AGREEMENT
   
   
       WHEREAS, the then current President & Chief Executive
   Officer of Texas-New Mexico Power Company and TNP Enterprises,
   Inc. (the "Companies") resigned as of November 9, 1993;
   
       WHEREAS, the Board of Directors of each of the Companies
   has determined that an interim President should be elected and
   named Chief Executive Officer to act on behalf of the Companies
   until such time as a permanent replacement may be determined and
   retained; and
       
       WHEREAS, the Board of Directors of each of the Companies
   has determined that Dwight R. Spurlock, a director of the
   Companies, should be elected as Interim President and act as
   Chief Executive Officer, to perform the functions of the
   President & Chief Executive Officer during such interim period:
   
       It is, therefore, agreed by Texas-New Mexico Power
   Company and TNP Enterprises, Inc. and Dwight R. Spurlock that he
   shall act on behalf of the Board of Directors of each of the
   Companies as the Interim President & Chief Executive Officer of
   the Companies, subject to and upon the following terms:
   
                               Article I
                                  Term
   
       Dwight R. Spurlock agrees to perform the duties of his
   offices for and until such time as the Board of Directors of
   each of the Companies elects a person to serve as President or
   Chief Executive Officer on a regular and ongoing basis.
   
                               Article II
                              Compensation
   
       As compensation to Dwight R. Spurlock for the performance
   of his duties as Interim President & Chief Executive Officer,
   Dwight R. Spurlock shall be paid the sum of $30,000 per month or
   any part thereof payable at the end of any month in which such
   duties are performed.
   
       Compensation payable for the performance of the duties of
   Interim President & Chief Executive Officer shall be in addition
   to any such sums to which Dwight R. Spurlock may be entitled as
   a director or retiree of the Companies.
   
                              Article III
                                 Duties
   
       Dwight R. Spurlock shall perform the duties of the
   offices to which he has been appointed as such duties are set
   forth in the Bylaws of the Companies.  Dwight R. Spurlock shall
   
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   devote such time and effort to the performance of his duties as
   may be necessary to fully and competently achieve such duties.
   
                               Article IV
                                Benefits
   
       It is expressly agreed that benefits generally made
   available to an employee of either of the Companies shall not be
   made available to Dwight R. Spurlock, and Dwight R. Spurlock
   expressly waives any right to participate in such benefits other
   than as may be expressly set forth herein.
   
       Neither this agreement nor the waiver contained herein
   shall affect the benefits to which Dwight R. Spurlock is
   entitled as either a director or retiree of the Companies.
   
                               Article V
                         Expense Reimbursement
   
       Dwight R. Spurlock is authorized to incur, and the
   Companies shall either advance or reimburse, reasonable expenses
   suitable to and in performance of the duties of his office,
   including entertainment, travel, and housing expenses during the
   duration of the performance of his duties.  Travel expenses
   shall include the reasonable cost of commuting between his
   principal residence in Galveston County, Texas, and the General
   Office of the Companies in Tarrant County, Texas.  Housing
   expenses shall include the cost of a temporary residence in
   Tarrant County, Texas, and all related expenses.
   
                               Article VI
                              Termination
   
       Either party to this agreement may terminate such
   agreement at any time upon twenty-four hour written notice
   delivered to the other party.
   
                              TEXAS-NEW MEXICO POWER COMPANY
   
   
   \s\ Dwight Spurlock                  \s\  R. D. Woofter              
   DWIGHT R. SPURLOCK                   R. D. WOOFTER, Chairman and     
                                        Agent of the Board of Directors 
   
   
                              TNP ENTERPRISES, INC.
   
   
                                       \s\ R. D. Woofter                
                              R. D. WOOFTER, Chairman and   
                                        Agent of the Board of Directors 
   
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