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                                                                     EXHIBIT 4.3

                                     FORM OF

                               PNM RESOURCES, INC.

                                 PNM DIRECT PLAN

     PNM Resources, Inc., a New Mexico corporation (the "Company"), hereby
establishes the following PNM Resources, Inc. PNM Direct Plan (the "Plan" or
"PNM Direct Plan"), to become effective when the Company's Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 relating to Common Stock
for the PNM Direct Plan becomes effective:

                                    RECITALS:

     WHEREAS, the Company became the parent of Public Service Company of New
Mexico ("PNM"), a New Mexico corporation, upon the completion on      , 2001 of
a mandatory share exchange, on a one-for-one-basis, of all outstanding shares of
PNM for an equal number of shares of the Company, pursuant to an Agreement and
Plan of Share Exchange dated as of April 17, 2000 ("Agreement and Plan of Share
Exchange") between PNM and the Company;

     WHEREAS, PNM was the sponsor of the Public Service Company of New Mexico
PNM Direct Plan (the "Prior Plan") whose purpose was to provide interested
investors and holders of the common stock of PNM with a convenient and
economical means of increasing their investment in PNM through (i) regular
investment of cash dividends paid on PNM's common stock, (ii) optional cash
investments, and/or (iii) initial cash investments;

     WHEREAS, the Company desires to continue to offer stock purchase
opportunities and services available under the Prior Plan in an effort to
enhance its attractiveness to investors in the Company's common stock, no par
value (the "Common Stock");

     WHEREAS, pursuant to Article VII of the Agreement and Plan of Share
Exchange, the Company desires to become the sponsor of the Prior Plan to be
renamed "PNM Resources, Inc. PNM Direct Plan" whose purpose is to provide
interested investors and holders of the Common Stock of the Company with a
convenient and economical means of increasing their investment in the Company
through (i) regular investment of cash dividends paid on the Common Stock, (ii)
optional cash investments, and/or (iii) initial cash investments;

     WHEREAS, upon completion of the mandatory share exchange with PNM and the
effectiveness of the Company's Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 relating to the Company's Common Stock for the Plan, the
Prior Plan is hereby replaced by the Plan and all of the shares of PNM common
stock held under the Prior Plan (including fractional and uncertificated shares)
are automatically exchanged for a like number of shares (including fractional
and uncertificated shares) of the Company's Common Stock held under and pursuant
to the PNM Resources, Inc. PNM Direct Plan, and all participants under the Prior
Plan automatically became participants under this Plan; and

     WHEREAS, in addition to becoming the sponsor of the Plan, the Company
wishes to (1) provide Plan Participants with the opportunity to make
investments, including initial investments, in the Plan by electronic funds
deductions from financial institution accounts, (2) provide for investment in
Common Stock in two separate investment periods in each month, (3) clarify that
employees of Affiliates of the Company, including PNM, may participate in the
Plan pursuant to payroll deductions, (4) reduce the initial cash investment
payable through payroll deductions by employees of the Company or any of its
Affiliates from $50 to $25, and (5) to provide that shares to be purchased under
the Plan may consist of shares of Common Stock held in the treasury of PNM
Resources not reserved for any other purpose.

     NOW, THEREFORE, the provisions of the PNM Direct Plan are as follows:

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                                    ARTICLE I

                                   DEFINITIONS

     The terms defined in this Article I shall, for all purposes of this Plan,
have the following respective meanings:

     ACCOUNT. The term "Account" shall mean, as to any Participant, the account
maintained by the Administrator evidencing (i) the shares (and/or fraction of a
share) of Common Stock (a) purchased through the Plan and/or (b) deposited by
such Participant into the Plan pursuant to Section 4.1 hereof and credited to
such Participant; (ii) any dividends in the form of shares of Common Stock and
any shares resulting from a Common Stock split on such shares, and (iii) cash
held in the Plan pending investment in Common Stock for such participant.

     ACCOUNT ACTION REQUEST FORM. The term "Account Action Request Form" shall
mean the documentation that the Administrator may require to be completed and
received prior to a Participant's (i) sale of Account Shares pursuant to Section
5.1 hereof, (ii) gift or transfer of Account Shares pursuant to Section 5.2
hereof, (iii) withdrawal of Account Shares pursuant to Section 8.1 hereof
(unless such Participant will be the record holder of such Account Shares after
withdrawal), and (iv) termination of participation in the Plan pursuant to
Section 7.2 hereof.

     ACCOUNT SHARES. The term "Account Shares" shall mean all shares (and/or
fraction of a share) of Common Stock credited to the Account of a Participant by
the Administrator, which shall include shares deposited into the Plan pursuant
to Section 4.1 hereof.

     ADMINISTRATOR. The term "Administrator" shall mean the individual (who may
be an employee of the Company), bank, trust company, or other entity (including
the Company) appointed from time to time by the Company to act as Administrator
hereunder.

     AFFILIATE. The term "Affiliate" shall mean any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company. For the purposes of this definition, control means the
power to direct the management or policies directly or indirectly through the
ownership of voting securities or otherwise.

     CASH INVESTMENT FORM. The term "Cash Investment Form" shall mean
documentation prepared by the Administrator that may be utilized by a
Participant when making an optional cash investment pursuant to Section 2.4
hereof.

     COMMON STOCK.  As defined in the Recitals.

      COMPANY.  As defined in the introduction to the Recitals.

