EXHIBIT 10.75



                           FIRST RESTATED AND AMENDED

                      PUBLIC SERVICE COMPANY OF NEW MEXICO

                             EXECUTIVE SAVINGS PLAN



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                                TABLE OF CONTENTS


ARTICLE I             DEFINITIONS........................................1

     1.1.     "Administration Committee" or "Committee"..................1
     1.2.     "Benefits Department"......................................1
     1.3.     "Board"....................................................1
     1.4.     "Code".....................................................1
     1.5.     "Company"..................................................1
     1.6.     "Company Stock"............................................1
     1.7.     "Company Stock Fund".......................................1
     1.8.     "Compensation".............................................1
     1.9.     "Investment Fund"..........................................2
     1.10.    "MESP".....................................................2
     1.11.    "MESP Employer Contribution"...............................2
     1.12.    "MESP Employer Contribution Account".......................2
     1.13.    "MESP Matching Contribution"...............................2
     1.14.    "Participant"..............................................2
     1.15.    "Plan".....................................................2
     1.16.    "Plan Administrator".......................................2
     1.17.    "Plan Year"................................................2
     1.18.    "Recordkeeper".............................................2
     1.19.    "Supplemental Deferral Account"............................2
     1.20.    "Supplemental Deferral Agreement"..........................2
     1.21.    "Supplemental Deferrals"...................................2
     1.22.    "Supplemental Employer Account"............................3
     1.23.    "Supplemental Employer Credits"............................3
     1.24.    "Supplemental Matching Credits"............................3
     1.25.    "Valuation Date"...........................................3

ARTICLE II            ELIGIBILITY; ADOPTION BY AFFILIATES................3

     2.1.     The Eligible Class.........................................3
     2.2.     Participants...............................................3
     2.3.     Adoption by Affiliates.....................................3

ARTICLE III           SUPPLEMENTAL DEFERRALS AND CREDITS.................3

     3.1.     Supplemental Deferral Agreement............................3
     3.2.     Supplemental Deferrals.....................................4
     3.3.     Supplemental Matching and Employer Credits.................4
     3.4.     Benefits Not Contingent....................................5

ARTICLE IV            INVESTMENT OF ACCOUNTS.............................5

     4.1.     Adjustment of Accounts.....................................5
     4.2.     Investment Direction.......................................5
     4.3.     Special Company Stock Fund Provisions......................6
     4.4.     Compliance with Securities Laws............................6

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                                TABLE OF CONTENTS
                                   (continued)


ARTICLE V             DISTRIBUTIONS......................................7

     5.1.     Right to Receive Distribution..............................7
     5.2.     Form of Distribution.......................................7
     5.3.     Amount of Distribution.....................................7
     5.4.     Limits on Distributions of Company Stock...................7
     5.5.     Timing of Distribution.....................................8
     5.6.     Beneficiary Designation....................................8
     5.7.     Withholding................................................8
     5.8.     Deductibility..............................................8

ARTICLE VI            ADMINISTRATION OF THE PLAN.........................8

     6.1.     Appointment of Committee...................................8
     6.2.     Majority Rule and Delegation of Ministerial Acts...........8
     6.3.     Meetings...................................................8
     6.4.     General Powers and Duties..................................9
     6.5.     Claims....................................................10
     6.6.     Appeals...................................................10

ARTICLE VII           AMENDMENT OR TERMINATION..........................11

     7.1.     Amendment or Termination..................................11
     7.2.     Effect of Amendment or Termination........................11

ARTICLE VIII          GENERAL PROVISIONS................................11

     8.1.     Participant's Rights Unsecured............................11
     8.2.     No Guaranty of Benefits...................................11
     8.3.     No Enlargement of Employee Rights.........................11
     8.4.     Spendthrift Provision.....................................11
     8.5.     Applicable Law............................................12
     8.6.     Incapacity of Recipient...................................12
     8.7.     Successors................................................12
     8.8.     Unclaimed Benefit.........................................12
     8.9.     Limitations on Liability..................................12
     8.10.    Headings for Convenience Only.............................13
     8.11.    Severability..............................................13
     8.12.    Conflicts.................................................13

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                           FIRST RESTATED AND AMENDED

