**EXHIBIT
      10.2**


**FIFTH
      AMENDMENT**


**TO
      THE**


**PNM
      RESOURCES, INC.**


**NON-UNION
      SEVERANCE PAY PLAN**




Effective
      January 1, 2002, Public Service Company of New Mexico (“PNM”) adopted the Public
      Service Company of New Mexico Benefits My Way Plan (the “BMW
      Plan”).  Effective November 27, 2002, sponsorship of the BMW Plan was
      transferred from PNM to PNM Resources, Inc. (“PNM Resources”) and the Plan was
      renamed the “PNM Resources, Inc. Benefits My Way Plan.”  The BMW Plan
      consisted of a number of component programs including Program 12, Non-Union
      Severance Pay Program (the “Non-Union Severance Program”).  Effective
      as of January 1, 2004, PNM Resources amended and restated the BMW Plan to divide
      it into a number of separate plans that replace several of the component
      programs in effect on December 31, 2003.  As part of the amendment and
      restatement, the PNM Resources, Inc. Non-Union Severance Pay Plan (the “Plan”)
      was created as a successor plan to the Non-Union Severance Program, effective
      as
      of January 1, 2004.  The Plan has since been amended on four previous
      occasions.  By this instrument, PNM Resources now desires to amend the
      Plan as set forth below.




1.           Except
      as otherwise provided, this Fourth Amendment shall be effective as of January
      1,
      2007.




2.           Section
      2.1(a) (Affiliate) of the Plan is hereby amended by adding a new
      paragraph to the end thereof:




“50%
      Affiliate” means any of the following:  (1) an entity that would be a
      member of a “controlled group of corporations” (within the meaning of Section
      414(b) of the Code as modified by Section 415(h) of the Code) that includes
      the
      Company as a member of the group if for purposes of applying Section 1563(a)(1),
      (2) or (3) of the Code for determining the members of a controlled group of
      corporations under Section 414(b) of the Code, the language “at least 50
      percent” is used instead of “at least 80 percent” each place it appears in
      Section 1563(a)(1), (2) and (3); and (2) an entity that would be a member of
      a
      group of trades or businesses under common control (within the meaning of
      Section 414(c) of the Code) that includes the Company as a member of the group
      if for purposes of applying Treas. Reg. § 1.414(c)-2 for purposes of determining
      the members of a group of trades or businesses (whether or not incorporated)
      that are under common control for purposes of Section 414(c) of the Code, the
      language “at least 50 percent” is used instead of “at least 80 percent” each
      place it appears in Treas. Reg. § 1.414(c)-2.









3.           Section
      2.1(bb) (Year of Service) of the Plan is hereby amended by adding the
      following new paragraph to the end thereof:




Persons
      employed in the service of EnergyCo, LLC or its affiliates immediately before
      becoming an employee of the Company (an “EnergyCo Transferred Employee”) shall
      receive credit for all service with EnergyCo, LLC or its affiliates as if such
      service were performed for the Company.  Service will be credited on a
      reasonably uniform basis.




4.           Section
      3.5(e) (Certain Employees Ineligible For Benefits) of the Plan is hereby
      amended by and restated to provide as follows:




(e)           Employees
      who do not terminate employment with the Company and all of its Affiliates
      and
      50% Affiliates.




5.           This
      Fifth 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 Fifth Amendment shall
      supersede the provisions of the Plan to the extent those provisions are
      inconsistent with the provisions and intent of this
      Fifth****Amendment.




IN
      WITNESS WHEREOF, PNM Resources has caused this Fifth Amendment to be executed
      as
      of this 12th
      day of March, 2007.




PNM
      RESOURCES, INC.




By:/s/
      Alice A.
      Cobb




Its:
      SVP, Chief Administrative Officer




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