Exhibit 10(e)1












                             NEW CENTURY ENERGIES
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                     (As Adopted Effective January 1, 1998)



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                             NEW CENTURY ENERGIES
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              Table of Contents

ARTICLE I      GENERAL

   Sec. 1.1    Name of Plan................................................   1
   Sec. 1.2    Purpose.....................................................   1
   Sec. 1.3    Effective Date..............................................   1
   Sec. 1.4    Company.....................................................   1
   Sec. 1.5    Participating Employers.....................................   1
   Sec. 1.6    Construction and Applicable Law.............................   1

ARTICLE II     DEFINITIONS

   Sec. 2.1    Accrual Percentage..........................................   2
   Sec. 2.2    Actuarial Equivalent........................................   2
   Sec. 2.3    Beneficiary.................................................   2
   Sec. 2.4    Board.......................................................   2
   Sec. 2.5    Change In Control...........................................   2
   Sec. 2.6    Committee...................................................   3
   Sec. 2.7    Final Average Compensation..................................   4
   Sec. 2.8    Normal Retirement Benefit...................................   4
   Sec. 2.9    Normal Retirement Date......................................   4
   Sec. 2.10   Participant.................................................   4
   Sec. 2.11   Plan Year...................................................   4
   Sec. 2.12   PSCo SERP...................................................   4
   Sec. 2.13   Retirement Plan.............................................   4
   Sec. 2.14   SPS SERP....................................................   4
   Sec. 2.15   Successor Employer..........................................   4
   Sec. 2.16   Year of Vesting Service.....................................   4

ARTICLE III    PARTICIPATION

   Sec. 3.1    Eligibility for Participation...............................   5
   Sec. 3.2    Cessation of Participation..................................   5
   Sec. 3.3    No Guarantee of Employment..................................   5

ARTICLE IV     BENEFITS

   Sec. 4.1    Amount of Normal Retirement Benefit.........................   5
   Sec. 4.2    Special Provisions for PSCo, and SPS SERP Participation.....   6
   Sec. 4.3    Vesting of Benefit .........................................   6

ARTICLE V      FORM OF PAYMENT AND COMMENCEMENT DATE

   Sec. 5.1    Normal Form ................................................   7
   Sec. 5.2    Reduction for Early Retirement .............................   7
   Sec. 5.3    Optional Forms .............................................   7
   Sec. 5.4    Commencement Date ..........................................   7
   Sec. 5.5    Disability Before Retirement ...............................   7
   Sec. 5.6    Death Prior to Termination of Employment ...................   7
                                      i


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   Sec. 5.7    Death After Termination of Employment ......................   8
   Sec. 5.8    Benefit Upon Change In Control .............................   8

ARTICLE VI     ADMINISTRATION

   Sec. 6.1    Administration by the Committee ............................   8
   Sec. 6.2    Withholding of Taxes .......................................   8
   Sec. 6.3    Unfunded and Unsecured Plan ................................   9

ARTICLE VII    AMENDMENT AND TERMINATION

   Sec. 7.1    Amendment ..................................................   9
   Sec. 7.2    Termination of Plan ........................................   9

ARTICLE VIII   MISCELLANEOUS

   Sec. 8.1    Designation of Beneficiary .................................   9
   Sec. 8.2    Benefits May Not Be Assigned or Alienated ..................   9
   Sec. 8.3    Headings ...................................................  10
   Sec. 8.4    Capitalized Definitions ....................................  10
   Sec. 8.5    Gender .....................................................  10
   Sec. 8.6    Use of Compounds of Word "Here . ...........................  10
   Sec. 8.7    Construed as a Whole .......................................  10


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                             NEW CENTURY ENERGIES
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  ARTICLE I

                                   GENERAL

        Sec. 1.1  Name of Plan. The name of this plan is "New Century
Energies Supplemental Executive Retirement Plan" (referred to hereinafter as
the "Plan").

