This Instrument Contains After-Acquired Property Provisions



             This Instrument Grants a Security Interest by a Utility

                         Texas-New Mexico Power Company
                   (Formerly Community Public Service Company)

                                       To

                            Bank of America Illinois
                                    Trustee.


                             -----------------------


                      Twenty-Fourth Supplemental Indenture

                          Dated as of November 3, 1995


                              --------------------


                          Supplemental to and Modifying

                              Indenture to Mortgage
                                       and
                                  Deed of Trust
                          Dated as of November 1, 1944
                         (as supplemented and modified)








<PAGE>






          This Instrument Contains After-Acquired Property Provisions.

                               ------------------

            This Instrument Grants a Security Interest by a Utility.

                               ------------------

     This is a  Security  Agreement  granting a Security  Interest  in  Chattels
including  Chattels affixed to Realty as well as a Mortgage upon Real Estate and
Other Property

         THIS  TWENTY-FOURTH  SUPPLEMENTAL  INDENTURE,  dated as of  November 3,
1995, between Texas-New Mexico Power Company (formerly Community Public Services
Company),  as debtor,  a Texas  corporation  (hereinafter  sometimes  called the
"Company"), whose mailing address and address of its principal place of business
is 4100  International  Plaza, P.O. Box 2943, Fort Worth,  Texas 76113, party of
the first part, and Bank of America Illinois,  a banking  corporation  organized
under the laws of Illinois (hereinafter sometimes called the "Trustee"),  (which
was formerly known, at various times, as Continental Bank, a banking corporation
organized under the laws of Illinois,  Continental Bank,  National  Association,
and Continental  Illinois National Bank and Trust Company of Chicago  (sometimes
referred to as "Predecessor Trustee")), as Trustee and Secured Party, and having
its principal place of business and mailing address at 231 South LaSalle Street,
Chicago, Illinois 60697, party of the second part:

         WHEREAS,  Community  Public  Service  Company,  a Delaware  corporation
(hereinafter  sometimes  called  the  "Predecessor  Company"),   has  heretofore
executed and  delivered to the City  National  Bank and Trust Company of Chicago
(hereinafter  sometimes called the "Old Trustee"),  an Indenture of Mortgage and
Deed of Trust  dated as of November 1, 1944  (hereinafter  sometimes  called the
"Original Indenture"), to secure as provided therein, its bonds (in the Original
Indenture  and herein  called the  "Bonds") to be  designated  generally  as its
"First Mortgage Bonds" and to be issued in one or more series as provided in the
Original Indenture; and

         WHEREAS,  the Predecessor Company has heretofore executed and delivered
to the Old Trustee six indentures supplemental to the Original Indenture,  which
supplemental indentures were dated as of March 1, 1947, January 1, 1949, January
1, 1952, March 1, 1954, June 1, 1957 and June 1, 1961, respectively; and



<PAGE>






  
         WHEREAS, simultaneously with the merger of the Predecessor Company into
the  Company,  the  Company  has  heretofore  executed  and  delivered a Seventh
Supplemental  Indenture,  dated  as of  May 1,  1963,  to  Continental  Illinois
National Bank and Trust Company of Chicago (into which on September 1, 1961, the
Old Trustee was merged) as Trustee; and

         WHEREAS,  the Company has  heretofore  executed  and  delivered  to the
Predecessor Trustee an Eighth Supplemental Indenture dated as of July 1, 1963; a
Ninth  Supplemental  Indenture dated as of August 1, 1965; a Tenth  Supplemental
Indenture dated as of May 1, 1966; an Eleventh  Supplemental  Indenture dated as
of October 1, 1969; a Twelfth Supplemental  Indenture dated as of May 1, 1971; a
Thirteenth  Supplemental  Indenture  dated  as of July  1,  1974;  a  Fourteenth
Supplemental  Indenture  dated as of March 1,  1975;  a  Fifteenth  Supplemental
Indenture  dated as of  September 1, 1976;  a Sixteenth  Supplemental  Indenture
dated as of November 1, 1981; a Seventeenth  Supplemental  Indenture dated as of
December 1, 1982; an Eighteenth  Supplemental Indenture dated as of September 1,
1983; a Nineteenth  Supplemental  Indenture dated as of May 1, 1985; a Twentieth
Supplemental  Indenture  dated as of July 1, 1987; a  Twenty-First  Supplemental
Indenture dated as of July 1, 1989; a Twenty-Second Supplemental Indenture dated
as of January 15, 1992; and a Twenty-Third  Supplemental  Indenture  dated as of
September 15, 1993; and

         WHEREAS, pursuant to the Original Indenture, as heretofore supplemented
and modified, there have been executed, authenticated,  delivered and issued and
there  are now  outstanding  First  Mortgage  Bonds of series  and in  principal
amounts as follows:

<TABLE>
<CAPTION>

               Title                              Issued     Outstanding

        <S>                                 <C>              <C>         
        Series L, 10 1/2due 2000            $ 12,000,000     $  9,600,000

        Series M, 8.70% due 2006            $ 10,000,000     $  8,200,000

        Series R, 10% due 2017              $ 65,000,000     $ 62,400,000

        Series S, 9% due 2019               $ 20,000,000     $ 19,600,000

        Series T, 11 1/4% due 1997          $130,000,000     $100,800,000

        Series U, 9 1/4% due 2000           $100,000,000     $100,000,000
</TABLE>

and

         WHEREAS,  Continental  Illinois  National  Bank and  Trust  Company  of
Chicago changed its name to Continental Bank,  National  Association,  effective
December 12, 1988;  Continental Bank,  National  Association changed its name to
Continental Bank, effective June 29, 1994; and Continental Bank changed its name
to Bank of America Illinois effective September 1, 1994; and

         WHEREAS, it is provided in the Original Indenture,  among other things,
that the  Company  and the Trustee  may,  and when so  required by the  Original
Indenture shall, enter into such indentures supplemental thereto as may or shall
by them be deemed  necessary or desirable and which shall thereafter form a part
thereof for the  purposes,  among others,  of (a)  subjecting to the lien of the
Original Indenture  additional  property acquired by the Company,  (b) providing
for the  creation  of any new  series of  Bonds,  designating  the  series to be
created and specifying the form and provisions of the Bonds of such series,  (c)
providing for a sinking,  amortization,  improvement or other analogous fund for
the  benefit  of all or any of the  Bonds  of any  one or more  series,  of such
character  and of such  amount  and upon such terms and  conditions  as shall be
contained in such supplemental indenture; and (d) providing for modifications in
the Original Indenture, subject to certain conditions; and

         WHEREAS,  the Company is entering  into that certain  Revolving  Credit
Facility  Agreement (the "Credit  Agreement"),  dated as of November 3, 1995 (as
the same may be amended from time to time,  the "Credit  Agreement"),  among the
Company,  certain  lenders (the "Lenders") and Chemical Bank, a New York banking
corporation ("Chemical") as agent for the Lenders; and

         WHEREAS, the Credit Agreement requires, as a condition precedent to the
effectiveness of the Credit Agreement and the initial borrowing thereunder, that
the  Company  issue a new  series  of  First  Mortgage  Bonds  to  Chemical,  as
collateral  agent  (the  "Collateral  Agent")  for  the  Lenders  under  a  Bond
Agreement, dated as of November 3, 1995 (the "Bond Agreement"),  in an aggregate
principal  amount  of  $30,000,000  to  secure  the  payment  when  due  of  the
Obligations (as defined in the Bond Agreement); and

         WHEREAS,  the  agreements  of  the  parties  to  the  Credit  Agreement
constitute  consideration  for the issuance of such First  Mortgage Bonds to the
Collateral Agent; and

