PUBLIC SERVICE CO OF NEW MEXICO (Form: 8-K, Received: 03/01/2011 06:09:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)	February 28, 2011
	(November 29, 2010)


Commission	Name of Registrants, State of Incorporation,	I.R.S. Employer
File Number	Address and Telephone Number	Identification No.

001-32462	PNM Resources, Inc.	85-0468296
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700

001-06986	Public Service Company of New Mexico	85-0019030
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700

002-97230	Texas-New Mexico Power Company	75-0204070
	(A Texas Corporation)
	577 N. Garden Ridge Blvd.
	Lewisville, Texas 75067
	(972) 420-4189
______________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 8.01 Other Events

Arizona Public Service Company (“APS”), Salt River Project Agricultural Improvement and Power District (“Salt River Project”), Southern California Edison Company (“Edison”), Public Service Company of New Mexico (“PNM”), El Paso Electric Company (“El Paso”), Southern California Public Power Authority (“SCPPA”) and Los Angeles Department of Water and Power (”LADWP”) are parties to a certain agreement entitled Arizona Nuclear Power Project Participation Agreement, dated as of August 23, 1973, as amended by fourteen prior amendments, hereinafter, as so amended, referred to as the “Participation Agreement.”

The Participation Agreement was further amended by Amendment Number 15 signed by the last of the parties on November 29, 2010. The purpose of Amendment Number 15 was to amend procedures for allocating costs among the parties, retroactively to January 1, 2010. A copy of Amendment 15 is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Also attached hereto as Exhibits 10.2 through 10.4 are certain director and executive compensation related documents that are being filed as a matter of convenience with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number	Registrant	Description

10.1	PNM	Amendment No. 15, dated November 29, 2010, to Arizona Nuclear Power Project Participation Agreement, dated August 23, 1973, among Arizona Public Service Company, Salt River Project Agricultural Improvement and Power District, Southern California Edison Company, Public Service Company of New Mexico, El Paso Electric Company, Southern California Public Power Authority, and Department of Water and Power of the City of Los Angeles

10.2	PNMR	Changes in Director Compensation

10.3	PNMR	Form of award notice for restricted stock awards and stock options granted to directors under the PEP

10.4	PNMR	PNM Resources, Inc. Executive Spending Account Plan (amended and restated effective January 1, 2011)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	PNM RESOURCES, INC.
	PUBLIC SERVICE COMPANY OF NEW MEXICO
	TEXAS-NEW MEXICO POWER COMPANY
	(Registrants)


Date: February 28, 2011	/s/ Thomas G. Sategna
	Thomas G. Sategna
	Vice President and Corporate Controller
	(Officer duly authorized to sign this report)

Exhibit 10.1

AMENDMENT NUMBER 15

TO THE ARIZONA NUCLEAR POWER PROJECT

PARTICIPATION AGREEMENT

PARTIES :

The Parties to this Amendment Number 15 to the Arizona Nuclear Power Project Participation Agreement, hereinafter referred to as “Amendment Number 15,” are: ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as “Arizona”; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as “Salt River Project”; SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized. and existing under and by virtue of the laws of the State of California, hereinafter referred to as “Edison”; PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereinafter referred to as “PNM”; EL PASO ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Texas, hereinafter referred to as “El Paso”; SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency organized and existing under and by virtue of the laws of the State of California, doing business in the State of Arizona as SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ASSOCIATION, hereinafter referred to as “SCPPA”; and DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, a municipal corporation organized and existing under and by virtue of the laws of the State of California, hereinafter referred to as “LADWP;” all hereinafter individually referred to as “Party” and collectively as “Parties.”

2.	RECITALS :

2.1.

Arizona, Salt River Project, Edison, PNM, El Paso, SCPPA and LADWP are parties to a certain agreement entitled Arizona Nuclear Power Project Participation Agreement, dated as of August 23, 1973, as amended by: Amendment Number 1, dated as of January 1, 1974; Amendment Number 2, dated as of August 28, 1975; Amendment Number 3, dated as of July 22, 1976; Amendment Number 4, dated as of December 15, 1977; Amendment Number 5, dated as of December 5, 1979; Amendment Number 6, effective as of October 16, 1981; Amendment Number 7, effective as of April 1, 1982; Amendment Number 8, executed as of September 12, 1983; Amendment Number 9, executed as of June 12, 1984 Amendment Number 10, executed as of November 21, 1985; Amendment Number 11, effective January 10, 1987; Amendment Number 12, effective August 5, 1988; Amendment Number 13, effective June 15, 1991; and, Amendment Number 14, effective June 20, 2000, retroactive to January 1, 1993, hereinafter, as so amended, referred to as the “Participation Agreement.”

2.2.	Pursuant to and in accordance Section E.11 of Appendix E to the Participation Agreement, El Paso and PNM filed protests regarding the allocation of certain overhead expenses of Arizona, and its corporate parent Pinnacle West Capital Corporation, to the

Arizona Nuclear Power Project Participants, as specified in the Participation Agreement, Appendix E, (the “Protests”).

2.3.	After analysis and consideration of the Protests by the appropriate Palo Verde Participant committees, the Participants were not able to resolve the Protests to the satisfaction of all of the Participants.

2.4.

Prior to the call for submission of the Protests to arbitration as specified in Sections 24 and E.11.2 of the Participation Agreement, the Participants referred the Protests to higher authority within each of the respective Participants’ organizations in accordance with Section 6.10 of the Participation Agreement.

2.5.

In December 2009 and January 2010, the Participants’ higher authority ( i.e. the Chief Executive Officers, or the positional equivalent) met and conferred in an attempt to resolve the Protests. Following these meetings, PNM agreed to withdraw its protest, and Arizona proposed modifications to certain provisions of the Participation Agreement, Appendix E, to resolve El Paso’s protest; El Paso agreed to Arizona’s proposed settlement, and agreed to withdraw its protest provided that all Participants execute this Amendment No. 15.