        Sec. 1.2 Purpose.  The Plan has been established to provide supplemental
retirement  benefits  and  certain  benefits  upon  disability  or death  before
retirement to certain select management or highly compensated  employees so that
such employees may be retained and their  productive  efforts  encouraged.  This
Plan is a  replacement  as of the  Effective  Date of the PSCo  SERP and the SPS
SERP. On and after the Effective  Date,  the benefits to which  individuals  are
entitled  under  said SERPs are  incorporated  in this Plan and they cease to be
eligible for any separate benefit under those SERPs.

     (a) If the  individual is a Participant in this Plan on or after January 1,
         1998, the benefit shall be determined  and paid solely  pursuant to the
         terms of this Plan, and the provisions of the PSCo SERP or the SPS SERP
         shall no longer apply except as expressly provided in this Plan. ,

     (b) If an individual who was a participant in the PSCo SERP or the SPS SERP
         is not a  Participant  in this Plan on or after  January 1,  1998,  the
         benefit shall be determined  and paid pursuant to the provisions of the
         PSCo SERP or the SPS SERP,  whichever was  applicable,  as in effect on
         December 31, 1997.

        Sec. 1.3  Effective Date. The "Effective Date" of the Plan is January
1, 1998.

        Sec. 1.4  Company. For purposes of this Plan, "Company" means New
Century Energies, Inc., a Delaware corporation, and any Successor Employer
thereof.

        Sec.  1.5  Participating  Employers.  The  Company  is a  "Participating
Employer"  in  the  Plan.   Any   subsidiary  of  the  Company  shall  become  a
Participating Employer in this Plan upon being so designated in a written action
by the  Committee,  effective  as of the date  specified by the  Committee.  Any
Successor  Employer to a  Participating  Employer shall also be a  Participating
Employer.  A  Participating  Employer shall cease to be such effective as of the
date  specified in a written action by the Committee;  provided,  however,  that
such action shall not cause  Participants  employed by such  employer to forfeit
vested benefits accrued prior to such date.

        Sec. 1.6  Construction and Applicable Law. The Plan is intended to be an
unfunded  plan  maintained  primarily  for the  purpose  of  providing  deferred
compensation for a select group of management or highly  compensated  employees,
within the meaning of Sections  201(2),  301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").  The Plan shall be
administered and construed  consistent with said intent. This Plan also shall be
governed and construed in  accordance  with the laws of the State of Colorado as
applied to contracts  executed and to be wholly  performed  within said state to
the extent that such laws are not  preempted by the laws of the United States of
America.



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                                   ARTICLE II

                                   DEFINITIONS

        Sec. 2.1 Accrual  Percentage. "Accrual  Percentage" means the percentage
(not in excess of 100%) of a Participant's  Normal Retirement  Benefit which has
accrued  under this Plan as of any date.  The Normal  Retirement  Benefit  shall
accrue monthly over a period of 20 years commencing from the Participant's  date
of employment with the Participating  Employers with a portion equal to 1/240 of
the total benefit  accruing at the end of each month during such 20-year period,
provided the individual is employed by a Participating  Employer on the last day
of said month. If an individual  became a Participant on the Effective Date, the
Participant's  Accrual  Percentage as of the Effective  Date shall be based on a
period of employment  that includes all service which was  recognized on the day
before the Effective Date for purposes of determining the Participant's  benefit
under the PSCo SERP or the SPS SERP. The Committee may, in its sole  discretion,
specify in the notice of  participation  that a particular  Participant  will be
treated as having  additional  employment with the  Participating  Employers for
purposes of calculating the Participant's Accrual Percentage under this Section.

        Sec. 2.2 Actuarial Equivalent."Actuarial  Equivalent" means a benefit of
equivalent  value determined by the Committee upon advice of the actuary for the
Retirement Plan using the actuarial factors used for the  corresponding  type of
calculation under the Retirement Plan.

        Sec. 2.3  Beneficiary. "Beneficiary" means the person or persons
designated as such pursuant to the provisions of Sec. 8. 1.