     COMPANY SHARE PURCHASE PRICE. The term "Company Share Purchase Price,"
when used with respect to newly issued shares of Common Stock or shares of
Common Stock held in the Company's treasury, shall mean the average of the high
and low sales prices of Common Stock on a given trading day as reported on the
New York Stock Exchange Composite Tape and published in The Wall Street Journal,
or, for any day on which there is no such publication, as published in any other
generally accepted publication designated by the Independent Agent. In the
absence of knowledge of inaccuracy, the Independent Agent may rely upon such
prices as published in The Wall Street Journal or such other publication. In the
event no trading is so reported for a trading day, the Company Share Purchase
Price for such shares may be determined by the Independent Agent on the basis of
such market quotations as it deems appropriate.

     DIVIDEND. The term "Dividend" shall mean cash dividends paid on
Reinvestment Eligible Securities.

     DIVIDEND PAYMENT DATE. The term "Dividend Payment Date" shall mean a date
on which a cash dividend on shares of Common Stock is paid.

     DIVIDEND PROCESSING PERIOD. The term "Dividend Processing Period" shall
mean a 13-15 business day period which begins on the Ex-Dividend Date.


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     DIVIDEND RECORD DATE. The term "Dividend Record Date" shall mean the date
fixed for the determination of shareholders of record who will be entitled to
receive a Dividend payable on a Dividend Payment Date.

     ELIGIBLE SECURITIES. The term "Eligible Securities" shall mean those
securities of the Company, whether issued prior to or after the date hereof, set
forth in Section 6.1 hereof, and such other securities of the Company as the
Company may designate, in its sole discretion, pursuant to Section 6.2 hereof.

     ENROLLMENT FORM. The term "Enrollment Form" shall mean the documentation
that the Administrator shall require to be completed and received prior to an
investor's enrollment in the Plan pursuant to Section 2.1 hereof, a
Participant's changing his or her options under the Plan pursuant to Section 7.1
hereof, or, at the option of a Participant as described in Section 4.1 hereof, a
Participant's depositing shares of Common Stock into the Plan pursuant to
Section 4.1 hereof. An Enrollment Form may also be used by the Administrator for
other purposes as described herein or as determined by the Administrator from
time to time.

     EXCHANGE ACT. The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder.

     EX-DIVIDEND DATE. The term "Ex-Dividend Date" shall mean a date prior to
the Dividend Record Date, based on industry regulations, necessary to allow for
the settlement of traded securities by the Dividend Record Date.

     FOREIGN PERSON. The term "Foreign Person" shall mean a Person that is a
citizen or resident of, or is organized or incorporated under, or has its
principal place of business in, a country other than the United States, its
territories, and possessions.

     INDEPENDENT AGENT. The term "Independent Agent" shall mean an agent
independent of the Company who satisfies applicable legal requirements
(including without limitation the requirements of Rule 10b-6 and Rule 10b-18
promulgated under the Exchange Act) and who has been selected by the Company,
pursuant to Section 10.6 hereof, to serve as an Independent Agent for purposes
of making purchases and sales of Common Stock under the Plan.

     INVESTMENT DATE. The term "Investment Date" shall mean the date on which
the purchase price for all shares of Common Stock to be purchased during an
Investment Period has been determined. If shares are purchased from the Company
pursuant to Section 3.3 hereof, the Investment Date will be the first day of the
relevant Investment Period. If the Investment Date would otherwise fall on a day
on which the New York Stock Exchange is not open, the first day immediately
succeeding such day on which the New York Stock Exchange is open will be the
Investment Date.

     INVESTMENT PERIOD. The term "Investment Period" shall mean one of the
following two Investment Periods of each calendar month during which Common
Stock is purchased, (1) beginning on the first business day of any month, except
that during the Dividend Record Date months, the first Investment Period begins
on the first business day following the Dividend Record Date, and (2) beginning
on the 15th day of each month or the next business day, if the 15th day falls on
a weekend or holiday.

     INVESTMENT STATEMENT. The term "Investment Statement" shall mean a written
statement prepared by the Administrator and sent to a Participant after an
Investment Period in which the Participant's account had investment activity, or
otherwise as the Administrator shall determine to be appropriate or as provided
in this Plan, which statement reflects (i) the purchase price and number of
Account Shares purchased for or credited to the Participant's Account for such
Investment Period, (ii) the total number of Account Shares credited to the
Participant's Account at the date of such statement, and (iii) such additional
information regarding the Participant's Account as the Administrator may
determine to be pertinent to the Participant.

     MARKET SHARE PURCHASE PRICE. The term "Market Share Purchase Price," when
used with respect to shares of Common Stock purchased in the open market, shall
mean the weighted average purchase price per share (including brokerage
commissions, any related service charges, and applicable taxes) of the aggregate
number of shares purchased in the open market for an Investment Date.

     MARKET SHARE SALES PRICE. The term "Market Share Sales Price," when used
with respect to shares of Common Stock sold under the Plan, shall mean the
weighted average sales price per share (less brokerage commissions, any


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related service charges, and applicable taxes) of the aggregate number of
shares sold in the open market for the relevant period.

     MAXIMUM AMOUNT.  As defined in Section 2.4 hereof.

     PARTICIPANT.  As defined in Section 2.1 hereof.

     PAYROLL DEDUCTION AUTHORIZATION FORM. The Term "Payroll Deduction
Authorization Form" shall mean the documentation that the Administrator shall
require to be completed and received prior to the initiation of payroll
deductions to satisfy the Initial Cash Investment provisions of Section 2.3
hereof or the Optional Cash Investment provisions of Section 2.4 hereof.

     PERSON. The term "Person" shall mean any individual (including, without
limitation, an employee of the Company), corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
estate, or unincorporated organization.

     PLAN.  As defined in the introduction to the Recitals.

