PNM RESOURCES, INC.
DIRECTOR RETAINER PLAN
PNM Resources, Inc. a New Mexico corporation (the "Company") hereby amends the PNM Resources, Inc.
Director Retainer Plan (the "Plan") pursuant to this First Amendment to PNM Resources, Inc. Director Retainer
WHEREAS, the Company established the "PNM Resources, inc. Director Retainer Plan" on January 1, 2002
and now desires to update the Plan by deletion of outdated plan language relating to broker assisted "cashless"
exercise arrangements and cash out rights.
NOW THEREFORE, the Plan is amended as follows:
1. Article VII is deleted and replaced in its entirety as follows:
Granting of and Exercise of Stock Options
7.1 Granting of Stock Options. A Director shall be entitled to acquire one share of Stock upon exercise of each
Stock Option at the Exercise Price, subject to the limitations of Article IV and Section 6.2 and the vesting and
forfeiture provisions in Article VIII. The number of the Stock Options, and the applicable terms, conditions and
restrictions with respect thereto, shall be set forth in a certificate provided to the Recipient thereof, within an
administratively reasonable period of time following the Grant Date of such Stock Options.
7.2 Timing of Exercise. The Stock Options shall be exercisable at any time following the vesting as set forth in
Article VIII hereof, and on or before the earlier of (i) one (1) year after the date of the Recipient's Termination of
Directorship; or (ii) the tenth anniversary date of the Grant Date of the Stock Options.
7.3 Method of Payment. The Stock Options shall be exercised by the Recipient giving written notice to the
Company of his or her intent to exercise the Stock Option, and tendering payment in full of the Exercise Price of
the Stock Options being exercised either:
(i) in cash,
(ii) in previously acquired Stock (through actual tender or by attestation) held for more than six (6) months,
valued at its Fair Market