         WHEREAS, the Company, as required by the Credit Agreement,  proposes to
create under the Original  Indenture a new issue of First Mortgage  Bonds, to be
designated as First Mortgage Bonds, Series V (the "Bonds of Series V") to be due
on  November  3, 2000,  in an  aggregate  principal  amount of  $30,000,000  and
proposes to issue the same  initially  upon the execution of this  Twenty-Fourth
Supplemental Indenture; and

         WHEREAS,  it is the intent of the Company and the Lenders  that as long
as the Collateral Agent or any successor  Collateral Agent remains as registered
owner of the Bonds of Series V, there be no duplication in the obligations  paid
by the  Company  under the Credit  Agreement  and the Bonds of Series V, but the
payments,  if any,  of  principal  of or  interest  on the  Bonds of Series V be
applied to payment of the  Obligations and that the benefits and security of the
lien of the Original Indenture,  as supplemented and amended, be extended to the
Obligations by means of the pledge of the Bonds of Series V to the Lenders; and
         WHEREAS,   the  Company  is  required  to  execute  this  Twenty-Fourth
Supplemental  Indenture  and  hereby  requests  the  Trustee  to  join  in  this
Twenty-Fourth  Supplemental Indenture for the purpose, among others, of creating
and  describing  the terms of the Bonds of Series V (the  Original  Indenture as
heretofore  supplemented  and modified and as supplemented  and modified by this
Twenty-Fourth   Supplemental   Indenture  being  herein   sometimes  called  the
"Indenture"); and

         WHEREAS,  all acts and proceedings  required by law and by the Restated
Articles of Incorporation and By-Laws of the Company necessary to make the Bonds
of Series V, when  executed by the Company,  authenticated  and delivered by the
Trustee  and duly  issued,  the  valid,  binding  and legal  obligations  of the
Company,  and to constitute  the Indenture a valid and binding  mortgage for the
security of all of the Bonds in accordance  with its and their terms,  have been
done  and  taken;   and  the  execution  and  delivery  of  this   Twenty-Fourth
Supplemental Indenture have been in all respects duly authorized.

         NOW, THEREFORE, THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE,  WITNESSETH,
that, in order to secure the payment of the principal of,  premium,  if any, and
interest on all Bonds at any time issued and  outstanding  under the  Indenture,
according to their tenor,  purport and effect, and to secure the performance and
observance of all the covenants  and  conditions  contained in said Bonds and in
the Indenture, and to declare the terms and conditions upon and subject to which
the Bonds of Series V are and are to be issued and secured,  and for the purpose
of confirming the lien of the Original Indenture, as heretofore supplemented and
modified,  and  for  and in  consideration  of the  premises  and of the  mutual
covenants  contained in the Indenture and of the purchase and  acceptance of the
Bonds of Series V by the  holders  thereof,  and of the sum of $1 to the Company
paid by the Trustee at or before the  ensealing  and  delivery  hereof,  and for
other valuable considerations,  the receipt whereof is hereby acknowledged,  the
Company has executed and delivered this  Twenty-Fourth  Supplemental  Indenture,
and by these  presents does grant,  bargain,  sell,  convey,  assign,  transfer,
mortgage,  pledge,  hypothecate,  set over and  confirm  unto the  Trustee,  the
following property, rights, privileges and franchises, to wit:

                                    CLAUSE I.

         Without  in  any  way  limiting  anything  in  Article  Six  hereof  or
hereinafter described,  all and singular the lands, real estate,  chattels real,
interests in lands,  leaseholds,  ways,  rights-of-way,  easements,  servitudes,
permits  and  licenses,   lands  under  water,   riparian  rights,   franchises,
privileges,  gas or electric generating plants,  natural gas plants, gas storage
plants and facilities,  gas or electric  transmission and distribution  systems,
gas  gathering   systems  and  tap  lines,   and  all  apparatus  and  equipment
appertaining  thereto,  offices,  buildings,  warehouses  and other  structures,
machine  shops,  tools,  materials  and  supplies and all property of any nature
appertaining  to any of the  plants,  systems,  business  or  operations  of the
Company,  whether or not affixed to the realty,  used in the operation of any of
the premises or plants or systems or otherwise, which are now owned or which may
hereafter be owned or acquired by the Company,  other than Excepted  Property as
defined in the Granting Clauses of the Original Indenture.

                                   CLAUSE II.

         All corporate,  Federal, state, municipal and other permits,  consents,
licenses,  bridge licenses,  bridge rights, river permits,  franchises,  grants,
privileges  and  immunities of every kind and  description,  now belonging to or
which may hereafter be owned,  held,  possessed or enjoyed by the Company (other
than  Excepted  Property  as defined  in the  Granting  Clauses of the  Original
Indenture) and all renewals,  extensions,  enlargements and modifications of any
of them.

                                   CLAUSE III.

         Also  all  other  property,   real,  personal  or  mixed,  tangible  or
intangible  (other than Excepted  Property as defined in the Granting Clauses of
the Original Indenture) of every kind, character and description and wheresoever
situated,  whether or not  useful in the  generation,  manufacture,  production,
transportation,  distribution or sale of gas or electricity,  now owned or which
may hereafter be acquired by the Company, it being the intention hereof that all
property,  rights and  franchises  acquired by the Company after the date hereof
(other than Excepted Property as defined in the Granting Clauses of the Original
Indenture) shall be as fully embraced within and subjected to the lien hereof as
if such property were now owned by the Company and were  specifically  described
herein and conveyed hereby.

                                   CLAUSE IV.

         Together  with all and  singular the plants,  buildings,  improvements,
additions, tenements, hereditaments, easements, rights, privileges, licenses and
franchises  and all  other  appurtenances  whatsoever  belonging  or in  anywise
appertaining to any of the property hereby mortgaged or pledged,  or intended so
to be, or any part  thereof,  and the reversion  and  reversions,  remainder and
remainders,  and the rents, revenues,  issues,  earnings,  income,  products and
profits  thereof,  and of every part and  parcel  thereof,  and all the  estate,
right, title, interest, property, claim and demand of every nature whatsoever of
the  Company  at law,  in  equity  or  otherwise  howsoever,  in, of and to such
property and every part and parcel thereof.

                                    CLAUSE V.

         Also any and all property, real, personal, or mixed (including Excepted
Property as defined in the  Granting  Clauses of the Original  Indenture),  that
may, from time to time hereafter, by delivery or by writing of any kind, for the
purpose  hereof be in  anywise  subjected  to the lien  hereof  or be  expressly
conveyed,  mortgaged,  assigned,  transferred,  deposited  and/or pledged by the
Company or by anyone in its behalf or with its consent, to and with the Trustee,
which is hereby  authorized  to receive the same at any and all times as and for
additional  security  and  also,  when  and as in  the  Indenture  provided,  as
substituted security hereunder, to the extent permitted by law. Such conveyance,
mortgage, assignment,  transfer, deposit and/or pledge or other creation of lien
by the  Company  or by anyone in its  behalf or with its  consent of or upon any
property as and for additional security may be made subject to any reservations,
limitations, conditions and provisions which shall be set forth in an instrument
or  agreement  in writing  executed by the Company or the person or  corporation
conveying, assigning, mortgaging,  transferring,  depositing and/or pledging the
same and/or by the Trustee,  respecting the use,  management and  disposition of
the property so conveyed,  assigned,  mortgaged,  transferred,  deposited and/or
pledged, or the proceeds thereof.

                                EXCEPTED PROPERTY

         There is,  however,  expressly  excepted and excluded from the lien and
operation of the Indenture all property  specifically excepted under the heading
"Excepted  Property" of the Granting  Clauses of the Original  Indenture and all
property released or otherwise disposed of pursuant to the provisions of Article
Seven of the Original Indenture.

         The Company may, however, pursuant to the provisions of Granting Clause
V above, subject to the lien and operation of the Indenture,  all or any part of
the  Excepted  Property  as defined  in the  Granting  Clauses  of the  Original
Indenture.

