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                                                                     EXHIBIT 4.6

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

         THIS FIRST AMENDMENT to the First Restated and Amended Public
Servcie Company of New Mexico Executive Savings Plan (the "Plan") is made by
the Public Service Company of New Mexico (the "Company"), effective January
1, 2002.

         WHEREAS, the Company adopted the Plan as of July 1, 1998 to allow
certain key employees to receive retirement savings contributions in excess
of the limits imposed on qualified retirement plans;

         WHEREAS, the Plan was amended and restated November 16, 2001;

         WHEREAS, Public Service Company of New Mexico reserves the right to
amend the Plan pursuant to Section 7.1 of the Plan; and

         WHEREAS, Public Service Company of New Mexico now desires to amend
the Plan to: (i) increase the group of eligible participants; and (ii) expand
distributions options.

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

1.       Article I of the Plan is hereby amended by the addition of a new
         Section 1.8A, to be placed immediately after Section 1.8, to read as
         follows:

                           1.8A "Distribution Election Form" means the election
                  form by which a Participant elects the manner in which his
                  accounts shall be distributed pursuant to Section 5.2(b).

2.       Section 2.2 of the Plan is hereby amended in its entirety to read as
         follows:

                  2.2 SELECTION OF PARTICIPANTS. Any employees of the Company or
                  an adopting affiliate who are Participants in the Plan on the
                  date of adoption of this amended and restated Plan document
                  will continue as such, subject to the provisions of Section
                  2.3. Effective January 1, 2002 (or such later date as may be
                  established by the Plan Administrator), any employee who is
                  classified as an "officer" of the Company or an adopting
                  affiliate, shall be a Participant. For this purpose, an
                  "officer" is someone who occupies the position of Vice
                  President or higher. The Plan Administrator, in the exercise
                  of its discretion, and with the concurrence of the Company
                  and/or its Board of Directors, may select as Participants any
                  other employees of the Company or an adopting affiliate who
                  the Plan Administrator concludes, in the exercise of its
                  discretion, are properly included in the top hat group. As
                  noted in Section 2.1, this Plan is intended to provide
                  benefits only to members of the top hat group. The Company has
                  determined that all of the current officers are properly
                  includible in the top hat group.

3.       Article II of the Plan is hereby amended by renumbering the existing
         Section 2.3 as Section 2.4 and inserting a new Section 2.3 to read as
         follows:

                  2.3 DISCONTINUANCE OF PARTICIPATION. As a general rule, once
                  an individual is a Participant, he will continue as such for
                  all future Plan Years until his retirement or other
                  termination of employment. The Plan Administrator shall
                  discontinue an individual's participation in the Plan if the
                  Plan Administrator concludes, in the exercise of its
                  discretion, that the individual is no longer properly included
                  in the top hat group. If an individual's participation is
                  discontinued, the individual will no longer be eligible to

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                  make deferrals or receive credits under this Plan. The
                  individual will not be entitled to receive a distribution,
                  however, until the termination of his employment, unless the
                  Plan Administrator, in the exercise of its discretion, directs
                  that a distribution be made as of an earlier date, in which
                  case the individual's accounts shall be distributed on the
                  same basis as if the individual's employment had been
                  terminated. The Participant's accounts will continue to be
                  adjusted to reflect hypothetical investment earnings or losses
                  in accordance with Section 4.1 until the accounts are
                  distributed.

4.       Section 3.2(a) of the Plan is hereby amended in its entirety to read as
         follows:

                           (a) AMOUNT. Any Participant may elect to defer,
                  pursuant to a Supplemental Deferral Agreement, the receipt of
                  all or any portion (designated in whole percentages) of the
                  Compensation otherwise payable to him or her by the Company or
                  an adopting affiliate in any Plan Year. The Participant's
                  Supplemental Deferrals will begin only after the Participant
                  has made the maximum pre-tax contributions to the MESP that
                  are permitted under Section 402(g) of the Code or pursuant to
                  the terms of the MESP document.
                  The amount deferred pursuant to this paragraph (a) shall be
                  allocated to the Supplemental Deferral Account maintained for
                  the Participant for such Plan Year.