        Sec. 2.4  Board. "Board" means the Board of Directors of the Company.

        Sec. 2.5  Change In Control. A "Change In Control" is the occurrence
of any of the events described in subsections (a) through (d) below:

     (a) Either (i) receipt by the  Company of a report on  Schedule  13D, or an
         amendment  to such a report,  filed with the  Securities  and  Exchange
         Commission  pursuant to Section 13(d) of the Securities Exchange Act of
         1934 (die "1934 Act")  disclosing that any person (as such term is used
         in Section 13(d) of the 1934 Act) ("Person"),  is the beneficial owner,
         directly  or  indirectly,  of twenty  percent  or more of the  combined
         voting power of the  outstanding  stock of the Company,  or (ii) actual
         knowledge  by the Board of facts on the  basis of which  any  Person is
         required to file such a report on Schedule 13D, or to make an amendment
         to such a  report,  with the SEC (or would be  required  to file such a
         report or  amendment  upon the lapse of the  applicable  period of time
         specified in Section 13(d) of the 1934 Act) disclosing that such Person
         is the beneficial owner,  directly or indirectly,  of twenty percent or
         more of the  combined  voting  power  of the  outstanding  stock of the
         Company.

     (b) Purchase  by any  Person,  other  than the  Company  or a  wholly-owned
         subsidiary of the Company,  of shares  pursuant to a tender or exchange
         offer to acquire any stock of the Company  (or  securities  convertible
         into stock) for cash,  securities or any other  consideration  provided
         that,  after  consummation of the offer,  such Person is the beneficial
         owner (as  defined  in Rule  l3d-3  under the 1934  Act),  directly  or
         indirectly,  of twenty percent or more of the combined  voting power of
         the outstanding stock of the Company

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         (calculated  as provided in paragraph  (d) of Rule l3d-3 under the 1934
          Act in the case of rights to acquire stock).

     (c) Approval by the shareholders of the Company of a transaction  described
         in any of the following paragraphs:

         (1)  Any consolidation or merger of the Company in which the Company is
              not the  continuing or surviving  corporation or pursuant to which
              shares  of stock of the  Company  would be  converted  into  cash,
              securities or other property, other than a consolidation or merger
              of the Company in which holders of its stock  immediately prior to
              the  consolidation  or  merger  own at  least  a  majority  of the
              combined  voting power of the  outstanding  stock of the surviving
              corporation  immediately  after the consolidation or merger (or at
              least a majority of the combined  voting power of the  outstanding
              stock of a corporation  which owns  directly or indirectly  all of
              the voting stock of the surviving corporation).

         (2)  Any consolidation or merger in which the Company is the continuing
              or  surviving  corporation  but in which the  shareholders  of the
              Company  immediately  prior to the  consolidation or merger do not
              hold at  least a  majority  of the  combined  voting  power of the
              outstanding  stock  of the  continuing  or  surviving  corporation
              (except  where such  holders of stock hold at least a majority  of
              the  combined  voting  power  of  the  outstanding  stock  of  the
              corporation  which owns directly or  indirectly  all of the voting
              stock of the Company).

         (3)  Any sale, lease, exchange or other transfer (in one transaction or
              a series of related  transactions) of all or substantially all the
              assets of the Company  (except  such a transfer  to a  corporation
              which is wholly owned, directly or indirectly, by the Company), or
              any complete liquidation of the Company.

         (4)  Any merger or consolidation of the Company where, after the merger
              or  consolidation,  one Person owns 100% of the shares of stock of
              the  Company  (except  where the holders of the  Company's  voting
              stock  immediately  prior to such merger or  consolidation  own at
              least a majority of the combined  voting power of the  outstanding
              stock  of  such   Person   immediately   after   such   merger  or
              consolidation).