3.	AGREEMENT :

For and in consideration of the premises and the mutual obligations of and undertakings by the Parties as hereinafter provided in this Amendment Number 15 to the Participation Agreement, the Parties agree as follows.

4.	EFFECTIVE DATE :

This Amendment Number 15 shall become effective forty-five (45) days after the date that the Party which last in time executes this Amendment Number 15. The amended procedures for allocating costs that are associated with this Amendment Number 15 shall be applied retroactively to January 1, 2010.

5.	DEFINED TERMS :

5.1.	The Capitalized and italicized words and phrases used in this Amendment Number 15 shall have meanings ascribed to them in the Participation Agreement as amended by this Amendment Number 15.

5.2.	All references to a “Section” or “Sections” in this Amendment Number 15 shall mean a Section or Sections of the Participation Agreement unless the text expressly states otherwise.

6.	AMENDMENTS TO THE ARIZONA NUCLEAR POWER PROJECT MADE BY THIS AMENDMENT NUMBER 15 :

6.1.	Delete Section E.1.9.

6.2.	Delete Section E.2.3.

6.3.	Amend Section E.3.1.4, by deleting the strikethrough text and substituting therefor the underlined text :

A portion of the expenses incurred by the Operating Agent’s System Electric Operations Department, such portion to be determined by multiplying the total of such expenses by a ratio, the numerator of which is the total payroll for ANPP and the denominator of which is the total payroll supervised by the Executive Vice President, Engineering and Operations the annual total net megawatt-hour generation of the ANPP (known and referred to as the Palo Verde Nuclear Generating Station), and the denominator of which is the annual total net megawatt-hour generation of all Arizona-operated electric generating facilities plus Arizona megawatt-hour power purchases plus Arizona megawatt-hour transmission of power for others . Such expenses shall include, but not be limited to, the following:

6.4.	Amend Section E.6.1, by deleting the strikethrough text:

The Operation and Maintenance A & G Ratio shall be the percentage computed by dividing (i) the sum of (a) the total amounts charged to FPC Accounts 920 and 921 multiplied by the O & M Ratio computed in accordance with Section E.8 hereof, (b) the total amounts charged to FPC Accounts 923 (except any amounts directly chargeable to ANPP) and 935 (formerly 932), (c) the product of the portion of labor charges included within (a) and (b) above multiplied by the Payroll Tax Ratio computed in accordance with Section E.4 hereof (d) the product of the labor charges included within (a) and (b) above multiplied by the Benefits Ratio computed in accordance with Section E.5 hereof, and (e) the product of the labor charges included within (a) and (b) above multiplied by the Compensation Insurance Ratio computed in accordance with Section E.7 hereof, less (f) the one percent (1%) portion of the administrative and general expenses charged to FPC Accounts 920 and 921 allocable to contract operation and maintenance by (ii) the direct labor (i.e. total labor less labor charge to clearing accounts) chargeable to operation and maintenance accounts (exclusive of A & G), to include O & M labor billed to Participants and the labor portion of Start-Up and Pre-Operation Costs subject to the Operation and Maintenance A & G Ratio pursuant to Section L.1.3, and to exclude the labor portion of Start-Up and Pre-Operation Costs subject to the construction administrative and general expense percentage of one percent (1%) pursuant to Section L.1.3.

6.5.	Amend Section E.6.2, by deleting the strikethrough text and substituting therefor the underlined text :

The following example sets forth the method to be employed by the Operating Agent to determine the Operation and Maintenance A & G Ratio:

EXAMPLE COMPUTATION OF OPERATIONS

AND MAINTENANCE A & G RATIO

(Based on the Operating Agent’s 1984 Experience)

Labor Total

Administrative and General Salaries

charged to FPC Account 920	$17,408,542	$17,406,779

Office Supplies and Expenses

charged to FPC Account 921		7,208,084

[Line 7] Total	$17,408,542 $24,614,863

Total FPC Accounts 920 and 921,

multiplied by O & M Ratio @ 68.48%	$11,921,544	$16,856,504

FPC Account 923		919,166

FPC Account 932 (presently 935)	1,555,913 3,127,002

[Line 11] Subtotal	$13,477,457	$20,902,672

Payroll Taxes @ 7.126%		960,404

Pensions and Benefits @ 13.512%		1,821,074

Compensation Insurance @ 0.451%		60,783

Less that 1% portion of A & G allocable

to Contract Operation and Maintenance 1,483,314

Total administrative and general expenses

allocable to operations and maintenance	$22,261,619	$23,744,933

Labor Base

Direct labor charged to system operations and

maintenance, as further defined in Section E.6.1 $148,557,953

Less direct labor charged to administrative and

general expenses (FPC Accounts 920-931 and 935) 13,160,635

Labor Base $135,397,318

Operation and Maintenance

A & G Ratio for 1984 $22,261,619 ÷ $135,397,318 = 16.442%

Operation and Maintenance

A & G Ratio for 1984 $23,744,933 ÷ $135,397,318 = 17.537%

Note: All labor figures include loading for allowed time.

6.6.	Amend Section E.9.1, by deleting the strikethrough text:

The Capital A & G Ratio shall be the percentage computed by dividing (i) the amount s equal to (A) the sum of (a) the total amounts charged to FPC Accounts 920 and 921 multiplied by the Construction Ratio computed in accordance with Section E.8 hereof, and (b) the product of the portion of labor charges included in (a) above multiplied by the sum of the Payroll Tax Ratio, the Benefits Ratio and the Compensation Insurance Ratio less (B) the one percent (1%) portion of administrative and general expenses charged to FPC Accounts 920 and 921 allocable to contract construction (including the administrative and general expenses (i) recovered on Start-Up and Pre-Operation Costs subject to the construction administrative and general expense percentage of one percent (1%) pursuant to Section L.1.3, (ii) recovered on ANPP construction expenses, and (iii) allocable to other contract construction) by (ii) the direct labor in construction accounts (exclusive of A & G), to include construction labor billed to Participants, excluding the labor portion of Start-Up and Pre-Operation Costs subject to the Operation and Maintenance A & G Ratio pursuant to Section L.1.3, less the labor portion of construction expenses to which the one percent (1%) portion of administrative and general expenses is applicable, and less the labor portion of Start-Up and Pre-Operation Costs subject to the construction administrative and general expense percentage of one percent (1%) pursuant to Section L.1.3.

