Exhibit 10.46

**FIRST AMENDMENTTO THEPNM RESOURCES,INC.OFFICERRETENTION PLAN**

EffectiveDecember 7, 1998, Public Service Company of New Mexico established the PublicService Company of New Mexico First Restated and Amended Executive RetentionPlan (the "Plan").  By an amendmentdated November 27, 2002, sponsorship of the Plan was transferred to PNMResources, Inc. (the "Company") and the Plan was renamed the "PNM Resources,Inc. First Restated and Amended Executive Retention Plan."  By a document dated July 14, 2003, theCompany amended and restated the Plan in its entirety and changed the name ofthe Plan to the "PNM Resources, Inc. Officer Retention Plan."  By this instrument, the Company now desiresto amend the Plan in order to provide that Officers of adopting affiliates ofthe Company may participate in the Plan.

1.         This First Amendment shall be effectiveas 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.         Article X (Miscellaneous) of thePlan is hereby amended to add a new Section 10.12 to provide as follows:

10.12   **Adoption by Affiliates**. 

(a)        An Affiliate, by action of its board ofdirectors, may adopt the Plan with respect to its Officers only with theapproval of the Board.  

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Exhibit10.46

(b)        Except as otherwise clearly indicated bythe context (such as in the definitions of Affiliate, Board, Change of Controland Committee) the term "Company" as used herein shall include each Affiliatethat has adopted this Plan in accordance with this Section 10.12.

(c)        By adopting the Plan, the Affiliateshall be deemed to have agreed to:  

(1)        Assume the obligations and liabilitiesimposed upon it by the Plan with respect to the its Officers; 

(2)        Comply with all of the terms andprovisions of the Plan; 

(3)        Delegate to the Committee the power andresponsibility to administer the Plan with respect to the Affiliate's Officers;

(4)        Delegate to PNM Resources, Inc. the fullpower to amend or terminate the Plan with respect to the Affiliate's Officers;and

(5)        Be bound by any action taken by theCompany pursuant to the terms and provisions of the Plan, regardless of whethersuch action is taken with or without the consent of the Affiliate

(d)        If the Company and one or more of itsAffiliates are maintaining this Plan for the benefit of their respectiveOfficers, and an Officer is transferred from one adopting Affiliate to another,the Officer shall not be deemed to have terminated employment for purposes ofthis Plan.

(e)        Any Affiliate that has adopted this Planfor the benefit of its Officers  mayterminate its adoption of the Plan by action of its board of directors andtimely providing notice to the Company of such termination.

(f)         The Company and each participatingAffiliate shall bear the costs and expenses of providing benefits to theirrespective Officers who are Participants. Such costs and expenses shall be allocated among the Company andAffiliates in accordance with agreements entered into between the Company andany participating Affiliate, or in the absence of such an agreement, proceduresadopted by the Company.

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Exhibit 10.46

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, PeopleServices & Development