Exhibit 10(d)1

New Century Energies, Inc. Directors'
Voluntary Deferral Plan

Article 1. Establishment and Purpose of the Plan

      1.1  Establishment.  New Century Energies,  Inc., a Delaware  corporation,
(the  "Company"),  hereby  establishes,  as of the effective  date of the merger
between  Public  Service  Company of Colorado and  Southwestern  Public  Service
Company,  a deferred  compensation  plan for nonemployee  directors as described
herein,  which  shall be  known as the New  Century  Energies,  Inc.  Directors'
Voluntary  Deferral Plan (the "Plan").  The Plan shall assume the liabilities of
the  predecessor   companies  under  the  Public  Service  Company  of  Colorado
Directors'  Voluntary  Deferral Plan or the Southwestern  Public Service Company
Directors' Deferred  Compensation Plan with respect to any nonemployee  director
of either such  predecessor  company who becomes a  nonemployee  director of the
Company.

      1.2 Purpose.  The Plan is intended to provide a means whereby  nonemployee
directors  of the  Company  may  voluntarily  defer  all or a  portion  of their
compensation, subject the terms of the Plan.

Article 2. Administration

      The  Plan  shall  be  administered  by  the  Compensation  Committee  (the
"Committee")  of the  Board of  Directors  (the  "Board")  of the  Company.  The
Committee is authorized to interpret the Plan and may, from time to time,  adopt
such rules and  regulations,  consistent  with the provisions of the Plan, as it
may deem  advisable  to  carry  out the  Plan.  All  determinations  made by the
Committee shall be final.

      The Vice  President  of  Human  Resources  of the  Company  shall,  as the
delegatee of the Committee, be responsible for the day-to-day  administration of
the Plan,  including but not limited to, accepting  deferral  election forms and
accounting for deferrals and distributions under the Plan.

Article 3. Participation in the Plan

      3.1 Eligibility.  All nonemployee  directors of the Company  ("Directors")
shall be eligible to  participate in the Plan. A Director shall be considered to
be a Director  until the close of business on the day  preceding  the earlier of
(i) the first date the individual  becomes a common-law  employee of the Company
or any affiliate of the Company, or (ii) the first date the individual ceases to
be a member of the Board for any reason whatsoever.

      3.2 Election to  Participate.  An eligible  Director may elect to become a
participant in the Plan ("Participant") by electing to defer all or a portion of
his/her  annual  retainer and meeting  fees  ("Compensation").  A separate  such
election shall be allowed with respect to the cash portion of  Compensation  and
with respect to the equity portion of Compensation, with the deferral percentage
with respect to each portion being in such  increments as shall be prescribed by
the Committee. Any such



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election  shall  apply to the  Participant's  Compensation  earned  on or after
January 1 of the following calendar year.

      Notwithstanding  the  foregoing,  with respect to an individual  who first
becomes a  Director  on a day other  than the first day of a  calendar  year and
elects  to  participate  in that  year,  any such  election  shall  apply to the
Participant's  Compensation  during  the  calendar  year in which  he/she  first
becomes a Director and subsequent years.

      3.3 Time and Manner of Making  Elections.  Any election as to Compensation
which may be made by a Participant  must be made on or before December 31 of the
year preceding the calendar year to which the election relates;  provided,  that
with respect to an individual  who first becomes a Director  after the beginning
of a calendar year, any such election with respect to the calendar year in which
he/she  first  becomes a Director  must be made  within  thirty  (30) days after
becoming a Director.  With respect to deferrals of  Compensation to be earned in
1997 after the effective date of the Plan,  elections must be made within thirty
(30) days after the effective date of the Plan.  All deferral  elections must be
made on such form as shall be prescribed for this purpose by the Committee.

      3.4 Nature of Elections. Any election as to Compensation which may be made
by a  Participant  with respect to any calendar year shall be  irrevocable  once
made; provided,  however,  that a Director may stop participation in the Plan or
change the  percentage  deferred by delivering  written notice to the Company by
December 31 in the year prior to the year in which Compensation is earned.  Such
written  notice of  termination  of  participation  or change in the  percentage
deferred must be made on such form as may be prescribed  for this purpose by the
Committee.