     PLAN HISTORY STATEMENT. The term "Plan History Statement" shall mean a
written statement prepared by the Administrator and sent to each Participant
upon withdrawal of any or all Account Shares upon the issuance of a certificate
therefor or upon the sale of any or all Account Shares from the Participant's
Account, or otherwise as the Administrator shall determine to be appropriate or
as provided in this Plan, which statement reflects (i) the number of Account
Shares so withdrawn and certificated, (ii) the number of Account Shares so sold,
(iii) the number of Account Shares, if any, remaining in the Participant's
Account at the date of such statement, and (iv) such additional information
regarding the Participant's Account as the Administrator may determine to be
pertinent to the Participant.

     PRIOR PLAN.  As defined in the introduction to the Recitals.

     REINVESTMENT ELIGIBLE SECURITIES. The term "Reinvestment Eligible
Securities" shall mean (i) those Eligible Securities of which a Participant is
the record or registered holder and on which such Participant has elected to
have all or a portion of the Dividends paid reinvested in Common Stock and (ii)
a Participant's Account Shares except for Account Shares as to which the
Participant has elected not to have Dividends reinvested in Common Stock and has
notified the Administrator by delivery of a completed Enrollment Form of such
election.

     SAFEKEEPING AUTHORIZATION FORM. The term "Safekeeping Authorization Form"
shall mean the documentation that the Administrator shall require to be
completed by a Participant who may deposit certificates representing shares of
Common Stock in his or her name into his or her Plan account for safekeeping.

     A pronoun or adjective in the masculine gender includes the feminine
gender, and the singular includes the plural, unless the context clearly
indicates otherwise.

                                   ARTICLE II

                                  PARTICIPATION

     Section 2.1 PARTICIPATION. Any Person, whether or not a record holder of
Common Stock, may elect to participate in the Plan; provided, however, that if
such Person is a Foreign Person, he or she must provide evidence satisfactory to
the Administrator that his or her participation in the Plan would not violate
local laws applicable to the Company, the Plan, or such Foreign Person.

     An election by a Person to participate in the Plan shall be made by
completing and returning to the Administrator an Enrollment Form and, subject to
the last two paragraphs of this Section 2.1 below, (i) electing to have
Dividends on Eligible Securities of which such Person is the record holder
invested in Common Stock pursuant to Section 2.2 hereof, (ii) depositing
certificates representing Common Stock of which such person is the record holder
into the Plan pursuant to Section 4.1 hereof, or (iii) making an initial cash
investment pursuant to Section 2.3 hereof.


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     Any Person who has met such requirements and has made and not revoked such
election is herein referred to as a "Participant." A Participant may elect to
participate in any or all of the forms of investment provided in Sections 2.2
through 2.4 hereof and to utilize the Plan's safekeeping services provided in
Section 4.1 hereof by submitting a Safekeeping Authorization Form designating
such election to the Administrator; provided, however, that, alternatively, a
Participant may elect to make optional cash investments pursuant to Section 2.4
hereof by submitting to the Administrator a completed optional Cash Investment
Form in lieu of an Enrollment Form.

     The Company reserves the right to restrict participation in this Plan if
it believes that such participation may be contrary to the general intent of
this Plan or in violation of applicable law.

     Section 2.2 DIVIDEND REINVESTMENT. A participant may elect any of the Full
Dividend Reinvestment, Partial Dividend Reinvestment, and Cash Only Investment
options described in Subsections 2.2.1, 2.2.2, and 2.2.3 hereof.

                 2.2.1 FULL DIVIDEND REINVESTMENT. Participants enrolling in
the "Full Dividend Reinvestment" option will have Dividends earned on all Common
Stock, both in their Plan Accounts and held of record by such Participants,
reinvested in shares (and/or a fraction of a share) of Common Stock to be
credited to their Accounts in lieu of receiving such Dividends directly.

                 2.2.2 PARTIAL DIVIDEND REINVESTMENT. Participants enrolling in
the "Partial Dividend Reinvestment" option will have Dividends on a designated
number of shares of Reinvestment Eligible Securities held of record or in their
Plan Accounts paid directly to the Participant in the manner otherwise
associated with payment of Dividends, with the balance being reinvested in
shares (and/or a fraction of a share) of Common Stock to be credited to their
Accounts in lieu of receiving such Dividends directly.

                 2.2.3 CASH INVESTMENT ONLY. Participants enrolling in the
"Cash Investment Only" option may make cash investments pursuant to Sections 2.3
and 2.4 hereof. Dividends on Eligible Securities held by such Participants of
record or in their Plan Accounts will not be reinvested. Such Dividends will be
paid by check or in the manner otherwise associated with payment of such
Dividends.

                 2.2.4 NO OPTION CHOSEN. If Participants do not indicate a
participation option as described in Subsections 2.2.1, 2.2.2, and 2.2.3 hereof
on their Enrollment Forms, such Participants will be deemed to have elected the
Full Dividend Reinvestment option described in Subsection 2.2.1 hereof.

     Section 2.3 INITIAL CASH INVESTMENT. A Person who is not already a Common
Stock shareholder of record may become a Participant by returning to the
Administrator a completed Enrollment Form, accompanied by an initial cash
payment of at least $50, by check, money order, or an electronic funds deduction
from a U.S. Bank or other U.S. financial institution, in U.S. Dollars, to PNM
Direct Plan, to be invested in Common Stock pursuant to Subsections 3.3.2 or
3.4.2 hereof. An employee of the Company, or of any of its Affiliates, may
become a Participant by returning to the Administrator a completed Enrollment
Form, accompanied by an initial cash payment as described in the preceding
sentence or a Payroll Deduction Authorization Form, authorizing an initial cash
investment of at least $25, payable through a payroll deduction of at least $25.