5.       Section 3.2(b) of the Plan is hereby amended in its entirety to read as
         follows:

                           (b) TIMING OF ELECTIONS. As a general rule, the
                  Supplemental Deferral Agreement shall be signed by the
                  Participant and delivered to the Benefits Department prior to
                  January 1 of the Plan Year in which the Compensation to be
                  deferred is otherwise payable to the Participant. The
                  Supplemental Deferral Agreement will indicate whether it is to
                  be effective for a single Plan Year or will remain in effect
                  until properly changed by the Participant. For the Plan Year
                  in which a Participant first becomes eligible to participate
                  in the Plan, the Participant may elect to make Supplemental
                  Deferrals from Compensation otherwise payable in the future
                  during the then current Plan Year by signing and delivering a
                  Supplemental Deferral Agreement within thirty (30) days after
                  the date on which he or she is notified by the Benefits
                  Department that he or she is eligible to participate. Any
                  election made by a Participant shall be irrevocable with
                  respect to the Plan Year covered by the election. A
                  Participant may, however, revoke the election for any later
                  Plan Year by delivering to the Benefits Department a written
                  instrument prior to the beginning of the Plan Year for which
                  such revocation is to be effective.

6.       Section 3.3(a) of the Plan is hereby amended in its entirety to read as
         follows:

                           (a) SUPPLEMENTAL MATCHING CREDIT. Participants are
                  not permitted to make deferrals pursuant to Section 3.2(a)
                  until they have made the maximum pre-tax contributions to the
                  MESP that are permitted under Section 402(g) of the Code or
                  the terms of the MESP. This Plan is intended to put
                  participants in the same position that they would have been in
                  but for these limits on pre-tax contributions. Accordingly,
                  the Supplemental Matching Credit shall be in an amount equal
                  to the "lost MESP Matching Contribution." The "lost MESP
                  Matching Contribution" is the MESP Matching Contribution that
                  would have been due under the MESP if the deferrals under
                  Section 3.2 for the Plan Year could have been contributed,
                  instead, to the MESP. Supplemental Matching Credits are
                  subject, however, to the MESP's limits on the maximum matching
                  contribution for which Participants are eligible (currently,
                  6% of Compensation).

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7.       Section 5.2 of the Plan is hereby amended in its entirety to read as
         follows:

                  5.2      FORM OF DISTRIBUTION.

                           (a) COMPANY STOCK FUND. Subject to Sections 5.2(c)
                  and 5.4, the portion of a Participant's accounts that is
                  allocated to the Company Stock Fund shall be distributed in a
                  single lump sum payment in whole shares of Company Stock (with
                  fractional shares paid for in cash) unless the Participant
                  elects to receive a cash distribution. The election to receive
                  cash or Company Stock shall be made at the time and in the
                  manner provided in the form prescribed by the Benefits
                  Department from time to time for that purpose. Any election
                  made by a Participant pursuant to this Section with respect to
                  a distribution from the Company Stock Fund shall be subject to
                  all applicable securities law requirements, including but not
                  limited to, Rule 16b-3. Any election that may not be
                  implemented due to the lack of any available exemption shall
                  be void. The Benefits Department may then make the
                  distribution in any fashion that will not result in a
                  violation of any applicable securities law requirements. The
                  Benefits Department also may delay the distribution if
                  necessary. An exemption to the securities law requirements
                  that is only available with the prior approval of the Board,
                  the shareholders, or some other individual or individuals,
                  shall not be considered to be available unless such approval
                  is actually granted in a timely manner.

                           (b) NON-COMPANY STOCK INVESTMENT FUNDS. Subject to
                  Section 5.2(c), the portion of a Participant's accounts that
                  is not allocated to the Company Stock Fund shall be
                  distributed in cash in a single lump sum payment,
                  installments, or in the form of an annuity. Installments and
                  annuity distributions shall be subject to such uniform rules
                  and procedures as may be adopted by the Plan Administrator
                  from time to time. The method of payment shall be selected by
                  the Participant in the initial Distribution Election Form
                  (which may be contained in a Supplemental Deferral Agreement)
                  submitted by the Participant to the Benefits Department on
                  entry into the Plan or following the adoption of this amended
                  and restated Plan, whichever is later. A Participant may
                  change his distribution election by filing a new Distribution
                  Election Form with the Benefits Department. A revised
                  Distribution Election Form will be honored only if at least
                  one year elapses between (1) the date on which such new
                  Distribution Election Form is filed with the Benefits
                  Department and (2) the date on which the Participant
                  terminates employment with the Company. If a revised
                  Distribution Election Form is not honored because it was not
                  timely filed, distributions shall be made pursuant to the most
                  recent Distribution Election Form filed by the Participant at
                  least one year prior to the Participant's termination. If no
                  valid Distribution Election Form exists (or if the only valid
                  form was filed within the one year period described above),
                  the Participant's accounts will be distributed in a single
                  lump sum.