                      PUBLIC SERVICE COMPANY OF NEW MEXICO

                             EXECUTIVE SAVINGS PLAN


         The PUBLIC SERVICE COMPANY OF NEW MEXICO EXECUTIVE SAVINGS PLAN (the
"Plan") was originally effective as of July 1, 1998. The Plan was established by
the Public Service Company of New Mexico (the "Company" or "PNM") solely for the
purpose of permitting certain of its key employees who participate in the Public
Service Company of New Mexico Master Employee Savings Plan (the "MESP") to make
and receive credits under this Plan in excess of the limitations on
contributions imposed by the Internal Revenue Code of 1986, as amended, or the
MESP. By this document, the Company amends and restates the Plan in its
entirety, effective as of November 16, 2001.

                                    ARTICLE I
                                   DEFINITIONS

         When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not begin a sentence, the word or
phrase shall generally be a term defined in this Article I. The following words
and phrases used in the Plan with the initial letter capitalized shall have the
meanings set forth in this Article I, unless a clearly different meaning is
required by the context in which the word or phrase is used:

     1.1.  "Administration Committee" or "Committee" means the committee
           appointed pursuant to Section 6.1 to assume certain designated
           responsibilities in connection with the Plan.

     1.2.  "Benefits Department" means the organizational unit of the Company
           with responsibility for administering benefit programs.

     1.3.  "Board" means the Board of Directors of the Company, or any
           authorized committee of the Board.

     1.4.  "Code" means the Internal Revenue Code of 1986, as amended from time
           to time, and any regulations promulgated thereunder.

     1.5.  "Company" means the Public Service Company of New Mexico, and to the
           extent provided in Section 8.7 below, any successor corporation or
           other entity resulting from merger or consolidation into or with the
           Company or a transfer or sale of substantially all of the assets of
           the Company.

     1.6.  "Company Stock" means common stock issued by the Company.

     1.7.  "Company Stock Fund" means the Investment Fund described in Section
           4.3.

     1.8.  "Compensation," for purposes of determining the Supplemental Matching
           and Employer Credits, means the Participant's base salary and other
           elements of compensation that are considered under the MESP (as it
           may be amended from time to time) for purposes of calculating the
           Participant's MESP Employer and Matching Contributions, respectively.
           For purposes of determining the amount of a Participant's permissible
           Supplemental Deferrals, "Compensation" means the Participant's base
           salary and other elements of compensation that are considered under
           the MESP (as it may be amended from time to time) for purposes of
           calculating the Participant's MESP pre-tax contributions.

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     1.9.  "Investment Fund" means the hypothetical investment fund or funds
           established by the Plan Administrator pursuant to Article IV.

     1.10. "MESP" means the Public Service Company of New Mexico Master Employee
           Savings Plan established effective January 1, 1975, as it may be
           amended from time to time.

     1.11. "MESP Employer Contribution" means the Employer (Nonelective)
           Contributions made by the Company for the benefit of a Participant
           under and in accordance with the terms of the MESP in any Plan Year.

     1.12. "MESP Employer Contribution Account" means the Matching Contributions
           Account and/or the Employer Contributions Account established for a
           Participant under the MESP.

     1.13. "MESP Matching Contribution" means the Matching Contributions made by
           the Company for the benefit of a Participant under and in accordance
           with the terms of the MESP in any Plan Year.

     1.14. "Participant" means an employee of the Company or any affiliate who
           has been designated or selected for participation in the Plan
           pursuant to Section 2.2 and to whom or with respect to whom amounts
           may be credited under the Plan.

     1.15. "Plan" means the Public Service Company of New Mexico Executive
           Savings Plan, as restated and amended, and as set forth in this
           document.

     1.16. "Plan Administrator" means the Company. Any action to be taken by the
           Plan Administrator may be taken by the Company's senior human
           resources officer.

     1.17. "Plan Year" means the calendar year.

     1.18. "Recordkeeper" means the entity selected by the Company to keep Plan
           records and to adjust accounts pursuant to Section 4.1 of the Plan.

     1.19. "Supplemental Deferral Account" means the account maintained under
           the Plan to record amounts deferred under Section 3.2 of the Plan.

