EXHIBIT 10.51.1


                                 FIRST AMENDMENT
                                     TO THE
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                           FIRST RESTATED AND AMENDED
                            EXECUTIVE RETENTION PLAN

         THIS FIRST AMENDMENT made by the Public Service Company of New Mexico
("PNM") is effective as of November 27, 2002.

         WHEREAS, PNM adopted the Public Service Company of New Mexico Executive
Retention Plan (the "Plan") as of January 1, 1992 to provide certain benefits
for its executives;

         WHEREAS, the Plan has been amended and restated effective December 7,
1998;

         WHEREAS, PNM reserved the right to amend the Plan pursuant to Article
IX of the Plan; and

         WHEREAS, PNM now desires to amend the Plan to: (i) change the name of
the Plan, (ii) change the sponsor of the Plan to PNM Resources, Inc. ("PNMR"),
and (iii) designate PNM as a participating employer.

         NOW, THEREFORE, PNM does hereby amend the Plan as follows:


         NOW, THEREFORE, Public Service Company of New Mexico does hereby amend
the Plan as follows:

1.       The name of the Plan is hereby amended to read as follows:

                               PNM RESOURCES, INC.
                           FIRST RESTATED AND AMENDED
                            EXECUTIVE RETENTION PLAN

2.       The introductory paragraphs of the Plan (being those paragraphs that
         precede Article I) are hereby amended by the addition of the following
         paragraph to be placed at the end thereof:

                           PNM Resources, Inc. became the parent holding company
                           for Public Service Company of New Mexico as of
                           December 31, 2001. Effective as of November 27, 2002,
                           PNM Resources, Inc. assumes the sponsorship of the
                           Plan. Any affiliate that adopted the Plan prior to
                           the assumption of the sponsorship of the Plan by the
                           PNM Resources, Inc., including Public Service Company
                           of New Mexico, shall continue to participate in the
                           Plan.

<PAGE>

3.       Section 2.8 is hereby amended in its entirety to read as follows:

                           2.8 "Company" shall mean PNM Resources, Inc. unless
                           the context, such as discussion of the formation of
                           the Plan, clearly indicates otherwise, in which case
                           "Company" can also mean Public Service Company of New
                           Mexico. As used in this Plan, "Company" shall also
                           mean any successor to its assets, as described in
                           Article II, Section 2.5.3, and 2.5.4, that assumes
                           and agrees to perform the Company's obligations
                           hereunder, by operation of law or otherwise.
                           "Company" may also include any holding company owning
                           the Company or subsidiary of such holding company,
                           depending on the context of the reference within this
                           Plan.

4.       Article VI is hereby amended by adding a new Section 6.4 to read as
         follows:
                           6.4 Allocation Among Affiliates. Each employer that
                           participates in the Plan shall bear the costs and
                           expenses of providing benefits accrued by its
                           employee-Participants during periods while they are
                           employed by that employer. Such costs and expenses
                           shall be allocated among the participating employers
                           in accordance with (i) agreements entered into
                           between the Company and any participating employer,
                           or (ii) in the absence of such an agreement,
                           procedures adopted by the Company.

5.       The purpose of this First Amendment is to transfer sponsorship of the
         Plan to PNMR from PNM. All references to "Public Service Company of New
         Mexico" or the "Company" are hereby replaced with references to "PNM
         Resources, Inc.," unless the context (such as discussion of the
         formation of the Plan) indicates otherwise. Any other provisions of the
         Plan which are inconsistent with this transfer of sponsorship are
         hereby amended to the extent necessary to accomplish this transfer.

6.       This First Amendment changes the name and sponsorship of the Plan. Any
         individuals or entities serving as fiduciaries or service providers
         with respect to the Plan shall continue to serve as such, subject to
         the provisions of the Plan. Similarly, any policies or procedures
         previously adopted by the fiduciaries shall continue in full force and
         effect.

7.       PNMR hereby assumes all duties, obligations, and authority as the
         sponsor of the Plan. PNMR does not assume PNM's financial obligation
         for its share of the costs and expenses of Plan benefits as determined
         pursuant to Section 6.4 of the Plan.

8.       This First Amendment shall only amend the provisions of the Plan
         referenced above, and those provisions not amended hereby shall be
         considered in full force and effect.

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<PAGE>


         IN WITNESS WHEREOF, Public Service Company of New Mexico has caused
this First Amendment to be executed as of this 27th day of November, 2002.


                                        PUBLIC SERVICE COMPANY OF NEW MEXICO

                                        By:      /s/ Alice A. Cobb
                                           -------------------------------------
                                        Its:     Senior Vice President
                                                 People Services and Development



                                        ACCEPTED:
                                        --------

                                        PNM RESOURCES, INC.

                                        By:      /s/ Alice A. Cobb
                                           -------------------------------------
                                        Its:     Senior Vice President
                                                 People Services and Development


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