         TO HAVE AND TO HOLD the Trust  Estate  (as  defined in  Paragraph  A of
Section  1.06  of the  Original  Indenture)  and  all and  singular  the  lands,
properties,  estates,  rights,  franchises,  privileges and appurtenances hereby
mortgaged,  conveyed,  pledged or assigned,  or intended so to be, together with
all the appurtenances thereto appertaining,  unto the Trustee and its successors
and assigns, forever:

         SUBJECT,  HOWEVER, to Permitted  Encumbrances as defined in Paragraph G
of Section 1.07 of the  Original  Indenture;  and,  with respect to any property
which the Company may hereafter acquire, to all terms,  conditions,  agreements,
covenants,  exceptions  and  reservations  expressed or provided in the deeds or
other instruments,  respectively, under and by virtue of which the Company shall
hereafter acquire the same and to any liens thereon  existing,  and to any liens
for unpaid  portions of the purchase money placed  thereon,  at the time of such
acquisitions;

         BUT IN  TRUST,  NEVERTHELESS,  for the  equal  and  proportionate  use,
benefit,  security and  protection of those who from time to time shall hold the
Bonds and coupons  authenticated  and  delivered  under the  Indenture  and duly
issued by the Company, without any discrimination, preference or priority of any
one Bond or coupon  over any other by reason of  priority  in the time of issue,
sale or negotiation thereof or otherwise, except as provided in Section 10.02 of
the Original  Indenture,  so that, subject to said Section 10.02 of the Original
Indenture,  each and all of said Bonds and  coupons  shall have the same  right,
lien and privilege under the Original Indenture,  as heretofore supplemented and
as  supplemented  by this  Twenty-Fourth  Supplemental  Indenture,  and shall be
equally  secured  thereby  and  hereby  and  shall  have the same  proportionate
interest  and share in the Trust  Estate,  with the same effect as if all of the
Bonds and coupons had been issued,  sold and  negotiated  simultaneously  on the
date of the delivery hereof; and in trust for enforcing payment of the principal
of the Bonds and of the premium, if any, and interest thereon,  according to the
tenor, purport and effect of the Bonds and coupons and of the Indenture, and for
enforcing the terms, provisions, covenants and stipulations in the Indenture and
in the Bonds set forth;

         UPON  CONDITION  that,  until the  happening of an Event of Default (as
defined  in Section  14.01 of the  Original  Indenture),  the  Company  shall be
suffered and permitted to possess, use and enjoy the Trust Estate, except money,
securities and other personal  property pledged or deposited with or required to
be pledged or deposited with the Trustee under the Indenture, and to receive and
use  the  rents,  revenues,  issues,  earnings,  income,  products  and  profits
therefrom:

                                   ARTICLE ONE

           BONDS OF SERIES V AND CERTAIN PROVISIONS RELATING THERETO.

         SECTION  1.01.  Terms of Bonds of Series V. There  shall be, and hereby
is, created a new series of Bonds,  known as and entitled "First Mortgage Bonds,
Series V, due 2000"  (herein  referred to as the "Bonds of Series  V"),  and the
form thereof shall be  substantially  as  hereinafter  set forth in Section 1.02
hereof.  The  principal  amount of the  Bonds of  Series V shall not be  limited
except as  provided in Section  2.01 of the  Original  Indenture  (as amended by
Section 1.01 of the Thirteenth  Supplemental Indenture dated as of July 1, 1974)
and  except  as may be  provided  in any  indenture  supplemental  thereto.  The
definitive  Bonds of Series V shall be issued only as  registered  Bonds without
coupons  of the  denomination  of $1,000 or any  multiple  thereof,  and of such
respective  amounts  of each of said  denominations  as may be  executed  by the
Company and delivered to the Trustee for authentication and delivery.

         The Bonds of Series V shall be registered in the name of Chemical Bank,
as Collateral  Agent for the Lenders a party to the Credit  Agreement  among the
Company,  the  Lenders  and  Chemical  Bank,  as  administrative  agent  and  as
collateral agent for the Lenders (in such capacity, the "Collateral Agent").

         The  Bonds of  Series V are to be  issued  to the  Collateral  Agent to
secure  the  payment  when  due of  the  Obligations  (as  defined  in the  Bond
Agreement),  including,  without limitation, the Loans (as defined in the Credit
Agreement).

         The  Bonds of  Series V are to be dated  November  3,  1995,  are to be
issued in the aggregated  principal  amount of $30,000,000  and are to mature on
the Maturity  Date (as defined in the Credit  Agreement).  The Bonds of Series V
shall bear interest of 0% per annum;  provided,  however, that in the event that
an Event of Default (as defined in the Credit Agreement and hereinafter  defined
as a "Credit Agreement  Default") shall have occurred and be continuing or shall
have  resulted in an exercise of remedies  pursuant to Section VII of the Credit
Agreement,  the Bonds of Series V shall bear  interest at a rate per annum equal
to the prime rate of Chemical  Bank in effect from day to day plus two  percent,
from the date ("Interest  Accrual Date") of a Credit Agreement Default until (i)
that date as of which the Collateral  Agent shall have informed the Company that
the  Credit  Agreement  Default  been  cured,  or (ii)  in the  event  that  the
Collateral  Agent or any successor agent shall no longer be the registered owner
of the Bonds of Series V, the Maturity Date and  thereafter  until the principal
amount of the Bonds of Series V has been paid in full. Interest due on the Bonds
of Series V shall be payable on the 15th day of May and the 15th day of November
of each year commencing on the first interest payment date following an Interest
Accrual Date.

         The  obligation  of the Company to make  payments  with  respect to the
principal of and interest on the Bonds of Series V shall be,  provided  that the
Collateral Agent or any successor Collateral Agent shall be the registered owner
of the Bonds of Series V, fully  satisfied and discharged to the extent that, at
any time that any such payment  shall be due, the Company  shall have paid fully
the then due  principal  of and  interest  on the Loans and no Credit  Agreement
Default exists. Provided,  however, to the fullest extent possible to secure the
principal and interest outstanding from time to time under the Credit Agreement,
the principal amount of the Bonds of Series V and interest thereon accruing from
time to time will remain  outstanding to secure future advances under the Credit
Agreement.

         The Trustee may  conclusively  presume that no payments with respect to
the  principal  of or interest on the Bonds of Series V are due unless and until
the Trustee shall have received a written  certificate from the Collateral Agent
or successor  Collateral Agent signed by an authorized officer of the Collateral
Agent or such successor  Collateral  Agent,  certifying that a Credit  Agreement
Default has occurred and is continuing and specifying the Interest  Accrual Date
and such  other  matters,  if any,  as  shall be  pertinent  to the  payment  of
principal of and/or interest on the Bonds of Series V.  Thereafter,  the Trustee
may  conclusively  presume that principal and interest  payments on the Bonds of
Series V are due and  payable  in  accordance  with the terms of the  Indenture,
unless and until the Trustee shall have received a  certificate  certifying  the
date on which the  Credit  Agreement  Default  shall  have  been  cured and that
payments  with respect to principal of and interest on the Bonds of Series V are
no longer due and payable.  The Trustee may rely and shall be fully protected in
acting  upon any such  certificate  and shall  have no duty with  respect to the
matters  specified in any such  certificate  other than to make it available for
inspection by the Company.

         Upon the satisfaction of the conditions  precedent contained in Section
9.17 of the Credit Agreement,  the Bonds of Series V shall be surrendered to the
Company and the Company's obligations  thereunder shall be discharged and deemed
satisfied; provided, however, that in the event that the Collateral Agent or any
successor  Collateral Agent shall no longer be the registered owner of the Bonds
of Series V, this paragraph shall thereafter be of no force or effect.

         The  definitive  Bonds of  Series V may be  issued in the form of Bonds
engraved,  printed,  lithographed  on steel engraved  borders or typed on safety
paper.

