Income
         Security Act of 1974, as it may be amended from time to time (the
         "Act").

                  8.03.2   Appeal Of Adverse Benefit Determination.

                         (a) Within sixty (60) days after receiving the
        written notice of the disposition of the claim described in Section
        8.03.1, 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 Benefits Governance Committee. The Benefits Governance
        Committee shall have the right to request of and receive from the
        Claimant such additional information, documents or other evidence as the

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        Benefits Governance 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 Section 8.03.1, 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.

                         (b) A decision on appeal to the Benefits Governance
        Committee shall be rendered in writing by the Benefits Governance
        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 Benefits Governance 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 Benefits Governance 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 Section 8.03.2(a) above, without
        regard to whether all the information necessary to make a decision on
        appeal accompanies the filing.

                           If the appeal to the Benefits Governance Committee is
         denied, in whole or in part, the decision on appeal referred to in the
         first sentence of this Section 8.03.2(b) 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 the Act.

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                  8.03.3 Special Rules For Disability Claims. Claims involving a
         determination of disability shall be administered in accordance with
         this Section 8.03 except as otherwise provided in this Section 8.03.3.

                           (a) Special Timing Rules. With respect to Section
        8.03.1 above, the Benefits Department will notify the Claimant of the
        disposition of the claim within forty-five (45) days after the request
        is filed with the Benefits Department. This forty-five (45) day period
        may be extended by the Benefits Department for up to thirty (30) days,
        provided that the Benefits Department both determines that such an
        extension is necessary due to matters beyond the control of the Benefits
        Department and notifies the Claimant, prior to the expiration of the
        initial forty-five (45) day period, of the circumstances requiring the
        extension and the day by which it expects to render a decision. If,
        prior to the end of this thirty (30) day extension period, the Benefits
        Department determines that, due to matters beyond the control of the
        Plan, a decision cannot be rendered within such extension period, the
        period for making the determination may be extended for up to an
        additional thirty (30) days, provided that the Benefits Department
        notifies the Claimant prior to the expiration of the first thirty (30)
        day extension period of the circumstances requiring the extension and
        the date as of which it expects to render a decision. In addition, for
        purposes of paragraph 8.03.2(a) above, the number sixty (60) shall be
        replaced with the number one hundred eighty (180). For purposes of
        paragraph 8.03.2(b) above, the number sixty (60) shall be replaced with
        the number forty-five (45).

                           (b) Special Information Rules. With respect to
        Sections 8.03.1 and 8.03.2, notice of the denial of a claim for
        disability benefits shall set forth the following additional
        information:

                           (i) A statement whether any internal rule, guideline,
        protocol or other similar criterion was relied upon in denying the
        claim, and if so, that such internal rule, guideline, protocol or other
        similar criterion will be provided free of charge upon request;

                           (ii) A statement that the Claimant is entitled to
        receive, upon request and free of charge, the names of any experts whose
        advice was sought with respect to the claim without regard to whether
        the advice was relied upon in deciding the appeal;


                           (iii) A statement that the Claimant is entitled to
        receive, upon request and free of charge, an explanation of any medical
        and/or vocational findings, if the denial was based, in whole or in
        part, on such findings;

                           (iv) The following statement: "You and your plan may
        have other voluntary alternative dispute resolution options such as
        mediation. One way to find out what may be available is to contact your
        local U.S. Department of Labor Office and your State insurance
        regulatory agency"; and

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                           (v) A statement describing any voluntary appeal
        procedures offered by the Plan and the Claimant's right to receive
        information about such voluntary procedures.

                           (c) Special Appeal Consultation Rules. If an appeal
         is based in whole or in part on a medical judgment, a health care
         professional who has appropriate training and experience in the field
         of medicine involved in the medical judgment, other than the health
         care professional who was consulted in connection with the initial
         benefit determination or a subordinate of such health care
         professional, must be consulted.

                           (d) No Deference To Original Decision. A decision on
         an appeal shall not afford deference to the initial adverse benefit
         determination and must be conducted by an appropriate named fiduciary
         of the Plan who is neither the individual who made the adverse benefit
         determination that is the subject of the appeal, nor the subordinate of
         such individual.

                  8.03.4 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 8.03, 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 8.03.5.

                  8.03.5 Relevance. For purpose of this Section 8.03, documents,
         records, or other information shall be considered "relevant" to a
         Claimant's claim for benefits if such documents, records or other
         information:

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

                           (b) 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

                           (c) demonstrate compliance with the administrative
         processes and safeguards required pursuant to this Section 8.03
         regarding the making of the benefit determination.

                           (d) 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 8.03 shall be a mandatory precondition that must be complied
         with prior to commencement of a legal or equitable action in connection

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         with the Plan by a person claiming rights under the Plan or by another
         person claiming rights through such a person. The Benefits Governance
         Committee may, in its sole discretion, waive these procedures as a
         mandatory precondition to such an action.

                           (e) 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:
         (i) the shortest applicable statute of limitations provided by law; or
         (ii) two years from the date the written copy of the Benefits
         Governance Committee's decision on review is delivered to the claimant
         in accordance with Section 8.03.2(b), as modified by Section 8.03.3(a),
         as applicable.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
         executed as of this _9th_ day of December, 2003.


                                    PNM RESOURCES, INC.


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

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