     Section 2.4 OPTIONAL CASH INVESTMENTS. A Participant may elect to make
cash payments at any time or from time to time to the Plan, in the minimum
amount of $50, by check, money order, or an electronic funds deduction from a
U.S. bank or other U.S. financial institution, in U.S. Dollars, to PNM Direct
Plan, for investment in Common Stock pursuant to Subsections 3.3.2 or 3.4.2
hereof; provided, however, that a Participant may not invest more than $60,000
in aggregate amount in any calendar year (the "Maximum Amount") and provided
further that any such payment must be accompanied by a new Enrollment Form or a
Cash Investment Form. For purposes of determining whether the Maximum Amount has
been reached, initial cash investments made pursuant to Section 2.3 hereof shall
be counted as optional cash investments. An employee of the Company, or of any
of its Affiliates, may also elect to make cash payments at any time and from
time to time to the Plan, by returning to the Administrator a completed Payroll
Deduction Authorization Form, authorizing payroll deductions of at least $25 per
pay period.

                                   ARTICLE III

                    DIVIDEND REINVESTMENT AND STOCK PURCHASE


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     Section 3.1 DIVIDEND REINVESTMENT. Dividends as to which reinvestment has
been elected by a Participant shall be paid to the Administrator or its nominee
on behalf of such Participant and shall be reinvested during the next Investment
Period following such payment. Dividends shall be reinvested, at the Company's
election, subject to Section 10.7 hereof, in either (i) newly issued shares of
Common Stock or shares of Common Stock held in the Company's treasury (not
reserved for any other purpose) purchased from the Company, or (ii) shares of
Common Stock purchased in the open market.

     Section 3.2 INVESTMENT OF OPTIONAL CASH PAYMENTS AND INITIAL CASH
PAYMENTS. Any optional cash investments and initial cash investments received by
the Administrator from a Participant, and as to which no request for return has
been received by the last Company business day preceding the next following
Investment Period, shall be invested, during the next following Investment
Period, in either (i) newly issued shares of Common Stock or shares of Common
Stock held in the Company's treasury (not reserved for any other purpose)
purchased from the Company, or (ii) shares of Common Stock purchased in the open
market.

     Section 3.3 INVESTMENT AND REINVESTMENT IN NEWLY ISSUED SHARES OR TREASURY
SHARES. Dividend reinvestment in newly issued shares of Common Stock or shares
of Common Stock held in the Company's treasury shall be governed by Subsection
3.3.1 hereof. Any optional cash investments and/or initial cash investments to
be invested in newly issued shares of Common Stock or treasury shares of Common
Stock will be governed by Subsection 3.3.2 hereof.

                 3.3.1 DIVIDEND REINVESTMENT. As soon as practicable following
an Investment Date with respect to which the Company elects to issue new shares
of Common Stock or sell shares of Common Stock held in the Company's treasury to
the Plan in order to effect the reinvestment of Dividends, the Company shall
issue to the Administrator upon the Company's receipt of the funds described in
Subsection 3.3.3(a) below, for crediting by the Administrator to the Account of
a Participant as of such Investment Date, shares (and/or fraction of a share
rounded to three decimal places or other fraction determined from time to time
by the Administrator) of Common Stock as provided in Subsection 3.3.3 below.
Such shares shall be issued or sold to, and registered in the name of, the
Administrator or its nominee as custodian for such Participant. No interest
shall be paid on Dividends held pending reinvestment pursuant to this Subsection
3.3.1.

                 3.3.2 CASH INVESTMENTS. As soon as practicable following an
Investment Date with respect to which the Company elects to issue new shares of
Common Stock or sell shares of Common Stock held in the Company's treasury to
the Plan in order to effect the investment of optional cash investments and/or
initial cash investments, the Company shall issue to the Administrator upon the
Company's receipt of the funds described in Subsection 3.3.3(b) below, for
crediting by the Administrator to the Account of a Participant as of such
Investment Date, shares (and/or fraction of a share rounded to three decimal
places or other fraction determined from time to time by the Administrator) of
Common Stock as provided in Subsection 3.3.3 below. Such shares shall be issued
or sold to, and registered in the name of, the Administrator or its nominee as
custodian for such Participant. No interest shall be paid on cash investments
held pending investment pursuant to this Subsection 3.3.2.

                 3.3.3 NUMBER OF SHARES TO BE ISSUED. If shares are to be
issued or sold pursuant to Subsections 3.3.1 or 3.3.2 above, the number of
shares (and/or fraction of a share rounded to three decimal places or other
fraction determined from time to time by the Administrator) of Common Stock that
will be credited to the account of a Participant as of an Investment Date will
be equal to (a) the amount of any Dividends paid to the Administrator on behalf
of such Participant plus (b) the amount of any optional cash investments and/or
initial cash investment received by the Administrator from such Participant, in
each case, by the last Company business day preceding the then applicable
Investment Period and not previously invested, subject to the provisions of
Section 3.6 hereof, divided by (c) the Company Share Purchase Price on such
Investment Date.

     Section 3.4 INVESTMENT AND REINVESTMENT IN SHARES PURCHASED IN THE OPEN
MARKET. Dividend reinvestment in shares of Common Stock purchased in the open
market shall be governed by Subsection 3.4.1 hereof. Any optional cash
investments and/or initial cash investments to be invested in shares of Common
Stock purchased in the open market shall be governed by Subsection 3.4.2.