     1.20. "Supplemental Deferral Agreement" means the written deferral
           agreement described in Section 3.1 that is entered into by a
           Participant with the Company pursuant to this Plan.

     1.21. "Supplemental Deferrals" means the deferrals made by a Participant in
           accordance with Section 3.2.

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     1.22. "Supplemental Employer Account" means the account maintained under
           the Plan to record the amounts credited to a Participant in
           accordance with Section 3.3.

     1.23. "Supplemental Employer Credits" means the Employer Credits allocated
           to a Participant's Supplemental Employer Account in accordance with
           Section 3.3.

     1.24. "Supplemental Matching Credits" means the Matching Credits allocated
           to a Participant's Supplemental Employer Account in accordance with
           Section 3.3.

     1.25. "Valuation Date" shall mean each business day of the Plan Year.

                                   ARTICLE II
                       ELIGIBILITY; ADOPTION BY AFFILIATES

     2.1.  The Eligible Class. The purpose of the Plan is to provide deferred
           compensation to a select group of management or highly compensated
           employees. This group of eligible employees is sometimes referred to
           as the "top hat group."

     2.2.  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 will continue as such for so long as they
           are members of 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 Participants are
           properly included in the top hat group.

     2.3.  Adoption by Affiliates. An employee of an affiliate may not become a
           Participant in the Plan unless the affiliate has previously adopted
           the Plan. An affiliate of the Company may adopt this Plan only with
           the approval of the Board. By adopting this Plan, the affiliate shall
           be deemed to have agreed to assume the obligations and liabilities
           imposed upon it by this Plan, agreed to comply with all of the other
           terms and provisions of this Plan, delegated to the Plan
           Administrator, the Benefits Department, and the Administration
           Committee the power and responsibility to administer this Plan with
           respect to the affiliate's employees, and delegated to the Company
           the full power to amend or terminate this Plan with respect to the
           affiliate's employees.

                                  ARTICLE III
                       SUPPLEMENTAL DEFERRALS AND CREDITS

     3.1.  Supplemental Deferral Agreement. In order to make Supplemental
           Deferrals, a Participant must execute a Supplemental Deferral
           Agreement in the form prescribed by the Benefits Department from time
           to time. In the Supplemental Deferral Agreement, the Participant
           shall agree to reduce his Compensation in exchange for a Supplemental
           Deferral in the same amount. The Supplemental Deferral Agreement
           shall be delivered to the Benefits Department by the time specified
           in Section 3.2(b).

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     3.2.  Supplemental Deferrals.
           (a)    Amount. Any Participant may elect to defer, pursuant to a
                  Supplemental Deferral Agreement, the receipt of a 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 maximum amount of Compensation that may
                  be deferred hereunder by a Participant shall be equal to six
                  percent of the Compensation paid to the Participant during the
                  part of the Plan Year that the Participant is eligible to make
                  Supplemental Deferrals.

                  The amount deferred pursuant to this paragraph (a) shall be
                  referred to as a "Supplemental Deferral" and shall be
                  allocated to the Supplemental Deferral Account maintained for
                  the Participant for such Plan Year.

           (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 30 days after the date he or she
                  becomes eligible. 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.

     3.3.  Supplemental Matching and Employer Credits. Each Plan Year (or more
           frequently), the Recordkeeper shall allocate Supplemental Matching
           and Employer Credits to the Participant's Supplemental Employer
           Account.

           (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.

           (b)    Supplemental Employer Credit. The Supplemental Employer Credit
                  shall equal (i) the MESP Employer Contribution that would have
                  been made on the Participant's behalf to the MESP for the Plan
                  Year if the contributions were not limited by the Code
                  (including, particularly, the limitations imposed by Sections
                  401(a)(17) and 415 of the Code), reduced by (ii) the MESP
                  Employer Contributions actually made to the MESP on behalf of
                  the Participant in the Plan Year.

                                      -4-

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     3.4.  Benefits Not Contingent. Deferrals and credits for any Participant
           under this Plan are not increased or decreased to the extent a
           Participant makes or does not make deferrals under the MESP. The Plan
           should be interpreted and administered in a manner that is consistent
           with this Section 3.4.