6.7.	Amend Section E.9.2, by deleting the strikethrough text and substituting therefor the underlined text :

The following example sets forth the method to be employed by the Operating Agent to determine the Capital A & G Ratio:

EXAMPLE COMPUTATION OF CAPITAL A & G RATIO

(Based on the Operating Agent’s 1984 Experience)

Labor		Total

Administrative and General Salaries

charged to FPC Account 920	$17,408,542	$17,406,779

Office Supplies and Expenses

charged to FPC Account 921		7,208,084

[Line 7] Total	$17,408,542 $24,614,863

Total FPC Accounts 920 and 921, multiplied

[Line 9] by Construction Ratio

@ 28.355%	$ 4,936,192	$ 6,979,544

Payroll Taxes @ 7.126%		351,753

Pensions and Benefits @ 13.512%		666,978

Compensation Insurance @ 0.451%		22,262

Less that 1% portion of A & G allocable

to Contract Construction, as further

defined in Section E.9.1 3,634,919


Total A & G Expense allocable

to Construction		$ 4,385,618 8,020,537

Construction Direct Labor		56,061,726

Less the labor portion of Construction Work,

Start-Up and Pre-Operation Costs subject

to the construction administrative and

general expense percentage of one percent (1%)		13,496,824

Total Construction Direct Labor Base		$42,564,902

Capital A & G Ratio for 1984 $4,385,618 ÷ $42,564,902 = 10.303%

Capital A & G Ratio for 1984 $8,020,537 ÷ $42,564,902 = 18.843%

Note: All labor figures include loading for allowed time.

7.	EXECUTION BY COUNTERPARTS :

This Amendment Number 15 may be executed in any number of counterparts, and upon execution by all Participants, each executed counterpart shall have the same force and effect as an original instrument and as if all Participants had signed the same instrument. Any signature page of this Amendment Number 15 may be detached from any counterpart of the Amendment Number 15 without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Amendment Number 15 identical in form hereto but having attached to it one or more signature pages.

[Remainder of page intentionally left blank. This page is followed by seven consecutive execution pages.]

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

ARIZONA PUBLIC SERVICE COMPANY

By: /s/ Donald Robinson

Its: President & COO

Date: 11/29/10

STATE OF ARIZONA )

) ss.

County of Maricopa )

On this 29 day of November , 2010, before me, the undersigned Notary Public, personally appeared Donald Robinson who acknowledged him/herself to be the President & COO of ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation, and that he/she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by him/herself as such President & COO .

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Karen McLoughlin ____________

Notary Public

My Commission Expires:

__ 10/15/2014 _________

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

SALT RIVER PROJECT AGRICULTURAL

IMPROVEMENT AND POWER DISTRICT

By: /s/ John R. Hoopes

Its: Vice President

Date: 6/14/2010

ATTEST AND COUNTERSIGN:

By: /s/ Terrill A. Lonon

Its: Corporate Secretary

Date: 6/14/10

STATE OF ARIZONA )

) ss.

County of Maricopa )

On this 14th day of June , 2010, before me, the undersigned Notary Public, personally appeared John R. Hoopes who acknowledged him /herself to be the SRP Vice President of SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an Arizona corporation, and that he/she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by him/herself as such SRP Vice President .

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Stephanie K. Reed __________________

Notary Public

My Commission Expires:

__ Aug. 5, 2011 ________

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

SOUTHERN CALIFORNIA EDISON COMPANY

By: /s/ Alan Fohrer

Its: Chairman & Chief Executive Officer

Date: September 2, 2010

STATE OF CALIFORNIA )

) ss.

County of Los Angeles )

On this 09.02.2010 before me, Michelle M. Morales, Notary Public , personally appeared Alan Fohrer who proved to me on the basis of satisfactory evidence to me to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Michelle M. Morales ____________________

Notary Public

My Commission Expires:

___ Feb. 17, 2013 _______

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

PUBLIC SERVICE COMPANY OF NEW

MEXICO

By: /s/ Patrick Themig

Its: VP Generation

Date: 10/4/10

STATE OF NEW MEXICO )

) ss.

County of Bernalillo )

On this 4th day of October , 2010, before me, the undersigned Notary Public, personally appeared Patrick Themig who acknowledged him/herself to be the VP Generation of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation, and that he/she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by him/herself as such VP Generation .

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ G. Marcella Kercher ___________

Notary Public

My Commission Expires:

__ 12-17-2011 __________

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

EL PASO ELECTRIC COMPANY

By: /s/ David W. Steven

Its: C.E.O.

Date: September 10, 2010

STATE OF TEXAS )

) ss.

County of El Paso )

On this 10 day of September , 2010, before me, the undersigned Notary Public, personally appeared David W. Stevens who acknowledged him/herself to be the C.E.O. of EL PASO ELECTRIC COMPANY, a Texas corporation, and that he/she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by him/herself as such David W. Stevens .

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Valerie J. Pugh _____________________

Notary Public

My Commission Expires:

_ 12-9-2012 ____________

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY, doing business in

the State of Arizona as SOUTHERN

CALIFORNIA PUBLIC POWER

AUTHORITY ASSOCIATION

By: /s/ Bill D. Carnahan

Its: Executive Director

Date: 9/28/10

STATE OF CALIFORNIA )

) ss.