                 3.4.1 DIVIDEND REINVESTMENT. During an Investment Period with
respect to which the Company elects to effect reinvestment of Dividends in
shares of Common Stock purchased in the open market, the


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Administrator shall (if it is an Independent Agent), or shall cause an
Independent Agent to, apply the amount of any Dividends paid to the
Administrator on behalf of a Participant to the purchase of shares (and/or
fraction of a share rounded to three decimal places or other fraction
determined from time to time by the Administrator) of Common Stock in the
open market as provided in Subsection 3.4.3 below. Such shares shall be
registered in the name of the Administrator or its nominee as custodian for
such Participant. No interest shall be paid on Dividends held pending
reinvestment pursuant to this Subsection 3.4.1.

                 3.4.2 CASH INVESTMENTS. During an Investment Period with
respect to which the Company elects to effect the investment of optional cash
investments and/or initial cash investments in shares of Common Stock purchased
in the open market, the Administrator shall (if it is an Independent Agent), or
shall cause an Independent Agent to, purchase for crediting by the Administrator
to the Account of a Participant a number of shares (and/or fraction of a share
rounded to three decimal places or other fraction determined from time to time
by the Administrator) of Common Stock in the open market as provided in Section
3.4.3 below. Such shares shall be registered in the name of the Administrator or
its nominee as custodian for such Participant. No interest shall be paid on cash
investments held pending investment pursuant to this Subsection 3.4.2.

                 3.4.3 NUMBER OF SHARES TO BE PURCHASED AND OTHER MATTERS.
Purchases in the open market pursuant to Subsection 3.4.1 and Subsection 3.4.2
hereof may begin on the first day of the applicable Investment Period and shall
be completed no later than 15 days from such date, unless completion at a later
date is necessary or advisable under applicable law, including without
limitation any federal securities laws. Open market purchases pursuant to this
Subsection 3.4.1 and Subsection 3.4.2 hereof may be made on any securities
exchange on which the Common Stock is traded, in the over-the-counter market or
by negotiated transactions, and may be upon such terms and subject to such
conditions with respect to price and delivery to which the Independent Agent
(including the Administrator if it is also an Independent Agent) may agree. With
regard to open market purchases of shares of Common Stock pursuant to Subsection
3.4.1 and Subsection 3.4.2 hereof, none of the Company, the Administrator (if it
is not also serving as the Independent Agent), or any Participant shall have any
authority or power to direct the time or price at which shares of Common Stock
may be purchased, the markets on which such shares are to be purchased
(including on any securities exchange, in the over-the-counter market, or in
negotiated transactions), or the selection of the broker or dealer (other than
the Independent Agent) through or from whom purchases may be made, except that
the timing of such purchases must be made in accordance with the terms and
conditions of the Plan. For the purpose of making, or causing to be made,
purchases of shares of Common Stock pursuant to Subsection 3.4.1 and Subsection
3.4.2 hereof, and sales of Account Shares pursuant to Section 5.1 hereof, the
Administrator may authorize the Independent Agent to commingle each
Participant's funds with those of all other Participants and to offset purchases
of shares of Common Stock against sales of shares of Common Stock to be made for
Participants, resulting in a net purchase or a net sale of shares. The number of
shares (and/or fraction of a share rounded to three decimal places or other
fraction determined from time to time by the Administrator) of Common Stock that
shall be credited to a Participant's Account with respect to and as of an
Investment Date pursuant to Subsection 3.4.1 and Subsection 3.4.2 shall be equal
to (a) the amount of any Dividends paid to the Administrator on behalf of such
Participant plus (b) the amount of any optional cash investments and/or initial
cash investment received by the Administrator from such Participant, in each
case, by the last Company business day preceding the then applicable Investment
Period and not previously invested, subject to the provisions of Section 3.6
hereof, divided by (c) the Market Share Purchase Price with respect to such
Investment Date.

     Section 3.5 REQUEST TO STOP INVESTMENT. If a written request to stop
investment of optional cash investments and/or an initial cash investment is
received by the Administrator from a Participant no later than the last Company
business day preceding the Investment Period during which investment of such
cash investments would be effected pursuant to the provisions of this Plan, such
optional cash investments and/or initial cash investment shall not be invested
in Common Stock and shall be returned to such Participant. If such a request is
not received by the Administrator by such time, such optional cash investments
or initial cash investment shall be invested in shares of Common Stock for such
Participant's Account.

     Section 3.6 RETURN OF UNINVESTED MONIES. Any Dividends to be reinvested in
shares of Common Stock pursuant to Subsection 3.3.1 or Subsection 3.4.1 hereof
and not reinvested in shares of Common Stock within 30 days of the applicable
Dividend Payment Date shall be promptly returned to the Participant at his or
her address of record by First Class Mail. Any optional cash investments and
initial cash investments to be invested in shares of Common Stock pursuant to
Subsection 3.3.2 or Subsection 3.4.2 hereof and not invested in shares of Common


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Stock within 35 days of receipt by the Administrator or the Company shall be
promptly returned to the Participant at his or her address of record by First
Class Mail.

     Section 3.7 UNCOLLECTIBLE FUNDS. In the event that a check submitted for
investment is returned unpaid for any reason, the Administrator will consider
the request for investment of such funds null and void. Any shares purchased
upon the prior credit of such funds will be immediately removed from the
Participant's Account. The Administrator will be entitled to sell those shares
to satisfy any uncollected amounts. If the net proceeds of the sale of such
shares are not sufficient to satisfy the balance of such uncollected amounts,
the Administrator may sell additional shares from the Participant's Account to
satisfy the uncollected balance.