      Plan  provisions  to the  contrary  notwithstanding,  any  election  as to
Compensation  made by a Participant  with respect to any calendar  year,  unless
changed or revoked by the  Participant  prior to the  expiration of the time for
making such election with respect to each  subsequent  calendar  year,  shall be
deemed to have been made with respect to each subsequent calendar year.

Article 4. Deferred Compensation Account

      4.1  Directors'  Accounts.   The  Company  shall  establish  and  maintain
individual  bookkeeping  accounts  to reflect  deferrals  made by a  Participant
pursuant to this Plan and accounts  transferred  from the Public Service Company
of  Colorado  Directors'  Voluntary  Deferral  Plan or the  Southwestern  Public
Service  Company   Directors'   Deferred   Compensation   Plan.  Two  individual
bookkeeping  accounts shall be maintained with respect to each Participant to be
referred to as a "Cash Account" and a "Stock Account".

      The Participant  shall designate that deferrals made pursuant to this Plan
are to be  credited  to either the Cash  Account or the Stock  Account or that a
portion of such  deferrals,  in such  increments  as shall be  prescribed by the
Committee,  are to be  credited  to  either  of the Cash  Account  or the  Stock
Account.  Such designation shall be made on such form as shall be prescribed for
this purpose by the Company, and

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shall continue in effect with respect to all subsequent  deferrals until changed
effective as of any January 1 by the Participant.

      The  appropriate  account  shall be  credited  as of the  date the  amount
deferred otherwise would have become due and payable to the Participant.

      4.2  Additions to Cash  Accounts.  The balance of a Cash Account  shall be
reflected in United States Dollars.

      As of the first day of the month after the effective  date of the Plan, an
opening balance shall be credited to the Cash Account of each Participant  equal
to the balance  credited to the Participant  under the Public Service Company of
Colorado Director's Voluntary Deferral Plan, or the balance credited to the Cash
Account  of the  Participant  under  the  Southwestern  Public  Service  Company
Directors'  Deferred  Compensation  Plan, as appropriate,  as of the immediately
preceding day.

      The Cash Account  shall accrue  interest each year at the rate on 1 0-Year
Treasury Notes as of the last auction date of the prior year, or such other rate
as shall be determined by the Compensation  Committee.  Each  Participant's Cash
Account  shall be  credited  with  interest  on the last day of each  month.  An
interest rate, which when compounded  monthly equals the  pre-determined  annual
interest accrual, shall be applied to each month's beginning balance.

      4.3 Additions to Stock  Accounts.  The balance of a Stock Account shall be
reflected in "Stock Units".

      As of the effective date of the Plan, an opening balance shall be credited
to  the  Stock  Account  of  each  Participant  who  was a  participant  in  the
Southwestern Public Service Company Directors' Deferred  Compensation Plan equal
to the  number  of  shares  or  units  credited  to  the  Stock  Account  of the
Participant  under such plan as of the  immediately  preceding  day converted to
Stock  Units on such  basis as  shares of common  stock of  Southwestern  Public
Service  Company are  converted in the merger into shares of common stock of the
Company ("Company Stock").

      As of the date on which  Compensation  affected by a deferral election and
to be credited to a  Participant's  Stock Account would otherwise have been paid
to the  Participant,  the  Participant's  Stock Account shall be credited with a
number of Stock  Units equal to the number of shares of Company  Stock,  to four
decimal  places,  that could have been  purchased  with such  deferrals at a per
share price equal to the  arithmetic  mean between the highest and lowest quoted
selling  prices on the New York Stock  Exchange  Composite  Tape on the date the
Compensation would otherwise have been paid to the Participant (or, if there are
no sales on such date,  then such  arithmetic mean on the next succeeding day on
which there are sales will be used).

