Exhibit 10
                       Form of Change in Control Agreement
                                     Between
                           New Century Energies, Inc.
                                       and
                                (Executive Name)

         THIS  AGREEMENT is made and entered into effective as of the 1st day of
     August,  1997  by and  between  NEW  CENTURY  ENERGIES,  INC.,  a  Delaware
     corporation  (hereinafter  "NCE") and (Executive  Name)  (hereinafter,  the
     "Executive").

            WHEREAS Executive is a valuable employee of NCE and an integral
part of its management; and

            WHEREAS NCE wishes to encourage  Executive  to continue  Executive's
career  with and  services  to NCE for the period  during and after an actual or
threatened Change In Control; and

            WHEREAS the Board of Directors of NCE has  determined  that it would
be in the best interests of NCE and its shareholders to assure continuity in the
management  of NCE in the event of a Change In  Control  by  entering  into this
Agreement with Executive;

            NOW, THEREFORE,  in consideration of the services to be performed by
Executive for NCE in the future, as well as the promises and covenants contained
in this Agreement, the parties agree as follows:

            Sec. 1.  DEFINITIONS.  For purposes of this Agreement, the
following capitalized terms shall have the meanings prescribed below:

            Sec. 1.1  Board.  "Board" means the Board of Directors of NCE.
Except where this Agreement requires that action be taken by a specified
percentage or number of the members of the Board, action on behalf of the
Board may be taken by its Executive Committee, or by any other committee or
individual specifically authorized to act on behalf of the Board by
resolution of the Board.

            Sec. 1.2  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 NCE 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 (the
         "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 NCE, 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 NCE.

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     (b) Purchase by any Person other than NCE or a  wholly-owned  subsidiary of
         NCE, of shares  pursuant  to a tender or exchange  offer to acquire any
         stock  of  NCE  (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
         13d-3 under the 1934 Act), directly or indirectly, of twenty percent or
         more of the  combined  voting  power  of the  outstanding  stock of NCE
         (calculated  as provided in paragraph  (d) of Rule 13d-3 under the 1934
         Act in the case of rights to acquire stock).

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

         (1)  Any  consolidation  or  merger  of NCE  in  which  NCE is not  the
              continuing or surviving corporation or pursuant to which shares of
              stock of NCE would be  converted  into cash,  securities  or other
              property,  other  than a  consolidation  or merger of NCE 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  NCE is the  continuing  or
              surviving  corporation  but  in  which  the  shareholders  of  NCE
              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 NCE).

         (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 NCE (except  such a transfer to a  corporation  which is
              wholly  owned,  directly or  indirectly,  by NCE), or any complete
              liquidation of NCE.

         (4)  Any  merger or  consolidation  of NCE  where,  after the merger or
              consolidation,  one Person owns 100% of the shares of stock of NCE
              (except where the holders of NCE'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  NCE'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.


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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. 1.3  Code.  "Code" means the Internal Revenue Code of 1986,
as amended.

            Sec. 1.4  Disability.  "Disability" or "Disabled" means the
inability of Executive as a result of physiological or psychological
condition to perform the essential functions of any position held by
Executive on or after the date a Change In Control occurred.

            Sec. 1.5 Discharge for Cause. Solely for purposes of this Agreement,
"Discharge  for Cause" means a  termination  of  Executive's  employment  by NCE
because of Executive's  fraud or dishonesty which has resulted,  or is likely to
result,  in material  economic  damage to NCE, as  determined in good faith by a
vote of  two-thirds of the  non-employee  directors at a meeting of the Board at
which Executive has been afforded an opportunity to be heard.

            Sec. 1.6  Good Reason.  "Good Reason" means the occurrence, on or
after the date of a Change In Control and without Executive's written
consent, of any of the following events or circumstances, as determined in
good faith by Executive:

     (a) A reduction in Executive's base salary in effect  immediately  prior to
         the Change In Control.

     (b) A material reduction in Executive's target  opportunity,  measured as a
         percentage  of base salary,  to earn annual or long-term  incentives or
         bonuses.

     (c) A failure to provide to Executive  employee  benefits  and  perquisites
         (other than  amounts  described in  subsections  (a) and (b)) which are
         reasonably  equivalent in the aggregate to those  provided to Executive
         immediately prior to the Change In Control.

     (d) A   material   reduction   by  NCE  of   Executive's   job  duties  and
         responsibilities  that  existed  immediately  prior  to the  Change  In
         Control,  including  but not limited to the  assignment to Executive of
         duties and  responsibilities  which are  materially  inconsistent  with
         those  of  Executive's  position  immediately  prior to the  Change  In
         Control.