                                   ARTICLE IV

                 SAFEKEEPING SERVICES FOR DEPOSITED COMMON STOCK

     Section 4.1 DEPOSITED COMMON STOCK. A Participant may elect to have
certificates representing shares of Common Stock of which the Participant is the
record holder deposited into the Plan by delivering such certificates to the
Administrator, along with either (i) a Safekeeping Authorization Form or (ii) a
letter with respect to such certificates directing the Administrator to deposit
the shares represented by such certificates into the Plan Account of the
Participant. Shares of Common Stock so deposited shall be transferred into the
name of the Administrator or its nominee and credited to the depositing
Participant's Account. Shares of Common Stock deposited into the Plan pursuant
to this Section 4.1 shall be treated as shares purchased pursuant to the Plan.

     Section 4.2 WITHDRAWAL OF COMMON STOCK DEPOSITED PURSUANT TO SECTION 4.1.
Shares of Common Stock deposited pursuant to Section 4.1 hereof may be withdrawn
from the Plan pursuant to Section 8.1 hereof.

                                    ARTICLE V

           SALE OF ACCOUNT SHARES; GIFT OR TRANSFER OF ACCOUNT SHARES

     Section 5.1 SALE OF ACCOUNT SHARES. A Participant may request, at any
time, that all or a portion of his or her Account Shares be sold by delivering
to the Administrator a completed Account Action Request Form or other written
instructions to that effect. The Administrator (if it is not also an Independent
Agent) shall forward such sale instructions to the Independent Agent as soon as
practicable after receipt thereof. The Independent Agent shall make such sales
as soon as practicable (in accordance with any applicable stock transfer
requirements and federal and state securities laws) after processing such sale
instructions. As soon as practicable following the receipt of proceeds from such
sale, the Administrator shall mail by First Class Mail to such Participant at
his or her address of record a check in an amount equal to (a) the Market Share
Sales Price multiplied by (b) the number of his or her Account Shares sold.

     With regard to open market sales of Account Shares pursuant to this
Section 5.1, none of the Company, the Administrator (if it is not also serving
as the Independent Agent) or any Participant shall have any authority or power
to direct the time or price at which shares of Common Stock may be sold, the
markets on which such shares are to be sold (including on any securities
exchange, in the over-the-counter market, or in negotiated transactions), or the
selection of the broker or dealer (other than the Independent Agent) through or
from whom sales may be made, except that the timing of such sales must be made
in accordance with the terms and conditions of the Plan.

     Section 5.2 GIFT OR TRANSFER OF ACCOUNT SHARES. A Participant may elect to
transfer (whether by gift, private sale, or otherwise) ownership of all or a
portion of his or her Account Shares to the Account of another Participant or
establish an Account for a Person not already a Participant by delivering to the
Administrator a completed Account Action Request Form to that effect and a stock
assignment (stock power) acceptable to the Administrator along with such other
documentation as may be required by the Administrator. If the transferee is not
already a Participant, the Administrator will require the completion and
delivery of an Enrollment Form for the transferee prior to the transfer. No
fraction of a share of Common Stock credited to the transferor's Account shall
be transferred unless the transferor's entire Account is transferred.

     Account Shares transferred in accordance with the preceding paragraph
shall continue to be registered in the name of the Administrator or its nominee
as custodian and shall be credited to the transferee's Account. Unless


                                       8
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otherwise requested by a transferee who is already a participant on a
completed Enrollment Form, the reinvestment of Dividends on such transferred
Account Shares in shares of Common Stock under the Plan shall be made in
proportion to the reinvestment level (i.e., full, partial or none) of the
transferee's other Account Shares. Unless otherwise requested by the
transferor, the Administrator shall deliver an Investment Statement to such
transferee showing the transfer of such Account Shares into his or her
Account. The transferor may request that the Administrator deliver such
Investment Statement to the transferor for personal delivery to the
transferee and/or the transferor may request that the Administrator deliver
to such transferee a gift certificate. The transferor may request that the
Administrator send the gift certificate directly to such transferee with the
first Investment Statement following such transfer, or request that the
Administrator deliver such gift certificate to the transferor for personal
delivery to the transferee. The Administrator shall comply with any such
request of a transferor relating to Investment Statements and/or gift
certificates as soon as practicable following receipt of such request.

     Section 5.3 REINVESTMENT OF DIVIDENDS ON REMAINING ACCOUNT SHARES. If only
a portion of a Participant's Account Shares are Reinvestment Eligible Securities
and the Participant elects to (i) sell a portion of his or her Account Shares
pursuant to Section 5.1 hereof, (ii) transfer a portion of his or her Account
shares pursuant to Section 5.2 hereof, or (iii) withdraw a portion of his or her
Account Shares pursuant to Section 8.1 hereof, all of the Account Shares which
are Reinvestment Eligible Securities shall be sold, transferred, or withdrawn,
as the case may be, before any Account Shares which are not Reinvestment
Eligible Securities are sold, transferred, or withdrawn unless the Participant
gives specific instructions to the contrary in connection with such sale,
transfer, or withdrawal of Account Shares.

                                   ARTICLE VI

                               ELIGIBLE SECURITIES

     Section 6.1 ELIGIBLE SECURITIES. The following securities of the Company
shall be Eligible Securities: Common Stock.

     Section 6.2 ADDITIONAL ELIGIBLE SECURITIES. The Company may from time to
time or at any time designate other securities of the Company as Eligible
Securities by notifying the Administrator in writing of the designation of such
securities as Eligible Securities.

