**EXHIBIT10.30**

**PNM RESOURCES, INC.2005 OFFICER INCENTIVE PLANAmended (August 2, 2005)**

**INTRODUCTION**

This document serves as a comprehensive single source ofinformation about the PNM Resources, Inc. Officer Incentive Plan (the "Plan"). It describes the objectives of the Plan, its various elements, and how theyfunction.  If you have questions that are not addressed by this document,please direct them to the Compensation Department.

**PLAN OBJECTIVES**

ThePlan is designed to motivate and reward participants for achieving andexceeding annual company, business unit and individual goals, and thecompany-wide earnings per share ("EPS") goal.

**EFFECTIVE DATES**

ThePlan is effective from January 1, 2005 through December 31, 2005 (the "PlanYear").  Management reserves the right, however, to adjust, amend or suspendthe Plan at its discretion during the Plan Year, with the approval of the HumanResources and Compensation Committee (the "Committee") of the Board ofDirectors (the "Board").

**ADMINISTRATION**
    -  **Plan Year Goals** 

Individual goal sets (e.g. combined company, businessunit, and individual) will be established for each Officer.  After consideringthe recommendations of management, the Committee will approve the company-wideEPS goals against which performance will be measured for the Plan Year. 
    -  **Incentive Award Approvalsand Payout Timing**

Shortly after the end ofthe Plan Year, the Committee or the Board will, in its sole discretion,determine the final performance results which will be used to calculate awards,if any.  Awards will be distributed by check to eligible participants followingsuch approval during the first quarter following the end of the Plan Year.

**ETHICS**

Thepurpose of the Plan is to fairly reward performance achievement.  Any employeewho manipulates or attempts to manipulate the Plan for personal gain at theexpense of customers, other employees or company objectives will be subject toappropriate disciplinary action, up to and including termination of employment.

**ELIGIBILITY**

All officers are eligible to participate in the Plan. For purposes of this Plan, officer means any employee of the company with thetitle of Chief Executive Officer, President, Executive Vice President, SeniorVice President or Vice President.

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    -  **Pro Rata Awards for PartialService Periods**

Pro rata awards forthe number of months actively employed at each eligibility level during thePlan Year will be paid to the following participants at the time awards arepaid to all participants:  (Note: Any month in which a participant is activelyon the payroll for at least one day will count as a full month.)

-       Participants who are newly hiredduring the Plan Year.

-       Participants who are promoted,transferred or demoted during the Plan Year.

-       Participants who are on leave ofabsence for any full months during the Plan Year.  

-      Participants who are impacted orleave the company due to retirement or disability during the Plan Year.  (Note: For purposes of the Plan,"retirement" means termination of employment with the company and allaffiliates after the employee has attained: (1) age forty-five and twenty yearsof service; (2) age fifty-five and ten years of service; (3) the age at whichthe early distribution penalty of Section 72(t) of the Internal Revenue Code nolonger applies and five years of service; or (4) any age and thirty years ofservice.)

-      Participants who die during thePlan Year, in which case the award will be paid to the spouse of a marriedparticipant or the legal representative of an unmarried participant.
    -  **Forfeiture of Awards**

Any participant who terminates employment on or beforeawards are distributed for the Plan Year for any reason other than death,impaction or retirement (e.g., voluntary separation, termination forperformance or misconduct - even if the terminated participant elects to takeretirement) will not be eligible for payment of an award.
    -  **Provisions for a Change inControl**

Pleaserefer to the PNM Resources, Inc. Officer Retention Plan for additionalinformation.
    -  **Eligible Base for IncentivePurposes**

Forthe purpose of incentive calculations, the applicable salary grade midpoint isthe participant's salary grade midpoint effective December 31 of the Plan Yearunless the participant has been demoted during the Plan Year.  In this event,the participant's salary grade midpoint may be prorated based on the period oftime worked at each level.

# AWARD DETERMINATION

Awardsmay be earned for performance that provides additional value to ourshareholders.  The incremental performance needed to fund awards is taken intoconsideration in establishing performance thresholds and goals under the Plan.
    -  **Performance Thresholds**

I**n order to be eligible for incentive awards, thefollowing performance threshold must be met for 2005 (Individual Award):**

-      Overall combined company, businessunit, and individual goal performance that at least achieves****the thresholdperformance level.  If this performance threshold is not met, no award will bepaid for the Plan Year.

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**In order to be eligible for the award enhancement, thefollowing performance threshold must be met for 2005:**

-       Company-wide EPS of $1.55 ormore.  If this performance threshold is not met, no award enhancement will beapplied.  
    -  **Combined Company, BusinessUnit, and Individual Performance Award Opportunity**

For the 2005 Plan Year, the combined company, businessunit, and individual performance (Individual Award) opportunities are asfollows:
| Award Eligibility Level       | **Individual Goal Set** |
|-------------------------------|-------------------------|
| **Threshold***                | **Stretch***            | **Optimal*** |
| Vice-President                | 4.0%                    | 7.0% | 10.0% |
| Senior  Vice-President        | 4.8%                    | 8.4% | 12.0% |
| Executive  Vice-President     | 5.6%                    | 9.8% | 14.0% |
| Chairman,  President, and CEO | 11.2%                   | 19.6% | 28.0% |

*  Award calculated as a percentage of salary grade midpoint
    -  **Earnings Per Share (EPS)Award Enhancement**

For the 2005 Plan Year, the EPS award enhancementopportunities are as follows:
| EPS Threshold Target = $1.55       | EPS = $1.55 to $1.74                                                       | EPS Optimal Target = $1.74                   |
|------------------------------------|----------------------------------------------------------------------------|----------------------------------------------|
| Individual Award is enhanced 1.04x | Workgroup Award is enhanced 1.04x to 5x using  straight-line interpolation | Individual Award is enhanced a maximum of 5x |

For this Plan, EPS isdefined as net income related to running the business (excluding certainextraordinary items or events that result in windfalls or penalties which arenot in keeping with the spirit of the Plan) divided by the number of shares ofPNM Resources, Inc. common stock outstanding.
    -  **Award Calculation** 

Combined company, business unit, andindividual goal performance that meets or exceeds the threshold target levelwill be eligible for an award.  The amount of each participant's award isdetermined by the participant's eligibility level and the level of combinedcompany, business unit, and individual goal performance in the "CombinedCompany, Business Unit, and Individual Performance Award Opportunity" tableabove.

Company EPS performance that meets or exceeds thethreshold target will serve as an enhancement to the award paid for workgroupperformance.  As identified in the "EPS Award Enhancement" table above, theaward enhancement will be a minimum of 1.04x at the EPS threshold target, amaximum of 5x at the EPS optimal target, and interpolated between the EPSthreshold and optimal targets.

The resulting percent is multiplied by the participant's eligiblesalary grade midpoint to determine the amount of the participant's award.

**For Example: **Assume that overall workgroupresults are at the optimal performance level and company-wide EPS performanceis $1.62.  A participant who is eligible for an award at the Vice-Presidenteligibility level would receive an award of 25% of salary grade midpoint forthe Plan Year.  That is, workgroup optimal performance resulting in an award of10%, which is then enhanced 2.5x for EPS performance.  Assuming theparticipant's salary grade midpoint is $160,000 the award would be $40,000 ($160,000 x 25.0%).

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