         The  person  in whose  name any Bond of Series V is  registered  at the
close of business on any record date (as  hereinbelow  defined)  with respect to
any interest  payment date shall be entitled to receive the interest  payable on
such interest  payment date  notwithstanding  the  cancellation  of such Bond of
Series V upon any transfer or exchange thereof  (including any exchange effected
as an incident to a partial  redemption  thereof)  subsequent to the record date
and prior to such interest payment date,  except that, if and to the extent that
the Company  shall  default in the payment of the interest due on such  interest
payment date,  then the  registered  holders of Bonds of Series V on such record
date  shall  have no  further  right to or claim in  respect  of such  defaulted
interest  as such  registered  holders  on such  record  date,  and the  persons
entitled to receive payment of any defaulted interest thereafter payable or paid
on any Bonds of Series V shall be the registered holders of such Bonds of Series
V on the record date for payment of such  defaulted  interest.  The term "record
date" as used in this  Section  1.01,  and in the form of the Bonds of Series V,
with respect to any interest  payment date  applicable to the Bonds of Series V,
shall  mean  the May 1 next  preceding  a May 15  interest  payment  date or the
November 1 next  preceding a November 15 interest  payment date, as the case may
be (or the preceding  business day if a holiday or other day on which the office
of the  Trustee is  closed),  or such  record  date  established  for  defaulted
interest as hereinafter provided.

         In case of failure by the Company,  to pay any  interest  when due, the
claim for such interest shall be deemed to have been  transferred by transfer of
any Bond of Series V registered on the books of the Company and the Company,  by
not less than 10 days'  written  notice  to  bondholders,  may fix a  subsequent
record date for  determination  of holders entitled to payment of such interest.
Such provision for establishment of a subsequent record date, however,  shall in
no way affect the rights of  bondholders  or of the  Trustee  consequent  on any
default.

         Except as provided in this Section  1.01,  every Bond of Series V shall
be dated as provided in Section 2.05 of the Original Indenture. However, so long
as there is no  existing  default  in the  payment of  interest  on the Bonds of
Series V, all Bonds of Series V authenticated  by the Trustee between the record
date for any interest payment date and such interest payment date shall be dated
such interest payment date; provided, however, that if the Company shall default
in the interest due on such interest  payment date, then any such Bond of Series
V shall bear  interest  from the May 15 or  November  15, as the case may be, to
which interest has been paid, unless such interest payment date is May 15, 1996,
in which case from November 3, 1995.

         Subject to the  provisions  of Section 2.11 of the Original  Indenture,
all definitive  Bonds of Series V, upon surrender at the principal office of the
Trustee,  shall be  exchangeable  for  other  Bonds of  Series V of a  different
denomination or denominations, as requested by the holder surrendering the same.
The Company shall execute, and the Trustee shall authenticate and deliver, Bonds
of Series V whenever the same shall be required for any such exchange.

         Notwithstanding   the  provisions  of  Section  2.11  of  the  Original
Indenture  no  charge  shall be made for any  exchange  of Bonds of Series V for
other  Bonds  of  Series  V of  different  authorized  denominations  or for any
transfer of Bonds of Series V, except that the Company at its option may require
the  payment  of a sum  sufficient  to  reimburse  it for any stamp tax or other
governmental charge incident thereto.

         The Trustee  hereunder  shall, by virtue of its office as such Trustee,
be a paying agent of the Company for the purpose of the payment of the principal
of and premium,  if any, and interest on the Bonds of Series V and the registrar
and  transfer  agent  of  the  Company  for  the  purpose  of  registering   and
transferring  Bonds of Series V.  Neither the  Company nor the Trustee  shall be
required to make transfers or exchanges of Bonds of Series V for a period of ten
days next  preceding the mailing of notice of redemption of Bonds of Series V to
be redeemed  and  neither the Company nor the Trustee  shall be required to make
transfers  or  exchanges  of any  Bonds of  Series  V  designated  in whole  for
redemption  or that  part  of any  Bond  of  Series  V  designated  in part  for
redemption.

         SECTION 1.02.     Form of Bonds  of  Series  V. The  Bonds  of  Series
                           V shall  be in  substantially  the following form:

                           [FORM OF BOND OF SERIES V]

No. V         

                         TEXAS NEW-MEXICO POWER COMPANY
                     First Mortgage Bond, Series V, Due 2000
                              Due November 3, 2000

         Texas-New Mexico Power Company, a Texas corporation (hereinafter called
the "Company"),  for value received,  hereby promises to pay to Chemical Bank, a
New York banking  corporation,  as agent under the Credit Agreement  hereinafter
described, or registered assigns,  Thirty Million Dollars ($30,000,000),  on the
Maturity Date (as defined in the Credit Agreement hereinafter  defined),  and to
pay interest  thereon as provided  below.  The principal of and interest on this
Bond are  payable at the  principal  corporate  trust  office of Bank of America
Illinois,  a  banking  corporation  organized  under the laws of  Illinois  (the
"Trustee"),  or its  successor  in trust  under the  Indenture  (as  hereinafter
defined),  in the City of  Chicago,  Illinois,  in any coin or  currency  of the
United  States of America which at the time of payment shall be legal tender for
payment of public and private debts.

         The Bonds of Series V have been issued to Chemical  Bank, as Collateral
Agent for the lenders (the "Lenders") party to the Credit Agreement (hereinafter
defined),  to  partially  secure the  payment  when due of the  Obligations  (as
defined in that certain Bond Agreement dated November 3, 1995, by the Company in
favor of Chemical Bank as Collateral Agent for the Lenders),  including, without
limitation,  the Loans (as defined in the Credit Agreement) made by the Lenders,
which Loans were made  pursuant to that  certain  Credit  Agreement  dated as of
November 3, 1995 (as amended,  supplemented and otherwise modified and in effect
from time to time, the "Credit  Agreement"),  among the Company, the Lenders and
Chemical Bank, as  Administrative  Agent and as Collateral Agent for the Lenders
(the  "Collateral  Agent') which provides for a revolving  credit  facility (the
"Credit Facility").

         This Bond shall bear interest of 0% per annum; provided,  however, that
in the event that an Event of Default  (as defined in the Credit  Agreement  and
hereinafter  defined as a "Credit Agreement Default") shall have occurred and be
continuing or shall have resulted in an exercise of remedies pursuant to Section
VII of the Credit  Agreement,  this Bond shall bear interest at a rate per annum
equal to the prime  rate of  Chemical  Bank in  effect  from day to day plus two
percent,  from the date ("Interest  Accrual Date"), of any such Credit Agreement
Default until (i) the date as of which the Collateral  Agent shall have informed
the Company that the Credit  Agreement  Default has been cured (the "Cure Date")
or, (ii) in the event that the Collateral  Agent or any successor agent shall no
longer be the  registered  owner of this Bond,  the Maturity Date and thereafter
until the principal  amount of this Bond has been paid in full.  Interest due on
this Bond shall be payable  on the 15th day of May and 15th day of  November  of
each year  commencing on the first  interest  payment date following an Interest
Accrual  Date  and  continuing  through  the  Cure  Date or  Maturity  Date,  as
applicable.

         The  obligation  of the Company to make  payments  with  respect to the
principal of and interest on the Bonds of Series V shall be,  provided  that the
Collateral Agent or any successor Collateral Agent shall be the registered owner
of the Bonds of Series V, fully  satisfied and discharged to the extent that, at
any time that any such payment  shall be due, the Company  shall have paid fully
the then due  principal  of and  interest  on the Loans and no Credit  Agreement
Default exists. Provided,  however, to the fullest extent possible to secure the
principal  and  interest  outstanding  on  the  amount  of the  Credit  Facility
available from time to time under the Credit Agreement,  the principal amount of
the  Bonds of  Series V and  interest  thereon  accruing  from time to time will
remain outstanding to secure future advances under the Credit Agreement.