                                   ARTICLE IV
                             INVESTMENT OF ACCOUNTS

     4.1.  Adjustment of Accounts. Except as otherwise provided elsewhere in the
           Plan, as of each Valuation Date, each Participant's accounts will be
           adjusted to reflect deferrals and credits under Article III and the
           positive or negative rate of return on the Investment Funds selected
           by the Participant pursuant to Section 4.2(b). The rate of return
           will be determined by the Recordkeeper pursuant to Section 4.2(f) and
           will be credited or charged in accordance with written policies
           applied to all Participants. While the accounts will be adjusted as
           of each Valuation Date, the Recordkeeper shall only post the
           adjustments as of the last business day of each month.

     4.2.  Investment Direction.
           (a)    Investment Funds. Each Participant may direct the hypothetical
                  investment of amounts credited to his accounts in one or more
                  of the Investment Funds. The Investment Funds shall include a
                  Company Stock Fund and such other investment funds as may be
                  available under the MESP. The Investment Funds may be changed
                  from time to time by the Administration Committee, in its
                  discretion.

           (b)    Participant Directions. Upon becoming a Participant in the
                  Plan, each Participant may direct that all of the amounts
                  attributable to his accounts be invested in a single
                  Investment Fund or may direct that fractional (percentage)
                  increments of his accounts be invested in such fund or funds
                  as he shall desire in accordance with such procedures as may
                  be established by the Committee. Unless the Committee
                  prescribes otherwise, such procedures shall mirror the
                  procedures established under the MESP for participant
                  investment direction. A Participant's ability to direct
                  investments into or out of the Company Stock Fund 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 requirements. Such procedures also may limit or
                  restrict a Participant's ability to make (or modify previously
                  made) elections.

           (c)    Changes and Intra-Fund Transfers. Participant investment
                  directions may be changed, and amounts may be transferred from
                  one hypothetical Investment Fund to another, in accordance
                  with the procedures established by the Committee (or, in the
                  case of the Company Stock Fund, the General Counsel) pursuant
                  to Section 4.2(b). The designation will continue until changed
                  by the timely submission of a new designation.

                                      -5-
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           (d)    Default Selection. In the absence of any designation, a
                  Participant will be deemed to have directed the investment of
                  his accounts in such Investment Funds as the Committee, in its
                  sole and absolute discretion, shall determine.

           (e)    Impact of Election. The Participant's selection of Investment
                  Funds shall serve only as a measurement of the value of the
                  Participant's accounts pursuant to Section 4.1 and Section 4.2
                  and neither the Company nor the Committee are required to
                  actually invest a Participant's accounts in accordance with
                  the Participant's selections.

           (f)    Rate Of Return. Accounts shall be adjusted on each Valuation
                  Date to reflect investment gains and losses as if the accounts
                  were invested in the hypothetical Investment Funds selected by
                  the Participants in accordance with Section 4.2 and charged
                  with any and all reasonable expenses related to the
                  administration of the Plan including, but not limited to, the
                  reasonable expenses of carrying out the hypothetical
                  investment directions related to each account. The earnings
                  and losses determined by the Recordkeeper in good faith and in
                  its discretion pursuant to this Section shall be binding and
                  conclusive on the Participant, the Participant's beneficiary
                  and all parties claiming through them.

           (g)    Charges. The Committee may direct the Recordkeeper to charge
                  each Participant's accounts for the reasonable expenses of
                  carrying out investment instructions directly related to such
                  accounts.

     4.3.  Special Company Stock Fund Provisions.
           (a)    General. A Participant's interest in the Company Stock Fund
                  shall be expressed in whole and fractional hypothetical units
                  of the Company Stock Fund. As a general matter, the Company
                  Stock Fund shall track an investment in Company Stock in the
                  same manner as the MESP's company stock fund. Accordingly, the
                  value of a unit in the Plan's Company Stock Fund shall be the
                  same as the value of a unit in the MESP's company stock fund.

