FOURTH AMENDMENT TO THE
                              RESTATED AND AMENDED
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                 ACCELERATED MANAGEMENT PERFORMANCE PLAN (1988)


         THIS  FOURTH  AMENDMENT  TO THE  RESTATED  AND AMENDED  PUBLIC  SERVICE
COMPANY OF NEW MEXICO ACCELERATED  MANAGEMENT  PERFORMANCE PLAN is effective the
7th day of December  1998 by the Public  Service  Company of New  Mexico,  a New
Mexico corporation ("PNM" or the "Company").

         WHEREAS,  the Company  established  the Public  Service  Company of New
Mexico Accelerated Management Performance Plan (the "Plan") on January 14, 1981,
which was amended four times and  restated  and amended on August 16, 1988,  and
the restated and amended plan was amended on August 30, 1988, December 29, 1989,
and December 8, 1992;

         WHEREAS, under Section 9.01 of the Plan, the Company reserved the right
at any time to amend the Plan;

         WHEREAS,  on December 7, 1998,  the  Compensation  and Human  Resources
Committee of the PNM Board of Directors  approved certain benefits upon a Change
in Control (as defined in the First  Restated  and Amended  Executive  Retention
Plan) and authorized certain amendments to affected plans,  including this Plan;
and

         WHEREAS,  the  Company  desires to amend this Plan to  incorporate  the
approved  Change in Control  benefits to provide full and sufficient  funding of
the Public Service Company of New Mexico and Paragon  Resources,  Inc.  Deferred
Compensation Trust Agreement (the "Rabbi Trust") for any obligations or benefits
accrued as of the date of the occurrence of a Change in Control.

         NOW THEREFORE, the Company hereby amends the Plan as follows:

         ITEM 1. A new Section 6.03,  entitled Change in Control shall be added,
to read as follows:

         6.03.  Change in  Control.  Upon a Change in  Control as defined in the
         First Restated and Amended Executive  Retention Plan effective December
         7, 1998,  and  incorporated  herein by  reference,  the  Company  shall
         sufficiently  fund the Public Service Company of New Mexico and Paragon
         Resources,  Inc.  Deferred  Compensation  Trust  Agreement  (the "Rabbi
         Trust") to provide in full for any benefits  accrued  under the Plan as
         of the date of the occurrence of the Change in Control.


                                       1


         ITEM 2. Except as herein above amended, the Company hereby readopts and
redeclares each and every provision of the Plan.

         IN WITNESS  WHEREOF,  Public Service  Company of New Mexico caused this
Fourth  Amendment  to the  Restated and Amended  Public  Service  Company of New
Mexico Accelerated  Management Performance Plan to be executed by its authorized
officers effective as of the date and year first above written.



                                    PUBLIC SERVICE COMPANY OF NEW MEXICO


Date:_________________              By_________________________________________
                                                 BENJAMIN F. MONTOYA
                                       President and Chief Executive Officer





24870




                                       2