         The Trustee may  conclusively  presume that no payments with respect to
the  principal  of or interest on the Bonds of Series V are due unless and until
the Trustee shall have received a written  certificate from the Collateral Agent
or successor  agent signed by an authorized  officer of the Collateral  Agent or
such successor agent,  certifying that a Credit  Agreement  Default has occurred
and is  continuing  and  specifying  the  Interest  Accrual  Date and such other
matters,  if any, as shall be  pertinent  to the payment of  principal of and/or
interest on the Bonds of Series V.  Thereafter,  the  Trustee  may  conclusively
presume that  principal  and interest  payments on the Bonds of Series V are due
and payable in accordance  with the terms of the Indenture  unless and until the
Trustee  shall have  received a  certificate,  certifying  the date on which the
Credit Agreement Default shall have been cured and that payments with respect to
principal  of and  interest  on the  Bonds  of  Series V are no  longer  due and
payable.  The Trustee may rely and shall be fully  protected  in acting upon any
such certificate and shall have no duty with respect to the matters specified in
any such  certificate  other than to make it  available  for  inspection  by the
Company.

         Upon the satisfaction of the conditions  precedent contained in Section
9.17 of the Credit Agreement,  this Bond shall be surrendered to the Company and
the Company's  obligations  hereunder shall be discharged and deemed  satisfied;
provided,  however, that in the event that the Collateral Agent or any successor
Collateral  Agent  shall no longer be the  registered  owner of this Bond,  this
paragraph shall thereafter be of no force or effect.

         The principal hereof and interest hereon shall be payable, in such coin
or currency of the United  States of America as at the time of payment  shall be
legal  tender for the  payment of public and  private  debts,  at the  principal
office of the Trustee under the Indenture mentioned on the reverse hereof.

         This Bond shall not become or be valid or  obligatory  for any  purpose
until the  certificate  of  authentication  hereon shall have been signed by the
Trustee.

         The  provisions  of this Bond are  continued on the reverse  hereof and
such continued  provisions shall for all purposes have the same effect as though
fully set forth at this place.

         IN WITNESS WHEREOF, TEXAS-NEW MEXICO POWER COMPANY has caused this Bond
to be executed in its corporate name by the manual or facsimile signature of its
President or one of its Vice  Presidents  and its corporate seal to be impressed
or  imprinted  hereon,  attested  by the manual or  facsimile  signature  of its
Secretary or one of its Assistant Secretaries, and this Bond to be dated

                                                TEXAS-NEW MEXICO POWER COMPANY,



                                                By:\s\ Kevern R. Joyce
                                                              President


Attest:


         Secretary

(Seal)

                      [FORM OF REVERSE OF BOND OF SERIES V]

         This Bond is one of an  authorized  issue of Bonds of the Company known
as its "First Mortgage Bonds," limited as provided in the Indenture  hereinafter
mentioned,  issued and to be issued in one or more series under, and all equally
and ratably secured (except as any sinking, amortization,  improvement, renewal,
replacement or other analogous fund established under the Indenture  hereinafter
mentioned,  may  afford  additional  security  for the  Bonds of any  particular
series) by an  Indenture  of Mortgage  and Deed of Trust dated as of November 1,
1944,  executed to City National Bank and Trust Company of Chicago,  as to which
Continental  Illinois  National Bank and Trust  Company of Chicago  (which later
changed its name to Continental Bank, National Association,  then to Continental
Bank, a banking  corporation  organized under the laws of Illinois,  and then to
Bank of America  Illinois,  a banking  corporation  organized  under the laws of
Illinois),  was successor by merger, as Trustee, as supplemented by twenty-three
supplemental   indentures   thereto,   including  the  Thirteenth,   Fourteenth,
Fifteenth,   Sixteenth,   Seventeenth,    Eighteenth,   Nineteenth,   Twentieth,
Twenty-First,  Twenty-Second and Twenty-Third Supplemental Indentures which also
modified the Original  Indenture and the  Twenty-Fourth  Supplemental  Indenture
dated as of November 3, 1995 (said  Indenture of Mortgage and Deed of Trust,  as
so supplemented  and modified,  being herein called the  "Indenture"),  to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description  of the properties  mortgaged and pledged,  the nature and extent of
the security, the rights of the holders of the Bonds and the appurtenant coupons
and of the Trustee and of the Company in respect of such security, and the terms
and conditions upon which the Bonds are and are to be secured.

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the consent of the holders of not less than seventy-five per cent
in principal amount of the Bonds  (exclusive of Bonds  disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of Bonds  shall be at the time  outstanding,  not less than sixty per
cent in  principal  amount of each  series  affected,  to  execute  supplemental
indentures amending the Indenture;  provided, however, that no such supplemental
indenture  shall  extend the fixed  maturity  of this Bond or reduce the rate or
extend  the time of  payment  of  interest  hereon or reduce  the  amount of the
principal hereof or reduce any premium payable on the redemption hereof, without
the consent of the holder hereof.

         As provided in the  Indenture,  the Bonds are  issuable in series which
may vary as in the Indenture provided or permitted. This Bond is one of a series
entitled  "First  Mortgage Bonds,  Series V, due 2000"  (hereinafter  called the
"Bonds of Series V").

         Bonds of this  series  may,  upon  surrender  thereof at the  principal
office of the Trustee,  be exchanged  for several Bonds of the same series for a
like aggregate principal amount in authorized  denominations;  and several Bonds
of this series, registered in the same name, may, upon surrender thereof at said
principal  office of the Trustee,  be exchanged  for one Bond of the same series
for a like aggregate principal amount in an authorized  denomination.  This Bond
may be transferred  at any time  following the occurrence of a Credit  Agreement
Default,  at said principal office of the Trustee by surrendering  this Bond for
cancellation,  accompanied by a written instrument of transfer, in form approved
by the Company,  duly executed by the registered  owner hereof or by an attorney
duly authorized in writing,  and thereupon the Company shall execute in the name
of the  transferee  or  transferees,  and the  Trustee  shall  authenticate  and
deliver, in exchange therefor a new Bond of the same series for a like aggregate
principal  amount in authorized  denominations.  No charge shall be made for any
exchange  of Bonds of this  series  for  other  Bonds  of  different  authorized
denominations  or for any transfer of this Bond,  except that the Company at its
option may require the payment of a sum sufficient to reimburse it for any stamp
tax or other governmental charge incidental thereto.

         The Company and the Trustee may deem and treat the person in whose name
this Bond shall be  registered  as the absolute  owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,  whether or not
this Bond shall be overdue;  and all such payments  shall be valid and effectual
to satisfy and discharge  the liability  upon this Bond to the extent of the sum
or sums so paid.

         If either an event of default as defined in the  Indenture  or a Credit
Agreement  Default  shall occur,  the principal of all the Bonds of Series V may
become or be declared due and payable upon the  conditions and in the manner and
with the effect in the Indenture and Credit Agreement provided.

         The Bonds of Series V are  subject to  redemption  at any time prior to
their maturity, as a whole or from time to time in part, after the date on which
the  Collateral  Agent or any successor  agent shall no longer be the registered
owner of this Bond, at the option of the Company and in the  instances  provided
in the Indenture with the proceeds of property subject to the lien thereof, upon
payment  of the  principal  amount  thereof  together  in any case with  accrued
interest to the redemption date; upon notice given by first class mail,  postage
prepaid, as provided in the Twenty-Fourth  Supplemental Indenture to the holders
of record of each Bond  affected  not less than  thirty days nor more than sixty
days  prior to the  redemption  date and  subject  to all other  conditions  and
provisions of the Indenture.

         If this Bond or any portion hereof (One Thousand  Dollars or a multiple
thereof)  be called for  redemption  and  payment be duly  provided  therefor as
specified in the Indenture,  interest shall cease to accrue on this Bond or such
portion hereof on the date fixed for such redemption.