     (d) A change in the  majority of the members of the Board within a 24-month
         period unless the election or nomination for election by the  Company's
         shareholders of each new director was approved by the vote of at  least
         two-thirds of the directors then still in office who were in office at
         the beginning of the 24-month period.

A Change In Control  occurs on the date that an event  described  in  subsection
(a), (b) or (d) occurs. In the case of a transaction described in subsection (c)
which is subject to approval by the  shareholders,  the Change In Control occurs
on the date the transaction is completed.

     Sec. 2.6 Committee.  "Committee"  means the  Compensation  Committee of the
Board or such other committee as may be appointed by the Board to administer the
Plan. However, no member of the Committee who is also a Participant in this Plan
may participate in or vote on any matter involving the Plan.

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        Sec. 2.7 Final Average Compensation.  "Final Average Compensation" means
the average of the highest three  calendar  years of  Compensation  to which the
Participant  is  entitled  from  the  Participating  Employers  during  the five
calendar  year  period  immediately  preceding  the  calendar  year in which the
Participant's retirement or other separation from service occurs (or the average
of the years during such period in which the Participant received  Compensation,
if the Participant  received  Compensation in fewer than three such years).  For
purposes  of this  Section,  the  Participant's  Compensation  for a year is the
Participant's  base pay from the Participating  Employers as of December 31st of
that  year,  plus any bonus  earned by the  Participant  for that year under the
Company's Annual Incentive Plan (before any reductions for pre-tax contributions
under any Company  401(k)  savings  plan,  deferred  compensation  plan or other
benefit plan, and before withholding of taxes).

     Sec. 2.8 Normal Retirement  Benefit.  "Normal Retirement Benefit" means the
benefit calculated under Sec. 4. 1.

     Sec. 2.9 Normal Retirement Date.  "Normal  Retirement Date" means the first
day of the calendar month  coincident  with or next following the  Participant's
attainment of age 62.

     Sec. 2.10 Participant. "Participant" means an individual defined as such in
Sec. 3. 1.

     Sec.  2.11 Plan Year.  "Plan  Year" means the  12-consecutive-month  period
commencing January I and ending December 31.

     Sec.  2.12 PSCo  SERP.  "PSCo  SERP"  means the Public  Service  Company of
Colorado  Supplemental  Executive Retirement Plan for Key Employees as in effect
on August 1, 1997.

     Sec. 2.13 Retirement Plan. "Retirement Plan" means the New Century Energies
Retirement Plan, as it may be amended from time to time.

     Sec.  2.14 SPS SERP.  "SPS  SERP"  means the  Southwestern  Public  Service
Company Supplemental Retirement Income Plan as in effect on August 1, 1997.

     Sec. 2.15 Successor  Employer.  "Successor  Employer" means any entity that
succeeds  to the  business  of the  Company  or another  Participating  Employer
through merger,  consolidation,  acquisition of all or substantially  all of its
assets, or any other means.

        Sec. 2.16 Year of Vesting  Service.  "Year of Vesting  Service"  means a
Plan  Year in which an  individual  is a  Participant  in this Plan for all or a
portion  of  the  Plan  Year,  measured  in  years  and  completed  months  as a
Participant  (with each completed  month expressed as one-twelfth of a year). In
calculating Years of Vesting Service, an individual who becomes a Participant as
of the  Effective  Date  shall  receive  retroactive  credit  for all  years  of
participation credited to the Participant for purposes of vesting under the PSCo
SERP or the SPS SERP prior to the Effective Date.


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                                 ARTICLE III

                                PARTICIPATION

        Sec. 3.1 Eligibility for  Participation.  A select  management or highly
compensated  employee of the  Company or another  Participating  Employer  shall
become a Participant in the Plan upon being  designated as such by the Committee
in a written  notice issued by the Committee to the  Participant  at the time of
the designation, effective as of the date specified in the notice and subject to
any additional conditions or limitations specified in the notice.