           (b)    Dividends and Stock Splits. If a cash dividend is declared on
                  Company Stock, the hypothetical equivalent cash dividends
                  attributable to the notional shares held in the Company Stock
                  Fund shall be "reinvested" into the Company Stock Fund. If a
                  stock dividend or share split is declared with respect to
                  Company Stock, a hypothetical equivalent stock dividend or
                  stock split attributable to the notional shares held in the
                  Company Stock Fund, or any hypothetical securities issued with
                  respect to the Company Stock Fund shall be allocated to the
                  Company Stock Fund. All such hypothetical dividends (cash or
                  stock) or stock splits shall be reflected appropriately in the
                  Participant's accounts.

     4.4.  Compliance with Securities Laws. Any election by a Participant to
           hypothetically invest any amount in the Company Stock Fund, and any
           elections to transfer amounts from or to the Company Stock Fund to or
           from any other Investment Fund, shall be subject to all applicable
           securities law requirements, including but not limited to Rule 16b-3
           promulgated by the Securities Exchange Commission. To the extent that
           any election violates any securities law requirement, the election
           shall be void.

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                                   ARTICLE V
                                  DISTRIBUTIONS

     5.1.  Right to Receive Distribution. Following a Participant's termination
           of employment for any reason, including death or "Change in Control"
           (as defined in the Public Service Company of New Mexico Executive
           Retention Plan, or any successor plan), the Participant's interest in
           this Plan will be distributed to the Participant at the time and in
           the manner provided in Sections 5.5 and 5.2. A transfer of a
           Participant from PNM to an affiliate that is authorized by the Board
           of Directors to adopt the Plan and that has adopted the Plan shall
           not be deemed a termination and such transfer shall not trigger a
           distribution of benefits under this Plan.

     5.2.  Form of Distribution.
           (a)    Company Stock Fund. Subject to Section 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. 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.

     5.3.  Amount of Distribution. The amount distributed to a Participant shall
           equal the sum of the amounts credited to the Participant's
           Supplemental Deferral Account and Supplemental Employer Account as of
           the quarterly Valuation Date next following the Participant's
           termination of employment. For purposes of this Plan, a "quarterly
           Valuation Date" is a Valuation Date that coincides with the last
           business day of a calendar quarter. Shares of Company Stock that are
           distributed in cash will be valued at the closing price of the
           Company Stock on the New York Stock Exchange on the relevant
           quarterly Valuation Date.

     5.4.  Limits on Distributions of Company Stock. Notwithstanding anything to
           the contrary in this Plan, no individual officer or director of the
           Company may receive a distribution of Company Stock that exceeds more
           than one percent of the Company Stock that was outstanding as of the
           date of the adoption of this amendment and restatement of the Plan.
           Moreover, all Company Stock issued under this Plan, shall be limited
           to the amount of Company Stock that may be issued pursuant to Section
           312.03(a)(4)(ii) of the New York Stock Exchange Listed Company Manual
           (generally, considering all Company plans, five percent of the
           Company Stock outstanding as of the date of the adoption of this
           amendment and restatement of the Plan).

                                      -7-
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     5.5.  Timing of Distribution. Funds will be distributed within an
           administratively reasonable period of time (generally ten working
           days) following the applicable quarterly Valuation Date, unless
           prohibited by the Company's cash position.

     5.6.  Beneficiary Designation. If a Participant should die before receiving
           a full distribution of his or her Supplemental Deferral and Employer
           Accounts, distribution shall be made to the beneficiary designated by
           the Participant. If a Participant has not designated a beneficiary,
           or if no designated beneficiary is living on the date of
           distribution, such amounts shall be distributed to those persons
           entitled to receive distributions of the Participant's accounts under
           the MESP. The distributions made under this Plan shall be made in a
           lump sum.

     5.7.  Withholding. All distributions will be subject to all applicable tax
           and withholding requirements.

     5.8.  Deductibility. All amounts distributed from the Plan are intended to
           be deductible by the Company or the appropriate adopting affiliate.
           If all or any portion of a distribution will not be deductible, the
           payment of the nondeductible portion will be postponed until the
           first year in which it may be deducted. The distribution will be made
           during the first 60 days of such year. The unpaid amounts will
           continue to be adjusted pursuant to Article IV until the accounts
           have been distributed.