      As of the  payment  date of any cash  dividend  on  outstanding  shares of
Company Stock, each Participant's  Stock Account shall be credited with a number
of  additional  Stock Units equal to the number of shares of Company  Stock,  to
four decimal  places,  that could have been  purchased  with the base amount (as
defined  below) at a per share price equal to the  arithmetic  mean  between the
highest and lowest selling prices

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on the New  York  Stock  Exchange  Composite  Tape for the  payment  date of the
dividend (or, if there are no sales on that date,  then the  arithmetic  mean on
the next  succeeding  day on which  there  are sales  will be  used).  The "base
amount" for  purposes of this  calculation  means the dollar  amount of the cash
dividends  that  would have been paid with  respect  to a number of  outstanding
shares of Company Stock equal to the number of Stock Units (including fractions)
credited  to the  Participant's  Stock  Account  as of the  record  date of such
dividend  (assuming  that  fractional  shares  could be held of record  and that
dividends were paid with respect thereto).

      As of the  payment  date of any  stock  dividend,  stock  split  or  other
distribution on outstanding  shares of Company Stock, each  Participant's  Stock
Account shall be credited  with a number of additional  Stock Units equal to the
number of shares of Company Stock that would have been  distributed with respect
to a number of outstanding  shares of Company Stock equal to the number of Stock
Units (including  fractions)  credited to the Participant's  Stock Account as of
the record date of such  dividend,  split or other  distribution  (assuming that
fractional  shares  could be held of  record  and that  the  dividend,  split or
distribution  was paid with respect  thereto) or the number of shares of Company
Stock that  could  have been  purchased  with the cash  equivalent  of any other
distribution. In the case of a stock dividend, stock split or other distribution
where the  ex-date is after the record  date,  any Stock  Units  credited to the
Participant's  Stock  Account as of the record date of such  dividend,  split or
other distribution but with respect to which a distribution has been made to the
Participant  after the record date and prior to the ex-date will be  disregarded
for purposes of determining the additional credit under this paragraph.

      In the event that the Company  shall at any time be  consolidated  with or
merged with any other  corporation and the Company is not the surviving  entity,
the amounts credited to each  Participant's  Stock Account shall be a continuing
liability of the continuing entity and the number of Stock Units credited to the
Participant's  Stock Account  immediately  prior to the merger or  consolidation
(including  fractions) shall be converted to an equivalent number of Stock Units
based upon the common  stock of such  continuing  entity  (including  fractional
shares)  or other  consideration  on the same  basis as issued  and  outstanding
shares of  Company  Stock are  exchanged  for shares of such  continuing  entity
(assuming  fractional  shares could have been so exchanged  and that  fractional
shares of the continuing entity would have been issued) or other  consideration.
Alternatively,  each Participant may demand,  or the Compensation  Committee may
require,  that a payment be made as of the day preceding  the effective  date of
such consolidation or merger of a cash amount equal to the number of Stock Units
credited  to the  Participant's  Stock  Account  on such day  multiplied  by the
arithmetic  mean  between the highest  and lowest  selling  prices for shares of
Company Stock on the New York Stock Exchange  Composite Tape on such day (or, if
there are no sales on such day, such  arithmetic  mean on the next preceding day
on which there are such sales will be used). Such demand made by the Participant
shall be in writing and shall not be effective  unless filed with the  Secretary
of the  Company  not later than the day  preceding  the  effective  date of such
consolidation or merger.

      4.4 Charges  Against  Accounts.  Any  payments  made to a  Participant  or
his/her  beneficiary shall be charged against the Participant's  Cash Account or
Stock Account, as appropriate.

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      4.5  Designation  of  Beneficiary.  Each  Participant  shall  designate  a
beneficiary or beneficiaries who, upon the Participant's death, will receive the
amounts that otherwise would have been paid to the  Participant  under the Plan.
All  designations  shall be  signed  by the  Participant  and shall be made on a
"Beneficiary  Designation  Form." Each designation  shall be effective as of the
date delivered by the  Participant  to the Vice President of Human  Resources of
the Company.

      Participants may change their designations of beneficiary by execution and
delivery of a new  Beneficiary  Designation  Form to the Vice President of Human
Resources  of the  Company.  The  payment of amounts  under the Plan shall be in
accordance with the last unrevoked  Beneficiary  Designation  Form that has been
signed by the Participant and delivered by the Participant to the Vice President
of Human Resources prior to the Participant's death.

      In the event that all  beneficiaries  named by a  Participant  pursuant to
this Section 4.5 predecease  the  Participant,  the deferred  amounts that would
have been paid to the Participant or the  Participant's  beneficiaries  shall be
paid to the Participant's estate.