                                   ARTICLE VII

                              TREATMENT OF ACCOUNTS

     Section 7.1 CHANGING PLAN OPTIONS. A Participant may elect to change his
or her Plan options, including (i) changing the reinvestment levels (i.e., Full
Dividend Reinvestment, Partial Dividend Reinvestment, or Cash Investment Only)
of Dividends on Reinvestment Eligible Securities and (ii) changing the
designation of Reinvestment Eligible Securities, by delivering to the
Administrator a new Enrollment Form to that effect. To be effective with respect
to any Dividend Payment Date, the Enrollment Form with respect to such
Reinvestment Eligible Securities must be received by the Administrator prior to
the Dividend Record Date relating to such Dividend Payment Date. If the
Enrollment Form is not received by the Administrator by such time, such
instructions shall not become effective until after such Dividend Payment Date.
The shares of Common Stock purchased from the reinvestment of such Dividend
shall be credited to the Participant's Account. After the Administrator's
receipt of effective option changing instructions, Dividends on Reinvestment
Eligible Securities as to which the reinvestment election has been revoked will
be paid directly to the Participant in the manner otherwise associated with the
payment of Dividends.

     Section 7.2 RIGHT OF TERMINATION OF PARTICIPATION. If a Participant's
Account Action Request Form or other written instructions acceptable to the
Administrator indicate the Participant's desire to terminate his or her
participation in the Plan, within 30 days of the receipt of such request, the
Administrator shall either mail certificates representing all whole Account
Shares, if any, by First Class Mail to the Participant at his or her address of
record, pursuant to Section 8.1 hereof, along with a check for the cash value of
any fraction of a share of Common Stock credited to his or her Account, or shall
cause the Account Shares to be sold, or gifted or transferred pursuant to
Sections 5.1 or 5.2, respectively, in any such case, as shall have been directed
by the Participant.


                                       9
<Page>


     Section 7.3 STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS. Any shares
or other securities representing stock splits or other noncash distributions on
Account Shares shall be credited to such Participant's Account. Stock splits,
combinations, recapitalizations and similar events affecting the Common Stock
shall, as to shares credited to Accounts of Participants, be credited to such
Accounts on a pro rata basis.

     In the event of a rights offering, a Participant shall receive rights
based upon the total number of whole shares of Common Stock credited to his or
her Account.

     Section 7.4 SHAREHOLDER MATERIALS; VOTING RIGHTS. The Administrator shall
send or forward to each Participant all applicable proxy solicitation materials
and other shareholder materials or consent solicitation materials. Participants
shall have the exclusive right to exercise all voting rights respecting Account
Shares credited to their respective Accounts. A participant may vote all of his
or her Account Shares in person or by proxy. A Participant's proxy card shall
include all his or her Account Shares and shares of Common Stock of which he or
she is the record holder. Account Shares shall not be voted unless a Participant
or his or her proxy votes them. Fractions of shares of Common Stock shall be
voted.

     Solicitation of the exercise of Participants' voting rights by the
management of the Company and others under a proxy or consent provision
applicable to all holders of Common Stock shall be permitted. Solicitation of
the exercise of Participants' tender or exchange offer rights by management of
the Company and others shall also be permitted. The Administrator shall notify
the Participants of each occasion for the exercise of their voting rights or
rights with respect to a tender offer or exchange offer within a reasonable time
before such rights are to be exercised. Such notification shall include all
information distributed to the shareholders of the Company by the Company
regarding the exercise of such rights.

     Section 7.5 INVESTMENT AND PLAN HISTORY. As soon as practicable after each
Investment Period, the Administrator shall send an Investment Statement to each
Participant for whom Dividends were reinvested or shares of Common Stock were
purchased or who deposited Common Stock into the Plan pursuant to Section 4.1
hereof during such Investment Period. Additionally, the Administrator shall send
a Plan History Statement to each Participant following a sale, transfer, or
withdrawal of Account Shares by a Participant.

                                  ARTICLE VIII

                      CERTIFICATES AND FRACTIONS OF SHARES

     Section 8.1 CERTIFICATES. A Participant, at any time or from time to time,
may request in writing to receive a certificate for all or a portion of his or
her whole Account Shares and the Administrator shall, as soon as practicable
after receipt of such written request, mail such certificate by First Class Mail
to such Participant at his or her address of record; provided, however, that
upon the mailing of such certificate the shares of Common Stock represented by
such certificate shall no longer be Account Shares but shall remain Reinvestment
Eligible Securities (except to the extent such Participant has elected not to
have Dividends on such Account Shares reinvested in Common Stock).

     Section 8.2 FRACTIONAL SHARE. Fractions of shares of Common Stock shall be
credited to Accounts as provided in Article III hereof; provided, however, that
no certificate for a fraction of a share shall be distributed to any Participant
at any time; and provided, further, that the Company shall issue and sell only
whole shares of Common Stock to the Administrator in respect of Dividends
reinvested in, and purchases made by the Administrator hereunder of, newly
issued shares.

                                   ARTICLE IX

                               CONCERNING THE PLAN

     Section 9.1 SUSPENSION, MODIFICATION, AND TERMINATION. The Company may at
any time and from time to time, at its sole option, suspend, modify, amend, or
terminate the Plan, in whole, in part or in respect of Participants in one or
more jurisdictions; provided, however, no such amendment shall decrease the
Account of any Participant or result in a distribution to the Company of any
amount credited to the Account of any Participant. Upon complete termination of
the Plan, the Accounts of all Participants (or in the case of partial
termination of the Plan, the Accounts of all affected Participants) shall be
treated as if each such Participant had elected to terminate his or her


                                      10
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participation in the Plan pursuant to Section 7.2 hereof. The Administrator
shall promptly send each affected Participant notice of such suspension,
modification or termination.