        Sec. 3.2  Cessation of  Participation.  An employee  shall cease to be a
Participant  on the pa  earliest  of (i)  the  date  he or she  ceases  to be an
employee  of the  Participating  Employers,  (ii) the date he or she  receives a
written  notice from the Committee  revoking his or her status as a Participant,
or (iii) the date he or she fails to meet the  requirements  of any  regulations
which may be issued by the U.S.  Department  of Labor  that  define  the  phrase
"select  group of  management  or highly  compensated  employees"  under  ERISA.
Service or earnings  after the date the  individual  ceases to be a  Participant
shall be disregarded for purposes of this Plan, but the individual  shall remain
entitled to any benefits  under this Plan which have become vested prior to that
date.

     Sec.  3.3 No Guarantee of  Employment.  Participation  in the Plan does not
constitute  a  guarantee  or  contract  of  employment  with  the  Participating
Employers.  Such  participation  shall in no way  interfere  with any rights the
Participating  Employers  would  have in the  absence of such  participation  to
determine  the  duration of the  employee's  employment  with the  Participating
Employers.

                                  ARTICLE IV

                                   BENEFITS

     Sec. 4.1 Amount of Normal Retirement Benefit.  Subject to the provisions of
Sections 4.2 and 4.3 below, the Normal  Retirement  Benefit under this Plan of a
Participant  who is vested under Sec. 4.3 shall be a monthly amount equal to the
excess,  if any,  of the amount  determined  in  subsection  (a) over the amount
determined in subsection (b):

     (a) One-twelfth  of 55 % of the  Participant's  Final Average  Compensation
         multiplied by the Participant's Accrual Percentage.

     (b) The  monthly  pension to which the  Participant  is entitled to receive
         under the Retirement Plan in the form of a life-only annuity commencing
         on  the  first  day  of the  month  following  the  later  of  (i)  the
         Participant's  normal retirement age under the Retirement Plan, or (ii)
         the date the Participant's  retirement or other separation from service
         with  the  Participating   Employers  occurs.   This  amount  shall  be
         determined  without  regard  to  the  actual  benefit  paid  under  the
         Retirement  Plan or the  actual  time or form of such  benefit.  If the
         Participant  has elected under the Retirement  Plan to have all or part
         of the Participant's  "Retirement  Program Credits"  contributed to the
         New Century Energies,  Inc. Employees' Savings and Stock Ownership Plan
         for Non-Bargaining  Unit Employees,  or any successor to such plan, the
         monthly pension determined under this subsection (b) shall be increased
         to reflect the amount

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         to which the Participant  would have been entitled under the Retirement
         Plan if such credits had instead been allocated to the Retirement Plan.

     Sec.  4.2  Special  Provisions  for PSCo and SPS  SERP  Participation.  For
Participants who participated in the PSCo SERP or the SPS SERP on the day before
the Effective  Date, the Normal  Retirement  Benefit under Sec. 4.1 shall not be
less than the Actuarial  Equivalent  (expressed in the Normal Form payable under
Sec. 5. 1) of whichever of the following benefits is applicable:

     (a) If the Participant retires or otherwise separates from service with the
         Participating  Employers  prior to May 1,  2000,  the  accrued  benefit
         determined  as of the date of  separation  from service  under the PSCo
         SERP  or  the  SPS  SERP  (whichever  covered  the  Participant  on the
         Effective Date).

     (b) If the Participant retires or otherwise separates from service with the
         Participating  Employers on or after May 1, 2000,  the accrued  benefit
         determined  under the PSCo SERP or the SPS SERP (whichever  covered the
         Participant  on the  Effective  Date),  determined by assuming that the
         Participant separated from service on May 1, 2000. However, whether the
         Participant  is vested in such benefit shall be determined  pursuant to
         Sec.  4.3  of  this  Plan  as of  the  date  the  Participant's  actual
         separation from service occurs.

     Sec. 4.3 Vesting of Benefit.  A  Participant's  Normal  Retirement  Benefit
shall become vested upon the earlier of

     (a) The Participant's completion of five Years of Vesting Service.