         Upon any partial  redemption of this Bond, this Bond may, at the option
of the registered  owner, be either (i) surrendered at said principal  office of
the Trustee in  exchange  for one or more new Bonds of the same series (but only
in authorized denominations), for the principal amount of the unredeemed portion
of this Bond,  or (ii)  submitted  at said  principal  office of the Trustee for
notation hereon of the payment of the portion of the principal  hereof so called
for redemption.

         The Twenty-Fourth  Supplemental Indenture provides that in the event of
any default in payment of the interest due on any interest  payment  date,  such
interest  shall not be payable to the holder of the bond on the original  record
date but shall be paid to the  registered  holder of such bond on the subsequent
record date established for payment of such defaulted interest.

         No  recourse  shall be had for the payment of the  principal  of or the
interest  on this Bond or for any claim  based  hereon or  otherwise  in respect
hereof or based on or in respect of the  Indenture,  against  any  incorporator,
stockholder,  officer or  director,  as such,  past,  present or future,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution,  statute or rule of law or by the enforcement of any assessment or
penalty, or otherwise,  all such liability being by the acceptance hereof and as
part of the consideration for the issue hereof expressly waived and released, as
provided in the  Indenture;  provided,  however,  that nothing  herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement of
the liability,  if any, of any  shareholder or any  stockholder or subscriber to
capital stock upon or in respect of shares of capital stock not fully paid.

                                   ARTICLE TWO

                   REDEMPTION PROVISIONS FOR BONDS OF SERIES V

         SECTION  2.01 The Bonds of Series V shall be subject to  redemption  at
any time  prior to  maturity,  as a whole or from time to time in part after the
date on which the Collateral Agent or any successor agent shall no longer be the
registered  owner of the Bonds of  Series  V,  together  with  interest  accrued
thereon  to the  redemption  date,  upon no less  than 30 days' nor more than 60
days'  notice  given in the manner  provided in Article  Eleven of the  Original
Indenture. The place where Bonds of Series V shall be surrendered for payment of
the  redemption  price  shall be the  place at which  the  Bonds of Series V are
payable by their terms.


                                 ARTICLE THREE.

                           AMOUNT OF BONDS OUTSTANDING

         The aggregate  principal amount of Bonds of the Company outstanding and
presently to be issued and  outstanding  under the provisions of, and secured by
the Indenture, will be $330,600,000 consisting of $9,600,000 principal amount of
First  Mortgage  Bonds,  Series  L, 10 1//2% due 2000,  due March 1,  2000,  now
outstanding;  $8,200,000  principal  amount of First Mortgage  Bonds,  Series M,
8.70% due 2006, due September 1, 2006, now  outstanding;  $62,400,000  principal
amount of First  Mortgage  Bonds,  Series R, 10% due 2017, due July 1, 2017, now
outstanding;  $19,600,000  principal amount of First Mortgage Bonds, Series S, 9
5/8% due 2019, due July 1, 2019, now outstanding;  $100,800,000 principal amount
of First Mortgage  Bonds,  Series T, 11 1/4% due 1997, due January 15, 1997, now
outstanding;  $100,000,000 principal amount of First Mortgage Bonds, Series U, 9
1/4% due 2000, due September 15, 2000, and $30,000,000 principal amount of First
Mortgage Bonds,  Series V, due 2000, due November 3, 2000, to be issued pursuant
to Article Four of the Original  Indenture  upon the  execution  and delivery of
this Twenty-Fourth Supplemental Indenture.

         Additional Bonds of Series M, R, S, T, U and V and of subsequent series
created  after the  execution  and delivery of this  Twenty-Fourth  Supplemental
Indenture,  may,  from time to time,  be  authenticated,  delivered  and  issued
pursuant to the terms of the Indenture.

                                  ARTICLE FOUR.

                         ADDITIONAL COVENANTS OF COMPANY

         The Company  covenants and agrees with the Trustee,  for the benefit of
the  Trustee  and all the  present  and  future  holders of the Bonds and of the
coupons,  that the Company  will pay the  principal  of,  premium,  if any,  and
interest on all Bonds  issued or to be issued and secured by the  Indenture,  as
well as all Bonds which may be  hereafter  issued in  exchange  or  substitution
therefor,  and  will  perform  and  fulfill  all of  the  terms,  covenants  and
conditions of the Original Indenture, with respect to the additional Bonds to be
issued under the Indenture.

                                  ARTICLE FIVE.

                                  MISCELLANEOUS

         This  instrument  is executed  and shall be  construed  as an indenture
supplemental to the Original Indenture as heretofore supplemented and shall form
a part thereof, and the Original Indenture as heretofore  supplemented is hereby
confirmed.

         The recitals in this Twenty-Fourth  Supplemental  Indenture are made by
the Company only and not by the Trustee;  and all of the provisions contained in
the Original Indenture in respect of the rights, privileges,  immunities, powers
and duties of the Trustee  shall be  applicable  in respect  hereof as fully and
with like effect as if set forth herein in full.

         Although  this  Twenty-Fourth   Supplemental  Indenture  is  dated  for
convenience  and for the purpose of reference as of November 3, 1995, the actual
date or dates  of  execution  thereof  by the  Company  and the  Trustee  are as
indicated by their respective acknowledgments hereto annexed.

         In order to facilitate  the  recording or filing of this  Twenty-Fourth
Supplemental  Indenture,  the same may be  simultaneously  executed  in  several
counterparts,  each of  which  shall  be  deemed  to be an  original,  and  such
counterparts shall together constitute but one and the same instrument.

                                   ARTICLE SIX

                                      FIRST

                          Electric Transmission Systems

         All  electric  transmission  lines  acquired by the  Company  since the
execution and delivery of the Twenty-Third  Supplemental Indenture,  dated as of
September 15, 1993, to the Original  Indenture,  including  towers,  poles, pole
lines,  wires, switch racks,  switchboards,  insulators and other appliances and
equipment and all other property  forming a part thereof or pertaining  thereto,
and all service lines  extending  therefrom;  together  with all real  property,
rights of way,  easements,  permits,  privileges,  franchises and rights over or
relating to the construction,  maintenance or operation thereof,  through, over,
under, or upon any private  property or in the public streets or highways within
as well as without the corporate limits of any municipal  corporation  including
without limitation, those situate as follows:

         A.       State of New Mexico

                  1.       Grant County
                           (a)      Install  a 69 KV,  gang  operated  air break
                                    switch on the Bullfrog Substation tap off of
                                    the MD#1 to Cobre Mine 69 KV line.
                           (b)      Install a 69 KV metering  position for Cobre
                                    Mine.  This includes  CT's,  PT's,  metering
                                    equipment,   cabinet,   and  wood   platform
                                    structure.
                           (c)      Purchase and install transfer trip scheme 
                                    equipment  in  the  Turquoise Substation.

                  2.       Hidalgo County
                           (a)      Purchase  and  install a second  345-115  KV
                                    auto-transformer  at the Hidalgo Substation.
                                    This  includes  the  transformer  pad  and a
                                    short  section  of  115 KV  bus  inside  the
                                    substation.
                           (b)      Purchase and install transfer trip scheme
                                    equipment in the Hidalgo Substation.

B.       State of Texas

                  1.       Bosque County
                           (a)      Install  concrete  overhead guy pole for new
                                    69 KV single pole  transmission  line out of
                                    Clifton #2 69/22 KV Substation.
                           (b)      Change out a 75' pole on 69 KV line from 
                                    Clifton to Meridian.
                           (c)      Replace 10 poles in the 69 KV line from 
                                    Walnut Springs to Clifton.

                  2.       Clay County
                                    Install air flow spoilers on 16 spans of 69
                                    KV line.

                  3.       Clifton
                                    Construct 2822' 69 KV single pole
                                    transmission  line -  Clifton  #2 69/22 KV
                                    Substation.

                  4.       Fannin County
                                    Install  69  KV  air  switch  and  pole  for
                                    Trenton transmission line.