                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN

     6.1.  Appointment of Committee. The Committee, which shall be known as the
           Administration Committee, shall consist of at least three members
           appointed by the Company. The Company may remove any member of the
           Committee at any time and a member may resign by written notice to
           the Company. Any vacancy in the membership of the Committee shall be
           filled by appointment made by the Company, but pending the filling of
           such vacancy the existing members of the Committee may act hereunder
           as though they alone constitute the full Committee.

     6.2.  Majority Rule and Delegation of Ministerial Acts. Any and all acts
           and decisions of the Committee shall, if there is more than one
           member, be by at least a majority of the current members, but the
           Committee may delegate to any one or more of its members or any other
           person the authority to sign notices or other documents on its behalf
           or to perform ministerial acts for it, in which event any other
           person may accept such notice, document or act without question as
           having been authorized by the Committee. If the majority of the
           current members of the Committee are unable to agree to an act or
           decision, the Committee shall seek instructions from the Company.

     6.3.  Meetings. The Committee may, but need not, call or hold formal
           meetings, and any decisions made or actions taken pursuant to written
           approval of a majority of the current members shall be sufficient.
           The Committee shall maintain adequate records of its decisions and
           those records shall be subject to inspection by the Company. Also,
           the Committee may designate one of its members as Chairman, and one
           of its members as Secretary, and may establish policies and
           procedures governing it so long as the same are not inconsistent with
           the terms of this Plan.

                                      -8-
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     6.4.  General Powers and Duties.
           (a)    General. The Committee shall perform the duties and exercise
                  the powers and discretion given to it in this Plan document
                  and its decisions and actions shall be final and conclusive as
                  to all persons affected thereby. The Company and the adopting
                  affiliates shall furnish the Committee with all data and
                  information that the Committee may reasonably require in order
                  to perform its functions. The Committee may rely without
                  question upon any such data or information.

           (b)    Disputes. Any and all disputes that may arise involving
                  Participants or beneficiaries shall be referred to the
                  Committee and its decision shall be final. Furthermore, if any
                  question arises as to the meaning, interpretation or
                  application of any provisions of this Plan, the decision of
                  the Committee shall be final.

           (c)    Conflicts of Interests. Notwithstanding any other provision of
                  this Plan, during any period in which two or more Committee
                  members are acting, no member of the Committee shall vote or
                  act as a member of the Committee upon any matter involving the
                  member's own rights, benefits or other participation
                  hereunder. If a member of the Committee is recused pursuant to
                  the preceding sentence, then the remaining Committee members
                  may act as if they alone constitute the full Committee.

           (d)    Agents. The Committee may engage agents, including actuaries,
                  to assist it and may engage legal counsel who may be counsel
                  for the Company. The Committee shall not be responsible for
                  any action taken or omitted to be taken on the advice of such
                  counsel, including written opinions or certificates of any
                  agent, counsel, actuary or physician.

           (e)    Insurance. At the Committee's request, the Company shall
                  purchase liability insurance to cover the members of the
                  Committee in their activities as the Committee.

           (f)    Allocations. The Committee is given specific authority to
                  allocate and revoke responsibilities among its members. When
                  the Committee has allocated authority pursuant to this
                  paragraph, the Committee is not to be liable for the acts or
                  omissions of the party to whom such responsibility has been
                  allocated.

           (g)    Records. The Benefits Department shall supervise the
                  establishment and maintenance of records by the Recordkeeper,
                  the Company and each adopting affiliate containing all
                  relevant data pertaining to any person affected hereby and his
                  or her rights under this Plan.

           (h)    Interpretations. The Committee, in its sole discretion, shall
                  interpret and construe the provisions of the Plan (and any
                  underlying documents or policies).

                                      -9-
<PAGE>

The foregoing list of powers and duties is not intended to be exhaustive, and
the Committee shall, in addition, exercise such other powers and perform such
other duties as it may deem advisable in the administration of the Plan, unless
such powers or duties are assigned to another pursuant to the provisions of the
Plan.

     6.5.  Claims. The Benefits Department will be responsible for the initial
           review of all claims. In the event that a Participant or beneficiary
           (the "claimant") is denied a claim for benefits under this Plan, the
           Benefits Department shall provide to the claimant written notice of
           the denial that shall set forth:

           (a)    The specific reason or reasons for the denial;

           (b)    Specific references to pertinent Plan provisions on which the
                  Benefits Department based its denial;

           (c)    A description of any additional material or information needed
                  for the claimant to perfect the claim and an explanation of
                  why the material or information is needed;

           (d)    A statement that the claimant may:

                  (i)    Request a review by the Committee upon written
                         application to the Benefits Department;

                  (ii)   Review pertinent Plan documents; and

                  (iii)  Submit issues and comments in writing.

