EXHIBIT 10.88




                                  YOUR EMPLOYEE
                                  BENEFIT PLAN

                               PNM RESOURCES, INC.

                              LONG TERM DISABILITY

                                 ALL EXECUTIVES

                               GROUP NUMBER: 34505

                         EFFECTIVE DATE: JANUARY 1, 2003



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Policy excerpt:

Group Policy No.:  34505-G


                                   MetLife(R)

                       Metropolitan Life Insurance Company
                One Madison Avenue, New York, New York 10010-3690


                            CERTIFICATE OF INSURANCE
                              for the Employees of

                               PNM Resources, Inc.
                              (called the Employer)

This is your Certificate of insurance for long Term Disability Insurance as long
as you are insured under This Plan. The Group Policy and this Certificate may be
changed or canceled according to the terms, conditions and provisions of the
Group Policy. This Certificate describes the benefits under the Plan in effect
as of January 1, 2003. Any prior Certificate relating to the coverage set forth
herein is void.

MetLife in its discretion has authority to interpret the terms, conditions, and
provisions of the entire contract. This includes the Group Policy, Certificate
and any Amendments.

The Group policy is delivered in and administered according to the laws of the
governing jurisdiction.

Whenever a reference to "you" or "your" is made in this Certificate of
Insurance, it means the covered Employee. Reference to "we", "us" or "our" means
MetLife. Reference to "This Plan" means that part of the Employer's plan of
employee benefits that is insured by Met Life.


                              /s/ Robert H. Benmosche
                              --------------------------------------------------
                              Robert H. Benmosche
                              Chairman, President and Chief Executive Officer


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                                 PLAN HIGHLIGHTS


This Plan Highlights section is a summary of your Long Term Disability Benefits
and provisions. See the rest of your Certificate for more information.

It is important to read the rest of your Certificate. It describes your benefits
as well as any exclusions and limitations that apply to these benefits. Please
read it carefully. You should talk with your Employer if you have any questions.

You will notice that some of the terms used in your Certificate begin with
capital letters. These terms have special meanings. They are explained in this
Certificate.

                              EMPLOYEE ELIGIBILITY

Eligible Employee: All officers working at least 32 hours each week. However, if
you do not have regular work hours you will be an Eligible Employee if you have
worked at least an average of 32 hours a week during the preceding 12 calendar
months (or during your period of employment if less than 12 months).

Eligibility Waiting Period:

         Active Employees on and after January 1, 2003:  6 months of continuous
         service as an Employee

Eligibility Date:  January 1, 2003 or the date you complete the Eligibility
Waiting Period, whichever is later.


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                          LONG TERM DISABILITY BENEFITS


Monthly  Benefit:  66.67% of the first $25,000 of your  Predisability  Earnings,
reduced by Other Income Benefits.  Other Income Benefits are described in
Section B. of Long Term Disability Benefits.

Maximum Monthly Benefit:  $15,000

Minimum  Monthly  Benefit:  $100.  The  Minimum  Monthly  Benefit  will  not
apply  if you  are in an  Overpayment situation or are receiving income from
employment.

Elimination Period:  90 days of continuous Disability

Maximum Benefit Duration: The duration shown below:

             Age on Date                      Maximum Benefit
          Disability Starts                       Duration
          -----------------                       --------

            Less than 60                         To age 65
                 60                              60 months
                 61                              48 months
                 62                              42 months
                 63                              36 months
                 64                              30 months
                 65                              24 months
                 66                              21 months
                 67                              18 months
                 68                              15 months
             69 and over                         12 months

Work Incentive:

         Work while Disabled: No offset for employment earnings during the first
         24 months after you have satisfied your Elimination period. However,
         your Monthly Benefit may be reduced if that total income you are
         receiving (including Rehabilitation Incentive and Family Care Expenses)
         exceeds 100% of your Predisability Earnings or Indexed Predisability
         Earnings.


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         Rehabilitation   Incentive:  Your  Monthly  Benefit,  before  reduction
         for  Other  Income  Benefits,  is increased by 10% while participating
         in an approved Rehabilitation Program.

         Family Care Expenses: While participating in an approved Rehabilitation
         Program, up to $250 per month incurred for Eligible Family Care
         Expenses for each Eligible Family Member during the first 24 months
         after you have satisfied the Elimination Period.


Survivors Benefit:  A lump sum equal to 3 times the Monthly Benefit before
reductions for Other Income Benefits.

                                   LIMITATIONS

         Limitation  for  Pre-existing  Conditions:   begins  12  months  after
         your  Effective  Date  of coverage.

         Limitation For Disabilities Due to Particular Conditions

         Limitation for Disability due to (i) Mental or Nervous Disorders or
         Diseases; or (ii) Neuromusculoskeletal and Soft Tissue Disorder; or
         (iii) Chronic Fatigue Syndrome:

         24 Monthly Benefits in your lifetime, or the Maximum Benefit Duration,
         whichever is less. Benefits may be paid beyond 24 months as described
         in the provision, subject to certain requirements.

         Limitation for Drug, Alcohol or Substance Abuse or Dependence:

         One period of Disability in your lifetime for up to: 24 Monthly
         Benefits; your successful completion of an approved rehabilitative
         program; your ceasing or refusing the participate in a rehabilitative
         program; or the Maximum Benefit Duration; whichever is less.

                                  CONTRIBUTIONS

         Your Long Term Disability Benefits are paid for by your Employer.


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