                           (c) LIMITATIONS ON DISTRIBUTIONS AND INTRA-FUND
                  TRANSFERS. Amounts transferred pursuant to Section 4.2(c) to
                  or from the Company Stock Fund shall, for a one-year period,
                  continue to be subject to the distribution elections
                  applicable to such amounts (as adjusted for earnings or
                  losses) pursuant to Sections 5.2(a) and (b) as if no transfer
                  had taken place. For example, if a Participant transfers
                  $25,000 to the Company Stock Fund from other Investment Funds
                  on January 1, 2002, then that transferred $25,000, as adjusted
                  for subsequent earnings or losses, shall continue to be
                  distributable in cash pursuant to the distribution method
                  elected pursuant to Section 5.2(b) until January 1, 2003. If
                  the Participant had transferred $25,000 from the Company Stock
                  Fund into the other Investment Funds, then the transferred
                  amount, as adjusted for subsequent earnings or losses, would
                  be distributable in cash in the form of a lump sum pursuant to
                  Section 5.2(a) until January 1, 2003. Only amounts actually
                  invested in the Company Stock Fund, for the requisite one-year
                  period, however, shall be distributable in Company Stock.

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8.       Section 5.6 is hereby amended and restated in its entirety to read as
         follows:

                  5.6 ACCELERATED WITHDRAWALS. A Participant who is a current
                  employee may elect to receive an accelerated withdrawal of the
                  entire portion of his accounts that is subject to accelerated
                  withdrawal pursuant to Section 5.6(a) by filing a written
                  election with the Benefits Department. Only one accelerated
                  withdrawal may be elected during any 12-month period.
                  Accelerated withdrawals of amounts allocated to the Company
                  Stock Fund may be limited as described in paragraph (a).
                  Participants who have terminated employment, regardless of
                  whether they have elected or begun receiving installment or
                  annuity payments pursuant to Section 5.2(b), may not elect to
                  receive an accelerated withdrawal.

                           (a) AMOUNT OF WITHDRAWAL. An accelerated withdrawal
                  pursuant to this Section 5.6 shall be limited to the lesser of
                  (1) 50% of the value of the Participant's accounts, including
                  any amounts invested in the Company Stock Fund, or (2) the
                  amount that may be charged against the Participant's accounts
                  pursuant to Section 5.6(d). For purposes of determining the
                  amount to be distributed, the Participant's accounts shall be
                  valued as of the effective date of the withdrawal and shall be
                  paid as soon as reasonably possible thereafter.

                           (b) FORFEITURE. A Participant who elects an
                  accelerated withdrawal pursuant to this Section 5.6 shall
                  forfeit an amount equal to 10% of the amount withdrawn as of
                  the day on which the accelerated withdrawal is distributed to
                  the Participant.

                           (c) SUSPENSION OF PARTICIPATION. Any Participant who
                  elects to receive an accelerated withdrawal pursuant to this
                  Section 5.6 shall be suspended from making Supplemental
                  Deferrals or receiving Supplemental Matching or Employer
                  Credits for 12 months from the date that the accelerated
                  withdrawal is paid to the Participant. Upon expiration of the
                  12-month suspension period, the Participant shall be permitted
                  to execute a new Supplemental Deferral Agreement pursuant to
                  Section 3.2(b) and to begin making Supplemental Deferrals as
                  of the first day of the first payroll period in any subsequent
                  Plan Year.

                           (d) ALLOCATION OF AMOUNT WITHDRAWN AND FORFEITURE.
                  The amount withdrawn and any forfeiture will be charged to the
                  Participant's accounts in accordance with such procedures as
                  may be adopted from time to time by the Plan Administrator.
                  Withdrawals from the Company Stock Fund, however, shall be
                  subject to such procedures as the Company's General Counsel
                  (or his delegate) may prescribe from time to time to assure
                  compliance with Rule 16b-3 promulgated under Section 16(b) of
                  the Securities Exchange Act of 1934, as amended, and other
                  applicable securities law requirements. If the Participant is
                  unable, pursuant to the preceding sentence, to withdraw
                  amounts invested in the Company Stock Fund, then (1) no
                  portion of the withdrawal or forfeiture will be charged
                  against the amount allocated to the Company Stock Fund, and
                  (2) the withdrawal and forfeiture shall be limited to the
                  amount of the Participant's accounts that are invested in
                  Investment Funds other than the Company Stock Fund.

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

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IN WITNESS WHEREOF, Public Service Company of New Mexico has caused this First
Amendment to be effective as of the day and year first above written.

                                          PUBLIC SERVICE COMPANY OF NEW MEXICO


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