Exhibit 10.43


    
      

    


    Exhibit
      10.43

    


    FOURTH
      AMENDMENT

    TO
      THE

    PNM
      RESOURCES, INC.

    NON-UNION
      SEVERANCE PAY PLAN

     

    Effective
      January 1, 2002, Public Service Company of New Mexico (“PNM”) adopted the Public
      Service Company of New Mexico Benefits My Way Plan (the “BMW Plan”). Effective
      November 27, 2002, sponsorship of the BMW Plan was transferred from PNM to
      PNM
      Resources, Inc. (“PNM Resources”) and the Plan as renamed the “PNM Resources,
      Inc. Benefits My Way Plan.” The BMW Plan consisted of a number of component
      programs including Program 12, Non-Union Severance Pay Program (the “Non-Union
      Severance Program”). Effective as of January 1, 2004, PNM Resources amended and
      restated the BMW Plan to divide it into a number of separate plans that replace
      several of the component programs in effect on December 31, 2003. As part of
      the
      amendment and restatement, the PNM Resources, Inc. Non-Union Severance Pay
      Plan
      (the “Plan”) was created as a successor plan to the Non-Union Severance Program,
      effective as of January 1, 2004. The Plan has since been amended on three
      previous occasions. By this instrument, PNM Resources now desires to amend
      the
      Plan as set forth below.

    1. Except
      as
      otherwise provided, this Fourth Amendment shall be effective as of April 19,
      2006.

    2. Section
      2.1(bb) (Year
      of Service)
      of the
      Plan is hereby amended by adding a new paragraph to the end
      thereof:

    PNM
      Resources and Altura Power, L.P. entered into an agreement to purchase certain
      assets of Twin Oaks Power LP and its affiliates (collectively, “Twin Oaks”) (the
“Twin Oaks Transaction”). Upon the close of the Twin Oaks Transaction, for
      purposes of calculating the Years of Service of a “Twin Oaks Transferred
      Employee,” each Twin Oaks Transferred Employee shall receive credit for all
      service with Twin Oaks as if such service were performed for the Company.
      Service will be credited on a reasonably uniform basis for all Twin Oaks
      Transferred Employees.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    For
      this
      purpose, a “Twin Oaks Transferred Employee” is any employee who was employed by
      Twin Oaks on the closing date of the Twin Oaks Transaction and who immediately
      thereafter is employed by the Company.

     

    3. This
      Fourth Amendment amends only the provisions of the Plan as noted above, and
      those provisions not expressly amended shall be considered in full force and
      effect. Notwithstanding the foregoing, this Fourth Amendment shall supersede
      the
      provisions of the Plan to the extent those provisions are inconsistent with
      the
      provisions and intent of this Fourth Amendment.

    IN
      WITNESS WHEREOF, PNM Resources has caused this Fourth Amendment to be executed
      as of this 19th day of April, 2006.

     

     

    PNM
      RESOURCES, INC.

     

    By: /s/
      Alice A. Cobb    

     

    Its:
      Senior Vice President and Chief Administrative Officer

    

      2