           (e)    That any appeal the claimant wishes to make of the adverse
                  determination must be in writing and must be delivered to the
                  Committee within 60 days after receipt of the Benefits
                  Department notice of denial of benefits. The Benefits
                  Department notice must further advise the claimant that his
                  failure to appeal the action to the Committee in writing
                  within the 60 day period will render the Benefits Department
                  determination final, binding, and conclusive.

     6.6.  Appeals. If the claimant should appeal to the Committee, he, or his
           duly authorized representative, may submit in writing whatever issues
           and comments he, or his duly authorized representative, feels are
           pertinent. The Committee shall re-examine all facts related to the
           appeal and make a final determination as to whether the denial of
           benefits is correct. The Committee shall advise the claimant in
           writing of its decision on his appeal, the specific reasons for the
           decision, and the specific Plan provisions on which the decision is
           based. The notice of the decision shall be given within 60 days of
           the claimant's written request for review, unless special
           circumstances (such as a hearing) would make the rendering of a
           decision within the 60 day period infeasible, but in no event shall
           the Committee render a decision regarding the denial of a claim for
           benefits later than 120 days after its receipt of a request for
           review. If an extension of time for review is required because of
           special circumstances, written notice of the extension shall be
           furnished to the claimant prior to the date the extension period
           commences.

                                      -10-
<PAGE>

                                  ARTICLE VII
                            AMENDMENT OR TERMINATION

     7.1.  Amendment or Termination. The Company intends the Plan to be
           permanent but reserves the right to amend or terminate the Plan when,
           in the sole discretion of the Company, such amendment or termination
           is advisable. Any such amendment or termination shall be made
           pursuant to a resolution of the Board and shall be effective as of
           the date of such resolution.

     7.2.  Effect of Amendment or Termination. Any amendment or termination of
           this Plan shall apply prospectively only and shall not directly or
           indirectly reduce the balance of any Plan account as of the effective
           date of such amendment or termination. Upon termination of the Plan,
           distribution of amounts in Supplemental Deferral and Supplemental
           Employer Accounts shall be made to the Participant or his or her
           beneficiary in the manner and at the time described in Article V of
           the Plan. No additional credits of Supplemental Deferrals or
           Supplemental Matching and Employer Credits shall be made to the
           Supplemental Deferral and Supplemental Employer Accounts of a
           Participant after termination of the Plan, but the Company may
           continue to credit or charge gains and losses to the Supplemental
           Deferral and Supplemental Employer Accounts, until the balance of
           such Supplemental Deferral and Supplemental Employer Accounts has
           been fully distributed to the Participant or his or her beneficiary.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     8.1.  Participant's Rights Unsecured. The Plan at all times shall be
           entirely unfunded and no provision shall at any time be made with
           respect to segregating any assets of the Company for payment of any
           distributions hereunder. The right of a Participant or his or her
           designated beneficiary to receive a distribution hereunder shall be
           an unsecured claim against the general assets of the Company, and
           neither the Participant nor a designated beneficiary shall have any
           rights in or against any specific assets of the Company. All amounts
           credited to a Participant's Supplemental Deferral and Supplemental
           Employer Accounts shall constitute general assets of the Company and
           may be disposed of by the Company at such time and for such purposes
           as it may deem appropriate. Nothing in this Section shall preclude
           the Company from establishing a "Rabbi Trust", but the assets in the
           Rabbi Trust must be available to pay the claims of the Company's
           general creditors in the event of the Company's insolvency.

     8.2.  No Guaranty of Benefits. Nothing contained in the Plan shall
           constitute a guaranty by the Company or any other person or entity
           that the assets of the Company will be sufficient to pay any benefit
           hereunder.

     8.3.  No Enlargement of Employee Rights. No Participant shall have any
           right to receive a distribution from the Plan except in accordance
           with the terms of the Plan. Establishment of the Plan shall not be
           construed to give any Participant the right to be retained in the
           service of the Company.