County of Los Angeles )

On this September 28, 2010 before me, Sue Hasseler, a notary public , personally appeared Bill D. Carnahan who proved to me on the basis of satisfactory evidence to me to be the person (s) whose name (s) is /are subscribed to the within instrument and acknowledged to me that he /she/they executed the same in his /her/their authorized capacity (ies) , and that by his /her/their signature (s) on the instrument the person (s) , or the entity upon behalf of which the person (s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Sue Hasseler _______________________

Notary Public

My Commission Expires:

_ Jan. 1, 2013 __________

8 . SIGNATURE CLAUSE:

Each of the signatories below represents that he/she is appropriately authorized to enter into this Amendment Number 15 on behalf of the Party for which he/she signs.

DEPARTMENT OF WATER AND

POWER OF THE CITY OF LOS

ANGELES

By: /s/ Aram Benyamin

Its: Sr. Asst. General Mgr.

Date: 06/02/10

STATE OF CALIFORNIA )

) ss.

County of Los Angeles )

On this 2nd day of June , 2010, before me, the undersigned Notary Public, personally appeared Aran Benyamin who acknowledged him/ her self to be the Sr. Asst. Gen. Mgr. of DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, a California joint powers agency, and that he/ she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by him/ her self as such ___________________________________.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Chere D. Lott ______________________

Notary Public

My Commission Expires:

_ Sep. 21, 2012 _________

Exhibit 10.2

Change in Director Compensation

Non-employee directors of PNM Resources, Inc. (the “Company”) receive their annual retainer in the form of cash and stock-based compensation as determined by the Company’s Board of Directors. At the December 2010 Board meeting, the Board approved increasing the 2011 annual retainer for non-employee directors from the 2010 annual retainer reported in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 by (1) increasing the annual cash retainer from $35,000 to $52,500 (and eliminating attendance fees for Board meetings); (ii) providing an additional annual cash retainer of $15,000 for the presiding lead director; (3) providing restricted stock rights with a grant date fair value of $55,000 in lieu of the 1,000 stock options and 4,000 restricted stock rights. Thus, the 2011 annual retainer for non-employee directors is as follows:

Annual Retainer :		Restricted stock rights* with a grant date fair value of $55,000; and an annual cash retainer of $52,500 (except that the Chairman receives $175,000**) paid in quarterly installments

Annual Presiding Lead Director Fee:		$15,000 paid in quarterly installments
Annual Committee Chair Fee :		$ 5,000 paid in quarterly installments (in addition to meeting attendance fees), except that the Annual Audit and Ethics Committee Chair Fee is $10,000

Committee Meeting Attendance Fees :		$ 1,500 per Board Committee meeting

Directors are also reimbursed for any Board-related expenses, such as travel expenses incurred to attend Board and Board committee meetings and director educational programs.

* Restricted stock rights granted under the Company’s Omnibus Performance Equity Plan (“PEP”) each vest in three equal annual installments beginning on the first anniversary of the grant date. These awards are typically made at the annual meeting of directors, unless the meeting occurs during a black-out period for trading in the Company’s securities as specified in the Company’s Insider Trading Policy. As set forth under the Company’s Stock Option Grant Policy, under those circumstances, the Board will either (a) schedule a special meeting after the expiration of the black-out period, (b) make awards pursuant to a unanimous written consent executed after the expiration of the black-out period, or (c) pre-approve the equity awards with an effective date after the expiration of the black-out period. The date of the awards is the date on which the Board approves the awards, unless (i) the approval date is a non-trading day, in which case the date is the immediately preceding trading date or (ii) in the case of pre-approval during a black-out period, in which case the grant date is the first trading date after the expiration of the black-out period.

** Jeffry E. Sterba retired as the Company’s Chief Executive Officer (“CEO”) effective March 1, 2010. While employed as CEO, Mr. Sterba received no additional compensation for serving as a director or as the Chairman of the Board and was only reimbursed for any travel related expenses to Board meetings. As reported in Current Reports on Form 8-K filed February 19, 2010 and August 17, 2010, in February 2010, the Board asked Mr. Sterba to continue to serve as Chairman following his retirement as CEO. As compensation, Mr. Sterba received a separate annual cash retainer of $250,000, prorated from March 1, 2010 to December 31, 2010 (in lieu of the $35,000 annual cash retainer received by other non-employee directors), which was reduced to $175,000 effective August 16, 2010.

EXHIBIT 10.3

Alvarado Square

Albuquerque, NM 87158-2850

P 505.241.2700

PNMResources.com

PNM RESOURCES

Acknowledgment Form

[Date]

[Director Name and Address]

Dear [Director]:

Pursuant to the terms and conditions of the company’s PEP-PLAN (the ‘Plan’), you have been granted a Restricted Stock Award for ____ shares of stock as outlined below.

Employee ID:	_______________
Granted To:	_______________
Grant ID:	_______________
Grant Date:	_______________
Granted:	_______________
Grant Price:	$0.0000


Vesting Schedule:	33+% per year for 3 years
	____ on [one year anniversary of grant date] ____ on [two year anniversary of grant date] ____ on [three year anniversary of grant date]

By my signature below, I hereby acknowledge receipt of this Grant on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the Grant and the Plan.

Signature: ________________________________________ Date:_________________

[Director]

NOTE: If there are any discrepancies in the name or address show above,

please make the appropriate corrections on this form.

Please return this form to Corporate Governance at MS 2850 by __________.

Alvarado Square

Albuquerque, NM 87158-2850

P 505.241.2700

PNMResources.com

PNM RESOURCES

Acknowledgment Form

[Date]

[Director Name and Address]

Dear [Director]:

Pursuant to the terms and conditions of the company’s PEP-PLAN (the ‘Plan’), you have been granted a Non-Qualified Stock Option to purchase _____ shares of stock as outlined below.