     (b) The Participant's attainment of age 60.

Notwithstanding  the  foregoing,  the  Participant  shall  not be  vested in any
benefit  under  this  Plan and the  entire  benefit  shall be  forfeited  if the
Participant's  employment  is terminated  by his or her  Participating  Employer
because of the  Participant's  fraud or dishonesty  which has resulted in, or is
likely to result in, material  economic damage to a Participating  Employer,  as
determined in good faith by the Committee.  The  determination  of the Committee
with respect to the  Participant's  conduct shall be conclusive,  whether or not
there are  related  judicial  or other  proceedings  and  without  regard to the
outcome of any such  proceeding.  A  Participant  who is not  vested  under this
Section  on the date his or her  retirement  or other  separation  from  service
occurs shall not be eligible to receive any benefit under this Plan.



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                                  ARTICLE V

                    FORM OF PAYMENT AND COMMENCEMENT DATE

     Sec. 5.1 Normal Form. In the event of the Participant's retirement or other
separation from service (except for death or disability) with the  Participating
Employers on or after  attaining  age 62,  payment of the  Participant's  vested
Normal  Retirement  Benefit  shall  commence  on the  first  day  of  the  month
coinciding  with or next  following  the date on which such  retirement or other
separation  from service  occurs and continue  each month  thereafter  until 240
monthly payments have been made.

        Sec. 5.2 Reduction for Early Retirement.  In the event the Participant's
retirement or other  separation  from service  (except for death or  disability)
from the  Participating  Employers  occurs prior to his or her attainment of age
62, the Normal  Retirement  Benefit will be paid  commencing on the first day of
the month following the, later of (i) the date the  Participant  attains age 55,
or  (ii)  the  date  the  separation  from  service  occurred,  unless  a  later
commencement  date is  elected  pursuant  to Sec.  5.3,  but shall in all events
commence by the first day of the month  coinciding  with or next  following  the
date the  Participant  attains age 62. The payments  shall  continue  each month
thereafter  until a total of 240 monthly  payments have been made. The amount of
the Participant's Normal Retirement Benefit shall be reduced by five-twelfths of
one percent for each month by which the commencement date precedes the first day
of the month  coinciding  with or next following the date the  Participant  will
attain age 62.

     Sec. 5.3 Optional  Forms.  Upon written  application  by a Participant  not
later than 12 months before the date payments are to commence under Sec. 5. 1 or
5.2, or with Committee  consent (which shall be granted in its sole  discretion)
for  periods of less than 12 months  before  said date,  the  benefit to which a
Participant  is entitled  under Sec.  5.1 or Sec.  5.2 shall be  payable,  on an
Actuarial  Equivalent  basis, in the form of a single lump sum or in the form of
any annuity option permitted under the Retirement Plan.

        Sec.  5.4  Commencement  Date. Retirement  benefits  shall  commence  in
accordance  with Sec. 5.1 and Sec. 5.2;  provided,  however,  that the Committee
may, in its discretion,  after receiving a Participant's lump sum election under
Sec.  5.3,  determine  that  payment  shall be made at a later  date  than  that
specified or requested by the Participant. In the event that all or a portion of
any  payment  under  this  Article  V shall  be  rendered  nondeductible  by the
Participating  Employers pursuant to Internal Revenue Code Section 162(m) or any
successor provision at the time of the Participant's  retirement or termination,
the Committee shall defer any such  nondeductible  portion to a time period when
such payment would otherwise be deductible by the Participating  Employers,  and
shall adjust the deferred  payment on an Actuarial  Equivalent  basis to reflect
the date payment is actually made.