                  5.       La Marque
                                    Replace static wire on 3 lines.

                  6.       Lewisville
                           (a)      Purchase and install three concrete poles
                                    between Highlands and West Stations.
                           (b)      Purchase 138 KV easement from E Systems from
                                    Lakepointe to FM 3040.
                           (c)      Purchase transmission easement from E 
                                    Systems for 138 KV line.
                           (d)      Design, survey, and plan 138 KV transmission
                                    line, Lakepointe and TI.
                           (e)      Purchase  material and construct 138 KV  
                                    transmission  line,  Lakepointe and TI
                                    Substation.

                  7.       Pecos County
                                    Purchase   and  install   arresters  on  the
                                    Sanderson 69 KV line.  Replace 69 KV tangent
                                    structures;  replace crossarm  assemblies on
                                    existing   single   pole   69   KV   tangent
                                    structures;  replace  bolted type jumpers at
                                    six-two   pole   69   KV   double    deadend
                                    structures;  replace 69 KV switch  structure
                                    with a single pole 69 KV tangent structure.

                  8.       Reeves County
                                    Purchase  and  install  a  138  KV  airbreak
                                    switch at the Worsham Field Station.

                  9.       Terrell County
                                    Replace  69 KV tangent  structures.  Replace
                                    crossarm   assemblies   on  69  KV   tangent
                                    structures;  purchase and install  arresters
                                    at selected locations.

                  10.      Texas City
                                    (a)     Purchase right-of-way 138-4A, 4B, 
                                            138-19 line.
                                    (b)     Replace static wire on 4 lines.
                                    (c)     Replace static wire -- line 69G.
                                    (d)     Build with  metering and  equipment,
                                            interconnect  UCC Cogen to Apache
                                            Substation.

                  11.      West Columbia
                   Purchase and install Digital Fault Record.

                                     SECOND

                                   Substations

         All the substations and the switching  stations acquired by the Company
since the execution  and delivery of the  Twenty-Third  Supplemental  Indenture,
dated as of September  15, 1993,  to the Original  Indenture  for  transforming,
distributing  or  otherwise  regulating  electric  current at any of its plants,
together  with  all  buildings,  transformers,  wires,  insulators,  appliances,
equipment  and all  other  property,  real  or  personal,  forming  a part of or
pertaining  to or used,  occupied  or  enjoyed  in  connection  with any of such
substations and switching stations,  including without limitation, those situate
as follows:

         A.       State of New Mexico

                  Silver City
                           Purchase   and   install  bus   differential   relays
                           (Westinghouse type KAB) for a differential protection
                           scheme on the Silver City 69-12 KV Substation bus.
         B.       State of Texas

                  1.       Bosque County
                           (a)      Install  conduit and wiring from TU fence to
                                    control  house  in  Walnut   Springs  66  KV
                                    Station.
                           (b)      Build circuit getaway from OCR 22-820 out of
                                    Handley Substation.
                           (c)      Purchase  necessary  equipment  and convert 
                                    RV  recloser  to remote  control at
                                    Walnut Springs Substation.

                  2.       Clifton
                                    Replace  3750 KVA  66/22 KV  transformer  in
                                    Clifton #2 66/22 KV Substation.


                  3.       Collin County
                                    Purchase  and  install  SCADA RTU for Climax
                                    Substation.

                  4.       Coryell County
                                    Install   1108'  of  pasture   fence  around
                                    Coryell County Switching Station Site.

                  5.       Denton County
                                    Purchase  and install  3750 KVA  transformer
                                    and fuses at Pilot Point Substation.

                  6.       Erath County
                                    Purchase and install new recording voltmeter
                                    in Thurber 66/22/12.5 KV Substation.

                  7.       Franklin County
                                    Purchase  and  install  SCADA  RTU for Talco
                                    West Substation.

                  8.       Gatesville
                                    (a)     Purchase and install replacement
                                            transformer cooling  fan  in
                                            Gatesville #1 66/4 KV Substation.
                                    (b)     Purchase and install 69 KV 600A gas
                                            circuit  breaker in Coryell  County
                                            66 KV Station.
                                    (c)     Install three-300 KVAR Capacitor
                                            banks in TDC -  Hilltop  22/4 KV
                                            Substation.
                                    (d)     Purchase   necessary   equipment  to
                                            install  new  conduit   system  from
                                            control  house to 69 KV  breaker  in
                                            Coryell County Substation.

                  9.       Glen Rose
                                    Purchase and install replacement transformer
                                    cooling fan in Glen Rose 66/4 KV Substation.

                  10.      Hamilton
                                    Purchase  and  install   three   transformer
                                    cooling  fans  for  Hamilton  City  66/22 KV
                                    Station.

                  11.      Hamilton County
                                    (a)     Install  two down guys on 69 KV line
                                            between  the  Hamilton  Co  66/22 KV
                                            Station to Hamilton City #1 66/22 KV
                                            Station.
                                    (b)     Purchase  and install WVE  recloser,
                                            recloser   bypass   switches,    and
                                            necessary  equipment to construct an
                                            additional  circuit  out of Hamilton
                                            County Substation.
                                    (c)     Purchase  and  install   equipment  
                                            to  convert  two  OCR's  to  remote
                                            controlled in Hamilton County 
                                            Substation.
                                    (d)     Construct   circuit   getaway  for  
                                            OCR  24-015  for  Hamilton   County
                                            Substation.

                  12.      Hill County
                                    (a)     Purchase and install two type WVE 
                                            OCR's in Hill County Substation.
                                    (b)     Install  mini-RTU,  wiring  and 
                                            phone line for  supervisory  control
                                            in Hill County Substation.
                                    (c)     Purchase and install  steel fuse and
                                            arresters support  structure,  three
                                            SMD-2B fuses and three  arresters in
                                            Hill County Substation.

                  13.      Lamar County
                                    (a)     Purchase and install SCADA RTU for 
                                            Deport Substation.
                                    (b)     Install CCW/CCVAR meter at Minter 
                                            Substation.

                  14.      League City
                                    (a)     Finish building South Shore 
                                            substation.
                                    (b)     Purchased  and  installed  equipment
                                            -- 138/12.5  South Shore  Harbour
                                            purchased and installed 2nd 
                                            transformer.
                                    (c)     Upgrade Dispatch Center.

                  15.      Leonard
                                    Install   metering  on   existing   portable
                                    substation transformer.

                  16.      Lewisville
                                    (a)     Purchase  and  install  25/33/42/47 
                                            MVA  138-7.5 KV  transformer  with
                                            arresters for Lewisville West 
                                            Station.
                                    (b)     Install  25/37/42 MVA 138-7.5 KV  
                                            transformer in north position at TI
                                            Station.
                                    (c)     Purchase four 138 KV SF6 circuit 
                                            breakers for TI Substation.
                                    (d)     Purchase new remote interrogation 
                                            unit for SCADA operations.
                                    (e)     Purchase and install 2 SCADA RTU's 
                                            for TU Flower Mound POD's.
                                    (f)     Purchase and install  25/33/42 MVA  
                                            transformer  and  arresters at West
                                            Station.
                                    (g)     Purchase  and  install  12.5  KV  
                                            200A, 41 switches, and bus in West
                                            Station.
                                    (h)     Purchase and install two reverse 
                                            power relays for TI Substation.
                                    (i)     Replace failed PT at Lakepointe 
                                            Substation.
                                    (j)     Construct transformer foundation for
                                            spare  transformer  at  West
                                            Substation.
                                    (k)     Purchase 25/37/42 MVA power trans-
                                            former for TI Substation backup.
                                    (l)     Purchase and install relay panels 
                                            and gas breaker at TI Substation.
                                    (m)     Purchase and install relay panel at
                                            Lakepointe Substation.

                  17.      Montague County
                                    Repair transmission line hit by tornado.

                  18.      Pecos County
                                    (a)     Install RV Recloser in the Belding
                                            Substation.
                                    (b)     Install 7500 KVA 3 phase transformer
                                            at Airport Substation.