      In the event that a Participant  does not designate a beneficiary,  or for
any reason such  designation  is  ineffective,  in whole or in part, the amounts
that  otherwise  would have been paid to the  Participant  or the  Participant's
beneficiaries under the Plan shall be paid to the Participant's estate.

Article 5. Payment Generally

      5.1 Payment  Generally.  Payment of a Participant's  Cash Account shall be
made in a single lump-sum cash payment or in five (5) annual cash  installments,
as elected by the Participant, beginning as soon as administratively practicable
following  termination as an active member of the Board.  The Participant  shall
make his/her election at the time of his/her  deferral  election on such form as
shall be prescribed for this purpose by the Committee.

      Payment  of a  Participant's  Stock  Account  shall be made in  shares  of
Company  Stock  in  certificate  form,  with the  payment  to be made as soon as
administratively  practicable  following  termination as an active member of the
Board.  The number of shares paid will equal the number of Stock Units  credited
to the  Participant's  Stock Account on his/her last day of service as an active
member of the  Board  (with a cash  equivalent  paid for any  fraction).  If any
additional Stock Units will be credited to the Participant's Stock Account after
his/her  last day of service  as an active  member of the Board as a result of a
cash or stock  dividend  paid after such date,  then,  at the  discretion of the
Committee, the payment to the Participant or his/her beneficiary may be deferred
until after the payment date of such  dividend or an  additional  payment may be
made  consisting of an additional  number of shares equal to the number of Stock
Units credited as a result of such dividend.

      5.2 Hardship Withdrawals.  The Committee shall have the authority to alter
the timing or manner of payment of deferred amounts in the event the Participant
establishes, to the satisfaction of the Committee, severe financial hardship. In
such

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event,  the  Committee  may,  in its  sole  discretion,  take one or more of the
following actions:

     (i)  Authorize  the  cessation of deferrals by such  Participant  under the
          Plan.

     (ii) Provide  that all, or a portion,  of the balance of the  Participant's
          Cash Account and/or Stock Account shall  immediately be paid in a lump
          sum cash payment.

    (iii) Provide  that all, or a portion,  of the  installment  payable  over a
          period of time shall immediately be paid in a lump sum cash payment.

     (iv) Provide  for  such  other  installment   payment  schedule  as  deemed
          appropriate by the Committee under the circumstances.

      For purposes of this Section 5.2, "severe  financial  hardship" shall mean
any  financial   hardship   resulting  from   extraordinary   and  unforeseeable
circumstances  arising  as a result  of one or more  recent  events  beyond  the
control of the Participant.  In any event, payment may not be made to the extent
such emergency is or may be relieved:  (i) through reimbursement or compensation
by insurance or otherwise,  (ii) by liquidation of Participant's  assets, to the
extent the  liquidation  of such assets would not itself cause severe  financial
hardship;  and (iii) by cessation of deferrals  under the Plan.  Withdrawals  of
amounts  because of a severe  financial  hardship  may only be  permitted to the
extent  reasonably  necessary to satisfy the hardship.  Examples of what are not
considered  to be  severe  financial  hardships  include  the  need  to  send  a
Participant's   child  to  college  or  the  desire  to  purchase  a  home.  The
Participant's Cash Account and Stock Account will be adjusted in accordance with
the Plan up to the date of distribution.

      The severity of the financial  hardship  shall be judged by the Committee.
The Committee's  decision with respect to the severity of financial hardship and
the manner in which, if at all, the participant's future deferral  opportunities
shall  cease,  and/or the manner in which,  if at all,  the  payment of deferred
amounts  to the  Participant  shall be  altered  or  modified,  shall be  final,
conclusive, and not subject to appeal.

      5.3  Death or  Disability.  If a  Participant  dies or  becomes  disabled,
payment  of the entire  remaining  balance of  his/her  Cash  Account  and Stock
Account shall be made in a single  lump-sum  payment within thirty (30) calendar
days following death or termination as an active member of the Board.

      Payment  of the  Participant's  Cash  Account  (or the  remaining  portion
thereof) shall be made in cash.