        Sec.  5.5  Disability  Before  Retirement.   If,  while  employed  by  a
Participating  Employer, a Participant becomes totally and permanently disabled,
as  determined by the  Committee,  and is separated  from  service,  the monthly
vested Normal Retirement  Benefit shall be paid to the Participant  beginning on
the first day of the month  following the date of the  Participant's  separation
from service,  without any reduction for early commencement of the payments, and
shall  continue  until a total of 240  monthly  payments  have  been  made.  For
purposes of this Section, "disabled" means, for a period of up to 24 consecutive
months,  a  Participant's  inability  as a result of an  accident  or illness to
perform the essential  functions of the  Participant's  current  position or any
position the Participant held within the 90 day period immediately prior to such
accident or illness, and at the end of said 24 month period, the Participant is



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permanently  unable  to  engage  in any and every  occupation  or  business  for
compensation  or profit  for  which  the  Participant  is  reasonably  fitted by
education, training or experience.

        Sec.  5.6  Death  Prior  to  Termination  of  Employment.  If  a  vested
Participant  dies  while  employed  by a  Participating  Employer  (and prior to
commencement of a pension due to disability  under Sec. 5.5), the  Participant's
Beneficiary  shall receive,  beginning the first day of the month  following the
Participant's  death, a monthly payment equal to 50% of the Participant's Normal
Retirement  Benefit until a total of 240 monthly  payments have been made to the
Beneficiary.

     Sec. 5.7 Death After  Termination  of Employment.  If a vested  Participant
dies  after  leaving  the  employ of the  Participating  Employers  and prior to
Participant's  receipt of 240 benefit payments,  the  Participant's  Beneficiary
shall receive payments determined as follows:

     (a) The  monthly  payment  will be an  amount  which  is  equal  to 50 % of
         Participant's  monthly vested Normal  Retirement  Benefit from the Plan
         which  the   Participant  was  receiving   immediately   preceding  the
         Participant's  death,  (or would have been  entitled  to  receive  upon
         attaining age 62 if the Participant died prior to commencing to receive
         payments).

     (b) The  monthly  benefit  determined  under  subsection  (a) shall be paid
         beginning  the first  day of the  month  after the date of death if the
         Participant was receiving  payments prior to death, and otherwise shall
         commence  on  the  first  day of  the  month  following  the  date  the
         Participant  would have attained age 62.  Payments shall cease when the
         Participant and the Participant's  Beneficiary have received a total of
         240 monthly benefit payments collectively.

     (c) The  Committee  may in its sole  discretion  pay any benefit under this
Section in a lump sum in accordance  with Sec. 5.3 or may pay a reduced  benefit
determined  pursuant  to Sec.  5.2  commencing  at any  time  determined  by the
Committee after the later of the Participant's death or the date the Participant
would have attained age 55.

        Sec. 5.8 Benefit Upon Change In Control.  If a Participant's  retirement
or other separation from service with the Participating  Employers occurs within
24 months after a Change In Control,  notwithstanding any provision of this Plan
to the contrary, the Participant's entire benefit hereunder shall be paid within
30 days following the separation  from service in a single lump stun that is the
Actuarial  Equivalent  of the  benefit to which the  Participant  was  otherwise
entitled.

                                  ARTICLE VI

                                ADMINISTRATION

        Sec. 6.1 Administration by the Committee. The Committee shall administer
the Plan, establish,  adopt, or revise such rules and regulations as it may deem
necessary or advisable for the on of the Plan and  interpret  the  provisions of
the Plan.  The  Committee  shall have  discretionary  authority to interpret the
Plan, and the interpretations of the Committee shall be conclusive.

        Sec. 6.2  Withholding  of Taxes.  The benefits  payable  under this Plan
shall be subject to the deduction of any federal,  state,  or local income taxes
or other  taxes  which  are  required  to be  withheld  from  such  payments  by
applicable laws and regulations.