Employee ID:	_______________
Granted To:	_______________
Grant ID:	_______________
Grant Date:	_______________
Granted:	_______________
Grant Price:	$______________	Total Cost to Exercise: $____________
Expiration Date:	_______________

Vesting Schedule:	33+% per year for 3 years
	____ on [one year anniversary of grant date] ____ on [two year anniversary of grant date] ____ on [three year anniversary of grant date]

Signature: ________________________________________ Date:_________________

[Director]

NOTE: If there are any discrepancies in the name or address show above,

please make the appropriate corrections on this form.

Please return this form to Corporate Governance at MS 2850 by _________.

EXHIBIT 10.4

PNM RESOURCES, INC.

EXECUTIVE SPENDING ACCOUNT PLAN

Effective January 1, 2011

ARTICLE 1

INTRODUCTION

Public Service Company of New Mexico (“PNM”) adopted the “Amended and Restated Medical Reimbursement Plan of Public Service Company of New Mexico” (the “MERP”) effective January 1, 1980. The MERP was amended and restated in its entirety effective September 1, 1991 at which time it was renamed the “Second Restated and Amended Public Service Company of New Mexico Executive Medical Plan.” Effective November 30, 2002, PNM transferred sponsorship of the MERP to PNM Resources, Inc. (“PNM Resources”). Effective January 1, 2002, PNM Resources initiated an Executive Spending Account (the “ESA”).

From March 1, 2001 through April 30, 2002, the MERP was fully insured and the benefits were provided by Connecticut General Life Insurance Company (“CIGNA”). Effective May 1, 2002, a decision was made that benefits under the MERP should again be provided on a self-funded basis. The benefits provided under the ESA are, and always have been, self-funded.

Effective December 1, 2002, PNM Resources merged the MERP with and into the ESA and amended and restated both plans in the form of a combined program known as the “PNM Resources, Inc. Executive Spending Account Plan” (the “Plan”).

Effective February 15, 2003, PNM Resources amended and restated the Plan in its entirety in order to: (1) eliminate the Tier A and Tier B Benefit Limits, and instead provide for one overall Benefit Limit; (2) eliminate the gross-up feature that applied to Tier A Covered Expenses; (3) increase the overall Benefit Limit in order to replace the gross-up feature that applied to Tier A; and (4) allow long-term care insurance premiums for the Participant and certain members of the Participant’s family to be reimbursed under the Plan.

Effective January 1, 2004, PNM Resources amended and restated the Plan in its entirety in order to make certain provisions of the Plan more consistent with the other benefits plans and programs sponsored by the Company.

Effective January 1, 2011, PNM Resources, by this document, intends to amend and restate the Plan in its entirety to discontinue reimbursements for medical care now that such account-based plans are required to provide significantly higher annual benefits in order to comply with the Patient Protection and Affordable Care Act and the Health Care & Education Affordability Reconciliation Act (collectively the “Health Care Reform Act”).

PNM Resources maintains the Plan to provide a select group of Company executives with additional remuneration in the form of reimbursements for expenses such as income tax preparation costs, costs for estate planning and financial counseling services, and insurance premiums for health, accident, disability, life, dependent life, long-term care, home, auto and personal umbrella insurance. The benefits provided under the Plan are paid from the general assets of PNM Resources and those of its affiliates that have adopted the Plan with each Company bearing the costs and expenses of providing benefits accrued by its Employee-Participants during periods while they are employed by that Company. Such costs and expenses are allocated among the Companies in accordance with (i) agreements entered into between PNM Resources and any participating affiliate, or (ii) in the absence of such an agreement, procedures adopted by PNM Resources. Because benefits are paid from the general assets of the Company, pursuant to Department of Labor regulation Section 2520.104-24 the Plan is exempt from most of the reporting and disclosure requirements of Part 1 of Title I of ERISA, including the requirement to provide a summary plan description and the requirement to file a Form 5500 - Annual Report.

ARTICLE 2

DEFINED TERMS

Capitalized terms used in the Plan have the following meanings:

Benefit Limit:	The maximum amount for which you and your Dependents, together, may seek reimbursement each Paycheck Year for Covered Expenses. Shortly before each Paycheck Year, you will be notified of your Benefit Limit for the Paycheck Year. Any portion of the Benefit Limit that remains unused at the end of a Paycheck Year may not be carried over to the following Paycheck Year. Prior to February 15, 2003, the Plan had Tier A and Tier B Benefit Limits. Effective February 15, 2003, the Tier A and Tier B Benefit Limits are eliminated and replaced with one overall Benefit Limit. Due to the elimination of the Tier A Benefit Limit and the gross-up feature that applied to that limit, the Benefit Limit for each Participant who is a vice-president will be increased by $2,000 and the Benefit Limit for all other Participants will be increased by $3,000. The Benefit Limit increase described in the preceding sentence is effective February 15, 2003. On or shortly thereafter, each Participant will be notified of his or her new overall Benefit Limit, which will include the $2,000 or $3,000 increase, as applicable.
Benefits Department:	The organizational unit of the Company responsible for administering benefit programs.
Code:	The Internal Revenue Code of 1986, as amended.
Company:	PNM Resources, Inc. (“PNM Resources”) and any affiliate that has adopted the Plan with the approval of PNM Resources. Any affiliate that adopted the Plan prior to the assumption of the sponsorship of the Plan by PNM Resources, including Public Service Company of New Mexico, shall continue to participate in the Plan.
Covered Expense:	Expenses incurred by the Participant or a Dependent during the current or preceding Paycheck Year, while covered by the Plan, for any of the following: (1) income tax preparation; (2) estate planning (including preparation of wills and trusts); (3) financial counseling, but excluding brokerage fees or commissions; (4) financial management services (this would include, for example, the services provided by a management firm that manages your real estate investments); (5) premiums covering the Participant and his or her Dependents for accident, disability, life, dependent life, and/or supplemental insurance (similar to AFLAC), whether paid for by the Participant as a private party or deducted from the Participant’s salary under a PNM Resources benefit program; (6) premiums for home, auto, title or personal liability umbrella insurance; (7) premiums covering the Participant or Family Members for long-term care insurance, whether paid for by the Participant as a private party or deducted from the Participant’s salary under a PNM Resources benefit program; or (8) reasonable transportation and lodging expenses in connection with the Participant’s financial planning and real estate management, including estate planning, financial counseling and financial management services as described in items (2), (3) and (4). An expense that qualifies as a Covered Expense pursuant to items (1) through (8) above, is “incurred” as of the date on which you are billed for the expense or premium.
Dependent:	A Participant’s “Dependents” as defined by the Medical Plan who are eligible to be enrolled in the Medical Plan regardless of whether they are actually enrolled in that plan. Effective October 1, 2008, a Participant’s “Dependents” shall additionally include a Participant’s same-sex Spouse.
Effective Date:	January 1, 2011.
Employee:	A full-time employee of the Company scheduled to work at least 32 hours per week, or a regular part-time or job share employee scheduled to work at least 20 hours per week. Employee does not include: leased employees or workers; independent contractors, consultants or similar self-employed workers; temporary employees or workers; interns; co-op employees or workers; seasonal employees or workers, other contingent workers, or any employee of any affiliate or related entity unless specifically approved by the Company.
ERISA:	The Employee Retirement Income Security Act of 1974, as amended.