      Payment  of a  Participant's  Stock  Account  shall be made in  shares  of
Company  Stock in  certificate  form.  The number of shares  paid will equal the
number of Stock Units  credited to the  Participant's  Stock  Account on his/her
last day of service  as an active  member of the Board  (with a cash  equivalent
paid for any fraction).  If any  additional  Stock Units will be credited to the
Participant's  Stock  Account  after  his/her  last day of  service as an active
member of the Board as a result of a cash or stock

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dividend paid after such date,  then, at the  discretion of the  Committee,  the
payment to the  Participant may be deferred until after the payment date of such
dividend or an additional payment may be made consisting of an additional number
of  shares  equal to the  number  of Stock  Units  credited  as a result of such
dividend.

      For purposes of this  section,  disability  shall mean total and permanent
disability  within the meaning of the pension plan sponsored by the Company,  as
determined in good faith by the Committee,  upon receipt of sufficient competent
medical advice from one or more individuals,  selected by the Committee, who are
qualified to give professional medical advice.

Article 6. Rights of Participants

      6.1 Contractual Obligation. The Plan shall create a contractual obligation
on  the  part  of the  Company  to  make  payments  to or  with  respect  to the
Participant when due under the terms of the Plan.  Payments shall be made out of
the general funds of the Company except as provided in Section 6.2.

      6.2 Unsecured  Interest. No  Participant or party  claiming an interest in
deferred amounts shall have any interest whatsoever in any specific asset of the
Company. To the extent that any party acquires a right to receive payments under
the  Plan,  such  right  shall be  equivalent  to that of an  unsecured  general
creditor of the Company.

      The Company may  establish  one or more  trusts,  with such trustee as the
Committee may approve,  for the purpose of providing for the payment of deferred
amounts.  Such  trust(s) may be  irrevocable,  but the assets  thereof  shall be
subject  to the claims of the  Company's  general  creditors.  To the extent any
deferred  amounts  under the Plan are  actually  paid from any such  trust,  the
Company shall have no further obligation with respect thereto, but to the extent
not so paid, such deferred amounts and contributions shall remain the obligation
of, and shall be paid by, the Company.

Article 7. Withholding of Taxes

      The Company hereby reserves the right to require  Participants to remit to
the  Company  an  amount  sufficient  to  satisfy  Federal,   state,  and  local
withholding  tax  requirements,  or to deduct from payments made pursuant to the
Plan, or from other  payments due from the Company to the  Participant,  amounts
sufficient to satisfy withholding tax requirements.

Article 8. Miscellaneous

      8.1  Nontransferability.  Participants'  rights to deferred  amounts,  and
interest  earned  thereon  under the Plan as well as other  compensation  earned
under the Plan may not be sold, transferred, assigned, or otherwise alienated or
hypothecated,  other than by will or by the laws of descent and distribution. In
no event shall the Company  make any payment  under the Plan to any  assignee or
creditor  of a  Participant.  Any funds so set aside or  acquired  shall  remain
subject to the claims of the creditors of the Company, present and future.

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      8.2  Severability.  In the event any  provision  of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      8.3 Amendment and  Termination.  The Company hereby  reserves the right to
amend, modify, or terminate the Plan or any part thereof,  from time to time, by
action of the  Committee  with  approval  by the  Board;  provided  that no such
amendment or  termination  shall in any  material  manner  adversely  affect any
Participant's rights to deferred amounts,  together with interest earned thereon
as well as other compensation  earned under the Plan, without the consent of the
Participant.

      8.4  Successors.  All  obligations  of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the  result of a direct  or  indirect  purchase,  merger,  consolidation,  or
otherwise,  of all or  substantially  all of the business  and/or  assets of the
Company.  Upon the  occurrence of such an event,  the term  "Company" as used in
this Agreement  shall be deemed to refer to such successor or survivor entity or
entities.

      8.5 Laws  Governing.  This plan shall be construed in accordance  with and
governed by the laws of the State of Colorado.

      8.6 Costs of the Plan. All costs of  implementing  and  administering  the
Plan shall be borne by the Company.

      8.7 Gender and Number.  Except where  otherwise  indicated by the context,
any masculine term used herein shall also include the feminine; the plural shall
include the singular, and the singular shall include the plural.


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