                  19.      Pecos
                                    (a)     Purchase  and install SPS 69 KV 1200
                                            AMP SF6 circuit  breaker;  install 3
                                            each 69 KV  arresters  at Pecos Main
                                            Substation.
                                    (b)     Purchase oil circuit  recloser  type
                                            KWE-7, 14.4 KV 560a, 10 KA type ME4C
                                            electronic   control,  a  substation
                                            mounting    frame   and   additional
                                            miscellaneous  accessories  for  the
                                            Pecos Main Substation.
                                    (c)     Rewind,  transportation  and handing
                                            costs  of  Allis-Chalmers  7500  KVA
                                            66/12.5  KV  substation  transformer
                                            for Airport Substation.

                  20.      Red River County
                                    Purchase and install SCADA RTU for Red River
                                    Substation.

                  21.      Reeves County
                                    (a)     Purchase   and   install  a  138  KV
                                            airbreak switch on the Pecos side of
                                            the  IH20 to  Wickett  69 KV line at
                                            the Worsham Field Substation.
                                    (b)     Purchase oil circuit recloser,  type
                                            KWE 7, 14.4 KV, 465A 10KA, with type
                                            ME4C  electronic  control.  Purchase
                                            oil  circuit   recloser   substation
                                            mounting    frame   and   additional
                                            miscellaneous   accessories  at  the
                                            Worsham Field Substation.

                  22.      Trenton
                                    Replace bank at Trenton  Substation  with 
                                    3750 KVA 69 KV  transformer  and 4 KV
                                    regulators from Farmersville Station.

                  23.      Whitney
                                    (a)  Install  three  100 amp  voltage  
                                         regulators  in the  Whitney  66/22 KV
                                          Substation.
                                    (b)  Purchase and install WVE recloser for 
                                         Whitney 66/22 KV Substation.

                  24.      Ward County
                                    Purchase  oil circuit  recloser,  substation
                                    mounting frame and additional  miscellaneous
                                    accessories.   Purchase   and   install  oil
                                    circuit recloser at Cochise Substation.

                  25.      Young County
                                    (a)     Purchase  and  install  transformer
                                            cooling  fan in Olney  69/12.5  KV
                                            Substation.
                                    (b)     Purchase and install ABB reclosing
                                            relay  on OCR  #1431  at  Olney
                                            Station.

                                      THIRD

                                   Franchises

         All and singular,  the corporate,  federal,  state, municipal and other
franchises,  permits, consents,  licenses,  grants, immunities,  privileges, and
rights  acquired  by  the  Company  since  the  execution  and  delivery  of the
Twenty-Third  Supplemental  Indenture  dated as of September  15,  1993,  to the
Original  Indenture,   and  now  held  by  the  Company  for  the  construction,
maintenance,  and  operation  of  electric  light,  heat,  and power  plants and
systems; for the construction,  maintenance; as well as all franchises,  grants,
immunities,  privileges,  and  rights  of the  Company  used  or  useful  in the
operation  of the Trust  Estate,  including  all and  singular  the  franchises,
grants,  immunities,  privileges,  and  rights  of the  Company  granted  by the
governing  authorities of the cities and towns enumerated in the schedule below,
and by all other  municipalities  or political  subdivisions,  and all renewals,
extensions,  and  modifications  of said  franchises,  grants,  privileges,  and
rights, or any of them, including:

         A.       State of New Mexico

                  Municipality                                Expiration Date
                  Dona Ana County                             November 1, 2019

         B.       State of Texas

                  Municipality                                Expiration Date
                  Texas City                                  Extended to March
                                                               31, 1999

         IN WITNESS  WHEREOF,  TEXAS-NEW  MEXICO  POWER  COMPANY has caused this
Twenty-Fourth  Supplemental  Indenture to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto  affixed and
attested  by its  Secretary  or an  Assistant  Secretary,  and,  in token of its
acceptance  of the trust created  hereby,  Bank of America  Illinois,  a banking
corporation organized under the laws of Illinois,  has caused this Twenty-Fourth
Supplemental  Indenture  to be signed in its  corporate  name by one of its Vice
Presidents and its corporate seal to be hereunto  affixed and attested by one of
its Trust Officers, all as of the day and year first above written.

                                                 TEXAS-NEW MEXICO POWER COMPANY,



(Corporate Seal)                            By:
                                                              M. S. Cheema
                                                              Vice President


Attest:

B. Jan Adkins
Assistant Secretary



                                                     BANK OF AMERICA ILLINOIS,
                                                  banking corporation organized
                                                     under the laws of Illinois,
                                                     as Trustee
(CORPORATE SEAL)

                                                     By:
                                                              John W. Porter
                                                              Vice President

Attest:


Trust Officer



<PAGE>


STATE OF TEXAS                      SS.
                                            SS. ss.:
COUNTY OF TARRANT          SS.


         On this ____ day of November,  1995,  before me, , Notary Public in and
for the County and State  aforesaid,  personally  appeared M. S.  Cheema,  to me
personally  known,  and known to me to be the person whose name is subscribed to
the  foregoing  instrument  and known to me to be Vice  President  of  TEXAS-NEW
MEXICO POWER COMPANY, a Texas  corporation,  who being by me duly sworn, did say
that he  resides  in  Weatherford,  Texas,  that he is  Vice  President  of said
TEXAS-NEW  MEXICO POWER COMPANY and that the seal affixed to said  instrument is
the corporate seal of said corporation,  and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors; and
said M. S. Cheema  acknowledged  said  instrument to be the free act and deed of
said  corporation,  and  acknowledged to me that he executed said instrument for
the  purposes  and  consideration  therein  expressed  and  as the  act of  said
corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of November, 1995.





(NOTARIAL SEAL)






<PAGE>


STATE OF ILLINOIS                   SS.
                                            SS. ss.:
COUNTY OF COOK                      SS.


         On this ____ day of November,  1995,  before me, , Notary Public in and
for the County and State aforesaid,  personally  appeared JOHN W. PORTER,  to me
personally  known,  and known to me to be the person whose name is subscribed to
the  foregoing  instrument  and  known to me to be a Vice  President  of Bank of
America Illinois,  a banking  corporation  organized under the laws of Illinois,
who, being by me duly sworn, did say that he resides in Chicago,  Illinois; that
he is a Vice  President  of said  Bank of  America  Illinois,  and that the seal
affixed to said  instrument is the corporate  seal of said banking  corporation,
and that said instrument was signed and sealed in behalf of said  association by
authority of its Board of Directors; and said JOHN W. PORTER,  acknowledged said
instrument to be the free act and deed of said association,  and acknowledged to
me that he executed said instrument for the purposes and  consideration  therein
expressed and as the act of said association.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of November, 1995.





(NOTARIAL SEAL)





<PAGE>


STATE OF TEXAS                      SS.
                                            SS. ss.:
COUNTY OF TARRANT          SS.


         M. S. Cheema, being duly sworn, deposes and says:

         1. That he is Vice President of TEXAS-NEW MEXICO POWER COMPANY, a Texas
corporation,  one of the  corporations  described  in,  and which  executed  the
foregoing  instrument,  and is one of the officers  who  executed the  foregoing
instrument in behalf of TEXAS-NEW MEXICO POWER COMPANY.

         2. That TEXAS-NEW MEXICO POWER COMPANY,  one of the corporations  which
executed the aforementioned  instrument,  is a corporation engaged in the States
of Texas and New Mexico in the generation, purchase, transmission,  distribution
and sale of  electricity  to the  public  and,  consequently,  is a  utility  as
described in Section  35.01,  Texas  Business and Commerce  Code,  Revised Civil
Statutes of Texas.


Subscribed and sworn to before me this ____ day of November, 1995.





(NOTARIAL SEAL)







F-0050641.04