Family Members:	Any of the following individuals between the ages of 18 and 80: ● the legally married Spouse of a Participant; ● the natural, adoptive or step-parents/grandparents of a Participant and their Spouse; ● the natural, adoptive or step-siblings of a Participant and their Spouse; ● the natural, adoptive or stepchildren of a Participant and their Spouse.
HIPAA:	The Health Insurance Portability and Accountability Act of 1996, as amended.
Medical Insurance:	Medical insurance coverage under any of the following: (1) The PNM Resources, Inc. Comprehensive Health Plan, effective January 1, 2004, as amended from time to time, or any successor plan; (2) any other employer maintained medical plan covering the Participant and his or her Dependants; and (3) any other medical insurance covering the participant and/or his or her Dependents.
Participant:	An Employee who is eligible to participate in this Plan pursuant to Article 4.
Paycheck Year:	The Paycheck Year is the calendar year.
Plan:	The PNM Resources, Inc. Executive Spending Account Plan, as set forth in this document.
Plan Administrator:	PNM Resources, Inc. Benefits Governance Committee or other such person or committee designated by the Company as the Plan Administrator.
Plan Sponsor:	PNM Resources.
PNM Resources:	PNM Resources, Inc.
Spouse :	An individual of the opposite or same sex who is legally married to the Participant under the laws of the jurisdiction in which the marriage was performed or occurred.

ARTICLE 3

GENERAL INFORMATION ABOUT THE PLAN

Plan Name:	PNM Resources, Inc. Executive Spending Account Plan.
Plan Year:	January 1 through December 31
Plan Number:	601
Original Effective Date:	The MERP was originally effective January 1, 1980. The ESA was first effective January 1, 2002.
Funding Medium:	The Plan is self-funded. This means that the Company pays benefits out of its general assets. Participants are not required to pay a premium in order to participate in the Plan.
Plan Sponsor:	PNM Resources, Inc. Alvarado Square, Mail Stop 3101 Albuquerque, NM 87158 (505) 241-2700
Plan Sponsor’s Employer Identification Number:	85-0468296

Plan Administrator & Named Fiduciary:	PNM Resources, Inc. Alvarado Square, Mail Stop 3101 Albuquerque, NM 87158 (505) 241-2700 Attention: Benefits Governance Committee The Plan is administered by the Benefits Governance Committee or other such person or committee designated by the Company as the Plan Administrator.
Agent for Service of Legal Process:	Patrick Ortiz, General Counsel Public Service Company of New Mexico Alvarado Square, Mail Stop 2822 Albuquerque, NM 87158 (505) 241-2700
Applicable Law:	The validity, interpretation, construction and performance of the Plan shall be governed by the laws of the State of New Mexico, unless preempted by ERISA.

ARTICLE 4

ELIGIBILITY AND PARTICIPATION REQUIREMENTS

Eligibility:	You are eligible to participate in the Plan if you are an Employee of the Company and you are a vice-president or higher-ranking officer of the Company. Your Spouse and “Dependents,” as defined in Article 2 are eligible to participate in the Plan if you are.
Termination of Participation:	Your participation in the Plan terminates as of the earliest of: (1) the date you terminate employment with the Company; (2) the date you cease to be a vice-president or higher ranking officer of the Company; (3) the date your coverage under all other Medical Insurance ceases; or (4) the date the Plan is terminated. Coverage for your Dependents (including your Spouse) stops when your coverage stops. Their coverage will also stop if they cease being your Dependent.
Effect of Termination of Participation on Reimbursements:	If a Participant or Dependent’s participation in the Plan terminates, any Covered Expenses incurred by the Participant or Dependent before his or her participation terminated will be eligible for reimbursement even though such reimbursement is not requested or processed before such termination date. Covered Expenses incurred after such termination date will not be eligible for reimbursement even though the Participant may not have used all or some portion of his or her Benefit Limit. The following examples illustrate how these rules operate:
	Example 1 : Assume that a Participant terminates employment on June 30, and as of such date has been reimbursed $2,500 under the Plan. Before terminating employment, while still covered by the Plan, the Participant incurred an additional $750 of Covered Expenses. The Participant is entitled to receive a reimbursement in the amount of $750.