                                       -8-
<PAGE>


        Sec.  6.3  Unfunded  and  Unsecured  Plan.  The Plan is an unfunded  and
unsecured  nonqualified  plan for federal  income tax,  ERISA and  Department of
Labor purposes.  It is a condition of the Plan, and each  Participant  expressly
agrees, that the Participant and the Participant's Beneficiary shall look solely
to the Participating  Employers for payment of benefits under the Plan,  whether
such payments are made from the general funds of the Participating  Employers or
otherwise.  No Participant or Beneficiary shall have any interest  whatsoever in
any  specific  asset of the  Participating  Employers.  To the  extent  that any
Participant or Beneficiary acquires a right to receive payments under this Plan,
such right shall be no greater than the right of any unsecured  general creditor
of the Participating Employers.

                                 ARTICLE VII

                          AMENDMENT AND TERMINATION 

        Sec. 7.1 Amendment. The Board may amend the Plan at any time in whole or
in part for any reason.  No amendment  shall  decrease  the  benefits  that have
accrued under the Plan prior to the date of such amendment based on earnings and
service prior to such date,  but the amendment may decrease or eliminate  future
accruals  (including  any  continuing  accruals under the provisions of the PSCo
SERP or the SPS SERP).

        Sec. 7.2  Termination  of Plan.  The Board may terminate the Plan at any
time. After such termination, no employee shall become a Participant, no further
benefits  shall accrue under the Plan,  and each  Participant  shall become 100%
vested  in  the  benefit  accrued  prior  to the  date  of  termination.  At the
discretion of the  Committee,  the benefits  accrued prior to termination of the
Plan may be either distributed to Participants (or Beneficiaries in the event of
death) in a lump sum on an Actuarial Equivalent basis as of a date determined by
the  Committee  which  is after  the  date of  termination,  or  distributed  in
accordance with Article V.

                                 ARTICLE VIII

                                MISCELLANEOUS

     Sec. 8.1 Designation of Beneficiary.  Each  Participant  under the Plan may
name  any  Beneficiary  or  Beneficiaries  (who  may be  named  contingently  or
successively)  to  whom  any  benefit  under  the  Plan  otherwise  due  to  the
Participant may be paid in case of the Participant's  death before receiving any
or all of such  benefit.  Any  subsequent  designation  shall  revoke  all prior
designations by the same  Participant.  If the Participant  does not designate a
beneficiary,  or if none of those  designated  are alive or existing at the time
the  Beneficiary  is to be identified to receive a benefit under the Plan, or if
the  person  receiving  benefits  as the  beneficiary  hereunder  dies  with  no
contingent  beneficiary  designated,  the Beneficiary shall be the Participant's
estate.

     Sec. 8.2 Benefits May Not Be Assigned or  Alienated.  Neither a Participant
nor any Beneficiary shall have the right to sell, assign, transfer,  encumber or
otherwise  convey any right to receive  any  payment  hereunder.  No part of the
amounts payable  hereunder shall be subject to seizure or sequestration  for the
payment of any debts or judgments owed by a Participant or any other person.



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<PAGE>


        Sec. 8.3  Headings. Headings at the beginning of articles and sections 
hereof are for convenience of reference, shall not be considered a part of the 
text of the Plan, and shall not influence its construction.

        Sec. 8.4  Capitalized Definitions. Capitalized terms used in the Plan
shall have their meaning as defined in the Plan unless the context clearly
indicates to the contrary.

        Sec. 8.5  Gender. Any references to the masculine gender include the
feminine and vice versa.

        Sec. 8.6  Use of Compounds of Word "Here". Use of the words "hereof",
"herein", "hereunder", or similar compounds of the word "here" shall mean and
refer to the entire Plan unless the context clearly indicates to the contrary.

        Sec. 8.7  Construed as a Whole. The provisions of the Plan shall be
construed as a whole in such manner as to carry out the provisions hereof and
shall not be construed separately without relation to the context.

        IN WITNESS  WHEREOF,  the Company has caused this Plan to be executed by
its duly authorized officer this 3rd day of August, 1998.

                                                NEW CENTURY ENERGIES, INC.

                                                  /s/ Bill D. Helton
                                                  ------------------
                                                By  Bill D. Helton
                                                Its Chief Executive Officer



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