     Section 9.2 RULES AND REGULATIONS. The Company may from time to time adopt
such administrative rules and regulations concerning the Plan as it deems
necessary or desirable for the administration of the Plan. The Company shall
have the power and authority to interpret the terms and the provisions of the
Plan and shall interpret and construe the Plan and reconcile any inconsistency
or supply any omitted detail in a manner consistent with the general terms of
the Plan and applicable law.

     Section 9.3 COSTS. All costs of administration of the Plan shall be paid
by the Company; provided, however, that any brokerage commissions, service
charges, or applicable taxes incurred in connection with open market purchases
and sales of shares of Common Stock made under the Plan shall be borne by the
Participants.

     Section 9.4 TERMINATION OF A PARTICIPANT. If a Participant does not have
at least one whole Account Share or own or hold any other Common Stock of record
for which Dividends are designated for reinvestment pursuant to this Plan, the
Participant's participation in the Plan may be terminated by the Company, in its
sole discretion, after written notice is mailed to such Participant at his or
her address of record. Additionally, the Company, in its sole discretion, may
terminate any Participant's participation in the Plan after written notice
mailed in advance to such Participant at his or her address of record, if the
Company believes that such Participant's participation may be contrary to the
general intent of the Plan or in violation of applicable law. Upon such
termination, the Account of such Participant shall be treated as if he or she
had elected to terminate his or her participation in the Plan pursuant to
Section 7.2 hereof.

                                    ARTICLE X

                           ADMINISTRATION OF THE PLAN

     Section 10.1 SELECTION OF AN ADMINISTRATOR. The Administrator shall be
appointed by the Company. The Administrator's appointment to serve as such may
be revoked by the Company at any time. The Administrator may resign at any time
upon reasonable notice to the Company. In the event that no Administrator is
appointed, the Company shall be deemed to be the Administrator for purposes of
the Plan. The Company shall be the initial Administrator.

     Section 10.2 COMPENSATION. The officers of the Company shall make such
arrangements regarding compensation, reimbursement of expenses and
indemnification of the Administrator and any Independent Agent as they from time
to time deem reasonable and appropriate.

     Section 10.3 AUTHORITY AND DUTIES OF ADMINISTRATOR. The Administrator
shall have the authority to undertake any act necessary to fulfill its duties as
set forth in the various provisions of the Plan. Upon receipt, the Administrator
shall transmit promptly all Dividends, optional cash investments and initial
cash investments to a segregated escrow account at a bank or to the Independent
Agent. The Administrator shall maintain appropriate records of the Accounts of
Participants.

     Section 10.4 LIABILITY OF THE COMPANY, THE ADMINISTRATOR AND ANY
INDEPENDENT AGENT. The Company, the Administrator, and any Independent Agent
shall not be liable for any act done in good faith, or for the good faith
omission to act in administering or performing their duties with respect to the
Plan, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's Account upon such Participant's death prior
to receipt of notice in writing of such death, or with respect to the prices at
which shares are purchased or sold for a Participant's Account and the times
when such purchases and sales are made, or with respect to any loss or
fluctuation in the market value after the purchase or sale of such shares.

     Section 10.5 RECORDS AND REPORTS. The Administrator shall keep appropriate
records concerning the Plan, Accounts of Participants, purchases and sales of
Common Stock under the Plan, and Participants' addresses of record and shall
send shareholder materials and statements to each Participant in accordance with
the provisions of Sections 7.4 and 7.5 hereof.


                                      11
<Page>


     Section 10.6 SELECTION OF INDEPENDENT AGENT. Any Independent Agent serving
in such capacity pursuant to the Plan shall be selected by the Company, and the
Administrator and the Company, or either of them, shall, subject to the
provisions hereof, make such arrangements and enter into such agreements with
the Independent Agent in connection with the activities contemplated by the Plan
as the Administrator and the Company, or either of them, deem reasonable and
appropriate.

     Section 10.7 SOURCE OF SHARES OF COMMON STOCK. The Company shall not
change the source of Common Stock purchased by Participants in the Plan (i.e.,
either (i) newly issued shares of Common Stock or shares of Common Stock held in
the Company's treasury (not reserved for any other purpose) purchased from the
Company, or (ii) shares of Common Stock purchased in the open market more than
every three months. The Company shall not exercise its right to change the
source of shares absent a recorded determination by the Company's Board of
Directors or Chief Financial Officer that the Company's need to raise additional
capital has changed or there is another valid reason for a change.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     Section 11.1 CONTROLLING LAW. This Plan shall be construed, regulated and
administered under the laws of the State of New Mexico.

     Section 11.2 ACCEPTANCE OF TERMS AND CONDITIONS OF PLAN BY PARTICIPANTS.
Each Participant, by completing an Enrollment Form and as a condition of
participation herein, for himself or herself, his or her heirs, executors,
administrators, legal representatives and assigns, approves and agrees to be
bound by the provisions of this Plan and any subsequent amendments hereto, and
all actions of the Company and the Administrator hereunder.

     Section 11.3 RECEIPT BY ADMINISTRATOR. Monies, Enrollment Forms, and other
communications will be considered to be received when delivered, either by
postal service or in person, during business hours of the Company or the
Administrator, as the case may be, to the Company's or Administrator's corporate
headquarters.


                                      12
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     IN WITNESS WHEREOF, the Company has caused this PNM Direct Plan to be
executed this     day of         , 2001.

                                       PNM RESOURCES, INC.


                                       By:
                                          --------------------------------------
                                             J.E. STERBA
                                             Chairman, President and
                                             Chief Executive Officer