	Example 2 : Assume that a Participant ceases to be a vice president or higher-ranking officer on September 30, and as of such date has been reimbursed $500 under the Plan. After changing employment status, while no longer covered by the Plan, the Participant incurs an additional $1,750 of Covered Expenses. The Participant is not entitled to receive a reimbursement for the amounts incurred after her participation is terminated.
Effect of Promotion or Demotion on Reimbursements:	If a Participant is promoted during a Paycheck Year and such promotion causes the Participant to be subject to a higher Benefit Limit, Covered Expenses incurred before the increased limit takes effect will be eligible for reimbursement as long as they were incurred while the Participant was covered by the Plan. If a Participant is demoted during a Paycheck Year and such demotion causes the Participant to be subject to a lower Benefit Limit, Covered Expenses incurred before the decreased limit takes effect will be subject to reimbursement as long as they were incurred while the Participant was covered by the Plan. The following examples illustrate how these rules operate:
	Example 1 : Assume that a Participant is promoted from vice president to senior vice president on October 1st. Assume further that as vice president, the Participant’s Benefit Limit was $13,000 and as senior vice president, the Participant’s Benefit Limit is $18,000. Before being promoted, and while covered by the Plan, the Participant incurred $19,000 of Covered Expenses but has only been reimbursed for $13,000. As of October 1st, the Participant is entitled to be reimbursed an additional $5,000 because of the $18,000 Benefit Limit to which the Participant is now subject.
	Example 2 : Assume that a Participant is demoted from senior vice president to vice president on July 1st. Assume further that as senior vice president, the Participant’s Benefit Limit was $18,000 and as vice president, the Participant’s Benefit Limit is $13,000. Before being demoted, and while covered by the Plan, the Participant incurred $15,000 of Covered Expenses but has only been reimbursed for $13,000. As of October 1st, the Participant is entitled to be reimbursed for the $2,000 of Covered Expenses that were incurred before October 1st, even though the Participant is now subject to a $13,000 Benefit Limit.
	Example 3 : Assume that a Participant is demoted from senior vice president to vice president on November 1st. Assume further that as senior vice president, the Participant’s Benefit Limit was $18,000 and as vice president, the Participant’s Benefit Limit is $13,000. Before being demoted, and while covered by the Plan, the Participant incurred $10,000 of Covered Expenses and had been reimbursed for the full $10,000. After being demoted, the Participant incurs an additional $8,000 of Covered Expenses. The Participant is entitled to receive a reimbursement of $3,000 because as of November 1st, the Participant is now subject to a $13,000 Benefit Limit.

Section 409A

Compliance:

The Company believes that payments pursuant to this Plan are subject to Section 409A of the Code and that payments made from this Plan are made on a specified date in compliance with Treas. Reg. Section 1.409A-3(i)(1)(iv).

To assure compliance with the requirements of Section 409A and avoid adverse tax consequences to the Participant, the amount of Covered Expenses reimbursed during one taxable year may not affect the Covered Expenses eligible for reimbursement in any other taxable year. In addition, all reimbursements of Covered Expenses shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and the right to reimbursement for such Covered Expenses will not be subject to liquidation or exchange for another benefit.

Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Plan be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code.

No Participant has any right to make any election regarding the time or form of any payment due under this Plan.

This Plan shall be operated in compliance with Section 409A and each provision of this Plan shall be interpreted, to the extent possible, to comply with Section 409A.

ARTICLE 5

SUMMARY OF PLAN BENEFITS

Benefit Structure:	If an expense qualifies as a Covered Expense, the Company will reimburse you for 100% of the Covered Expense under the Plan up to the Benefit Limit. Once you and your Dependents, together, reach the Benefit Limit, no benefits will be paid to you under the Plan for the remainder of the Paycheck Year.
Tax Treatment of Benefits:	The expenses reimbursed under the Plan must be included in the Participant’s taxable income for the calendar year in which the Participant receives the reimbursement, rather than the calendar year in which the underlying expense is incurred. Reimbursements approved by the Benefits Department will be added to your regular paycheck. The additional income will be reflected on your W-2 for the calendar year in which the additional income is paid to you. Prior to May 1, 2002, the benefits provided under the MERP were not includable in the Participant’s taxable income because the benefits provided under the MERP were fully insured by CIGNA. Accordingly, any reimbursements received from CIGNA are not includable in the Participant’s taxable income.
Compliance with Federal Laws:	The Plan will provide benefits in accordance with the applicable requirements of federal laws, such as HIPAA. Call the Benefits Department for more information.

ARTICLE 6

HOW THE PLAN IS ADMINISTERED

Plan Administration:	The Plan is administered by the Plan Administrator. The Plan Administrator may delegate some (or all) of its authority hereunder to the Benefits Department or other person or committee designated by the Company.

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.

	The principal duty of the Plan Administrator is to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan without discrimination among them. The administrative duties of the Plan Administrator include, but are not limited to, interpreting the Plan, and prescribing applicable procedures. The Plan Administrator is also responsible for determining eligibility for and the amount of any benefits payable under the Plan and prescribing claims procedures to be followed and the claims forms to be used by employees for making claims under the Plan. The Plan Administrator also has the authority to require Employees to furnish it with such information as it determines necessary for the proper administration of the Plan.
	If you have any questions regarding the Plan, please contact the Benefits Department or the Plan Administrator.
Discretionary Authority to Act:	The Plan Administrator shall have the discretionary authority to perform its administrative responsibilities described in this Plan as necessary or appropriate to enable the Plan Administrator to properly carry out such responsibilities. The decisions of the Plan Administrator upon all matters within the scope of the Plan Administrator’s respective authority shall be binding and conclusive upon all persons.

ARTICLE 7

CLAIMS PROCEDURES

Reimbursement

Requests:

The Benefits Department is responsible for evaluating all reimbursement requests under the Plan. You must submit all reimbursement requests to the Benefits Department in accordance with its procedures; provided, however, that each December (or more frequently if you request), the Benefits Department will calculate the insurance deductions that have been taken from your pay during the Paycheck Year, and will submit these for reimbursement on your behalf.