     8.4.  Spendthrift Provision. No interest of any person or entity in, or
           right to receive a distribution under, the Plan shall be subject in
           any manner to sale, transfer, assignment, pledge, attachment,
           garnishment, or other alienation or encumbrance of any kind; nor
           shall any such interest or right to receive a distribution be taken,
           either voluntarily or involuntarily, for the satisfaction of the
           debts of, or other obligations or claims against, such person or
           entity, including claims in bankruptcy proceedings. This Section
           shall not preclude arrangements for the withholding of taxes from
           deferrals, credits, or benefit payments, arrangements for the
           recovery of benefit overpayments, arrangements for the transfer of
           benefit rights to another plan, or arrangements for direct deposit of
           benefit payments to an account in a bank, savings and loan
           association or credit union (provided that such arrangement is not
           part of an arrangement constituting an assignment or alienation).

                                      -11-
<PAGE>

     8.5.  Applicable Law. The Plan shall be construed and administered under
           the laws of the State of New Mexico, except to the extent preempted
           by the Employee Retirement Income Security Act of 1974, as amended.

     8.6.  Incapacity of Recipient. If the Benefits Department is served with a
           court order holding that a person entitled to a distribution under
           the Plan is incapable of personally receiving and giving a valid
           receipt for such distribution, the Benefits Department shall postpone
           payment until such time as a claim therefor shall have been made by a
           duly appointed guardian or other legal representative of such person.
           The Benefits Department is under no obligation to inquire or
           investigate as to the competency of any person entitled to a
           distribution. Any payment to an appointed guardian or other legal
           representative under this Section shall be a payment for the account
           of the incapacitated person and a complete discharge of any liability
           of the Company and the Plan therefor.

     8.7.  Successors. This Plan shall be binding upon the successors and
           assigns of the Company and upon the heirs, beneficiaries and personal
           representatives of the individuals who become Participants hereunder.

     8.8.  Unclaimed Benefit. Each Participant shall keep the Benefits
           Department informed of his or her current address and the current
           address of his or her designated beneficiary. The Benefits Department
           shall not be obligated to search for the whereabouts of any person.
           If the location of a Participant is not made known to the Benefits
           Department within three years after the date on which payment of the
           Participant's Supplemental Deferral and Supplemental Employer
           Accounts may first be made, payment may be made as though the
           Participant had died at the end of the three year period. If, within
           one additional year after such three year period has elapsed, or,
           within three years after the actual death of a Participant, the
           designated beneficiary of the Participant has not been located, then
           there shall be no further obligation to pay any benefit hereunder to
           such Participant or designated beneficiary and such benefit shall be
           irrevocably forfeited.

     8.9.  Limitations on Liability. Notwithstanding any of the preceding
           provisions of the Plan, neither the Plan Administrator, the Benefits
           Department or the Committee, nor any individual acting as the Plan
           Administrator's, the Benefits Department's, the Committee's, or the
           Company's employee, agent, or representative shall be liable to any
           Participant, former Participant or other person for any claim, loss,
           liability or expense incurred in connection with the Plan.

                                      -12-
<PAGE>

     8.10. Headings for Convenience Only. The headings and subheadings of this
           Plan are inserted for convenience and reference only and are not to
           be used in construing this instrument or any provision herein.

     8.11. Severability. If any provision of this Plan is held to be illegal or
           invalid, such illegality or invalidity shall not affect the remaining
           provisions of this Plan, and the remaining provisions shall be
           construed and enforced as if such illegal or invalid provision had
           never been inserted herein.

     8.12. Conflicts. If any person holds a position under this Plan through
           which he or she is charged with making a decision about his or her
           own (or any immediate family member's) Plan participation, including,
           without limitation, eligibility, account valuation, or investments,
           then such person shall be recused and the decision shall be made by
           the Committee.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer on the date and year first above written.



                                            PUBLIC SERVICE COMPANY OF NEW MEXICO



                                            /s/ Jeffry E. Sterba
                                           ------------------------------------
                                            Jeffry E. Sterba,
                                            Chairman, President and CEO

                                      -13-