DEFERRED COMPENSATION AGREEMENT
                                     BETWEEN
                                JEFFRY E. STERBA
                                       AND
                      PUBLIC SERVICE COMPANY OF NEW MEXICO

         It is hereby agreed by Jeffry E. Sterba and Public  Service  Company of
         New Mexico (PNM) that payment for Mr. Sterba services as an employee of
         PNM for the pay period  ending  11/17/95  through the pay period ending
         12/15/95 will be deferred and will be paid on January 5, 1996.

         The amount of employee  compensation  subject to this agreement will be
         $11,450.25. No interest will be paid on the $11,450.25.

         The parties  agree that,  during the time this  agreement is in effect,
         Mr. Sterba will be an unsecured creditor of PNM and will have no claims
         on the Company beyond those of any other unsecured creditor.

         It is  further  agreed  that  PNM will be held  harmless,  and that Mr.
         Sterba  will be  solely  at  risk  for any  unanticipated  adverse  tax
         consequences arising to either party as a result of this agreement, and
         that appropriate  income and payroll taxes will be withheld at the time
         of payment.

         /s/ Jeffry E. Sterba            /s/ Donna M. Burnett
         --------------------            ----------------------------
         Jeffry E. Sterba                Name and Title of Public
                                         Service Company of New
                                         Mexico


     State of New Mexico
     County of Bernalillo
     Subscribed and sworn before me on this      13th       day of
                                             -------------  
     November 1995 by Jeffry E. Sterba.
                      ----------------


        May 31, 1998                        /s/ Pamela M. Ragsdale 
     ------------------                     ----------------------
     Commission Expires                     Notary Signature
                                            Pamela M. Ragsdale