Reimbursement requests should be submitted as soon as possible after the underlying expense is “incurred,” although, for repetitive expenses, you may want to submit your request when you have other expenses, or at some fixed interval, such as every three or six months. See the definition “Covered Expense” to determine when an expense is incurred. Please keep in mind that to be reimbursed, an expense must be submitted for reimbursement no later than the end of the Paycheck Year following the Paycheck Year in which the expense was incurred.

In order to count against the Benefit Limit for a given Paycheck Year, a properly documented reimbursement request must be sent to the Benefits Department on or before the last day of such Paycheck Year. Notwithstanding the foregoing, if you terminate employment during a Paycheck Year, any Covered Expenses that you incur before your

participation in the Plan terminates will be eligible for reimbursement provided the expense is submitted for reimbursement no later than the end of the Paycheck Year following the Paycheck Year in which the expense was incurred. Such expenses will count against your Benefit Limit for the year in which your participation in the Plan terminated. The expenses reimbursed under the Plan will be taxable income to you for the calendar year in which you receive the reimbursement, rather than the calendar year in which the underlying expense is incurred.

	To facilitate recordkeeping and reimbursements, expenses submitted at least 3 days before pay period end will be processed and reimbursed during that same payroll period. Expenses submitted after such deadline will be processed and paid during the following payroll period. Cancelled checks and credit card receipts cannot be used as the sole documentation of an expense submitted for reimbursement.
Dissatisfaction with Decision:	If you are dissatisfied with the determination of your benefits, eligibility, participation or any other right or interest under this Plan, you may file a written statement setting forth the basis of the claim with the Benefits Department in a manner prescribed by the Benefits Department. In connection with the determination of a claim, or in connection with the review of a denied claim, you may examine this Plan and any other pertinent documents generally available to Participants relating to the claim and you may submit written comments, documents, records and other information relating to the claim for benefits.
Notice of Decision:	A written notice of the disposition of any such claim will be furnished to you within 90 days after the claim is filed with the Benefits Department, provided that the Benefits Department may have an additional period of up to 90 days to decide the claim if it determines that special circumstances require an extension of time to decide the claim and it advises you 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.
Content of Notice:	The notice of disposition of a claim shall set forth: ● the specific reasons for denial of the claim; ● reference to the specific Plan provisions upon which the determination is based; ● a description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary; and ● an explanation of the Plan’s appeal procedure and an explanation of the time limits applicable to the Plan’s appeal procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review.
Appeal of Denied Claim:	Within 60 days after receiving the written notice of the Benefits Department’s disposition of the claim, you, or your duly authorized representative, may request in writing that the Plan Administrator review the denied claim. You may submit a written statement of your claim (including any written comments, documents, records and other information relating to the claim) and the reasons for granting the claim. The Plan Administrator shall have the right to request of and receive from a claimant such additional information, documents or other evidence as the Plan Administrator may reasonably require. If you do not request a review of the denied claim within 60 days after receiving written notice of the Plan Administrator’s disposition of the claim, you will be deemed to have accepted the Benefits Department’s written disposition, unless you have been physically or mentally incapacitated so as to be unable to request review within the 60-day period. The review shall take into account all comments, documents, records and other information submitted by you relating to the claim, without regard to whether such documents, records or other information were submitted or considered in the initial benefit determination.

Decision on Appeal:	A decision on appeal shall be rendered, in writing, by the Plan Administrator ordinarily not later than 60 days after you request review of a denied claim, and a written copy of such decision shall be delivered to you. If special circumstances require an extension of the ordinary period, the Plan Administrator will notify you of the extension with such notice containing an explanation of the special circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision. Any such extension will not extend beyond 60 days after the end of the ordinary period. The denial notice shall set forth: ● the specific reasons for denial of the claim; ● reference to the specific Plan provisions upon which the denial is based; ● a statement that you are 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 your claim for benefits; and ● a statement of your right to bring a civil action under Section 502(a) of ERISA.
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, you may examine the Plan and any other pertinent documents generally available to Participants relating to the claim and you may submit written comments, documents, records and other information relating to your claim for benefits. Upon request and free of charge, you will be provided reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits, with such relevance to be determined as set forth below under “ Relevance of Documents .”
Relevance of Documents:	For purpose of this Article 7, documents, records, or other information shall be considered “relevant” to your claim for benefits if such documents, records or other information: ● were relied upon in making the benefit determination; ● 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 ● demonstrate compliance with the administrative processes and safeguards required by this Article 7 regarding the making of the benefit determination.
Decisions Final and Procedures Mandatory:	To the extent permitted by law, a decision on review by the Plan Administrator shall be binding and conclusive upon all persons whomsoever. To the extent permitted by law, completion of the claims procedures described in this Article 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 Plan Administrator may, in its sole discretion, waive these procedures as a mandatory precondition to such an action.
Time for Filing Legal or Equitable Action:	Any legal or equitable action filed in connection with the Plan by you or by another person claiming rights through you 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 Plan Administrator’s decision on appeal is delivered as described above.

ARTICLE 8

AMENDMENT OR TERMINATION OF THE PLAN

PNM Resources, as Plan Sponsor, has the right to amend or terminate the Plan at any time. The Plan may be amended or terminated by a written instrument duly adopted by PNM Resources or any of its delegates.

ARTICLE 9

NO CONTRACT OF EMPLOYMENT

The Plan is not intended to be, and may not be construed as constituting, a contract or other arrangement between you and the Company to the effect that you will be employed for any specific period of time.

IN WITNESS WHEREOF, PNM Resources, Inc. has caused this Plan to be executed as of this 16 day of December, 2010.

PNM RESOURCES, INC.

By: /s/ Alice A. Cobb

Its: SVP and CAO