FIRST AMENDMENT

TO THE

PNM RESOURCES, INC.

2022 LONG-TERM INCENTIVE PLAN

The 2022 Long-Term Incentive Plan (the “Plan”) was adopted pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). By this instrument, the Company desires to amend the Plan as set forth below.

1.This First Amendment shall be effective as of the date executed below.

2.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.

3.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.

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

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized representative on this 7th day of July, 2022.

PNM RESOURCES, INC.

/s/ Patrick V. Apodaca                

Patrick V. Apodaca

SVP and General Counsel

4858-6321-7695.3

Exhibit 1

ATTACHMENT B

Performance Share Award Opportunity Table

Officer Level			Threshold Award			Target Award			Maximum Award
CEO			Performance Shares = 101.5% of base salary			Performance Shares = 203% of base salary			Performance Shares = 406% of base salary
President and COO as of May 21, 2022			Performance Shares = 57.75% of base salary			Performance Shares = 115.5% of base salary			Performance Shares = 231% of base salary
EVP; and SVP and Chief Financial Officer from January 1, 2022 through May 20, 2022			Performance Shares = 52.5% of base salary			Performance Shares = 105% of base salary			Performance Shares = 210% of base salary
All other SVPs (other than SVP and Chief Financial Officer from January 1, 2022 through May 20, 2022)			Performance Shares = 29.75% of base salary			Performance Shares = 59.5% of base salary			Performance Shares = 119% of base salary
VP and Chief Information Officer and VP, Human Resources			Performance Shares = 19.25% of base salary			Performance Shares = 38.5% of base salary			Performance Shares = 77% of base salary
VP (other than VP and Chief Information Officer and VP, Human Resources)			Performance Shares = 17.5% of base salary			Performance Shares = 35% of base salary			Performance Shares = 70% of base salary

4858-6321-7695.3

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Exhibit 2

ATTACHMENT C

Time-Vested Restricted Stock Rights Award Opportunity Table

Officer Level			Award
CEO			Restricted Stock Rights = 87% of base salary
President and COO			Restricted Stock Rights = 49.5% of base salary
EVP			Restricted Stock Rights = 45% of base salary
SVP			Restricted Stock Rights = 25.5% of base salary
VP and Chief Information Officer and VP, Human Resources			Restricted Stock Rights = 16.5% of base salary
VP (other than VP and Chief Information Officer and VP, Human Resources)			Restricted Stock Rights = 15% of base salary

4858-6321-7695.3

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