     (e) Assignment or  reassignment of Executive to another place of employment
         that is more than 50 miles  (measured  by the  shortest  paved  highway
         route) from Executive's  place of employment  immediately  prior to the
         Change In Control.

     (f) A failure by NCE to pay to Executive when due any deferred compensation
         that was deferred by Executive prior to the Change in Control.

     (g) A failure  by NCE to  comply  with the  terms  and  conditions  of this
         Agreement.

Notwithstanding the foregoing:


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     (aa)An event or  circumstance  shall  not  constitute  Good  Reason  unless
         Executive  provides  written  notice  to NCE  specifying  the basis for
         Executive's  determination  that Good Reason  exists  within six months
         after the first day on which such Good Reason existed. If NCE cures the
         event or  circumstance  within 30 days of receiving such written notice
         (including   retroactive   restoration  of  any  lost  compensation  or
         benefits, where reasonably possible), Good Reason shall be deemed never
         to have existed.

     (bb)NCE and  Executive  may,  upon  mutual  written  agreement,  waive  any
         provision of this Section which would otherwise constitute Good Reason.

            Sec. 2. TERM OF AGREEMENT.  This Agreement shall become effective as
of the date written in the first paragraph of this Agreement and shall be for an
initial term ending on December 31, 1999.  The term of this  Agreement  shall be
automatically  extended on each December 31 for one  additional  calendar  year,
unless NCE provides written notice to Executive prior to a December 31 that this
sentence shall cease to apply on that December 31. (For example, on December 31,
1997,  the term will be  automatically  extended to December 31, 2000 unless NCE
gives written  notice to Executive  prior to December 31, 1997.) This  Agreement
will  apply  to any  Change  in  Control  that  occurs  during  the term of this
Agreement.

            Sec. 3.  ELIGIBILITY FOR BENEFITS.  Except as provided in
Sec. 3.1, if Executive is a full-time employee of NCE on the date a Change In
Control occurs, Executive shall be entitled to the benefits provided under
Sec. 4 following the occurrence of either of the following events:

     (a) Executive's  employment is  involuntarily  terminated by NCE during the
         36-month period following the Change In Control.

     (b) Executive  terminates  employment  with NCE for Good Reason  during the
         36-month  period  following  the Change In Control;  provided  that the
         period in which NCE could correct the Good Reason has expired.

            Sec. 3.1  Disqualification from Benefits.  Notwithstanding
Sec. 3, Executive shall not be eligible for any benefits under this Agreement
under any of the following circumstances:

     (a) NCE terminates Executive's employment due to Discharge for Cause.

     (b) Executive's  employment  with  NCE  terminates  due  to  Disability  or
         Executive's death.

     (c) Executive  voluntarily  terminates  employment without Good Reason. For
         purposes of this  Agreement,  a  voluntary  termination  of  employment
         includes any termination that qualifies as a form of "retirement" under
         any  employee  pension  benefit  plan  maintained  by NCE  that  covers
         Executive; provided that Good Reason does not exist at the time of such
         retirement.

     (d) Executive's employment is terminated pursuant to any policy of NCE that
         requires or permits  mandatory  retirement of Executive upon attainment
         of  a  specified  age  and  that  complies  with  applicable  laws  and
         regulations.


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<PAGE>


If this Sec. 3.1 applies,  Executive  shall be subject to the normal policies of
NCE regarding such events and shall be eligible for only such  compensation  and
benefits as would apply if this Agreement did not exist.

            Sec.  3.2  Anticipation  of Change In  Control.  If (i)  Executive's
employment  is  involuntarily  terminated by NCE, or Executive  terminates  such
employment  with NCE for  Good  Reason,  on or after  the date on which a public
announcement  is made by NCE of its  intention to  participate  in a transaction
which would  constitute a Change In Control,  (ii)  Executive  would be eligible
under Sec. 3 if the Change In Control had already occurred,  (iii) Sec. 3.1 does
not apply,  and (iv) the Change In Control  actually  occurs,  then  Executive's
employment  shall be  deemed  solely  for  purposes  of this  Agreement  to have
terminated under Sec. 3 on the date the Change In Control occurred and Executive
shall be entitled to the benefits provided under Sec. 4.

            Sec. 4.  BENEFITS.  If Executive is eligible under Sec. 3,
Executive will receive the benefits provided under Sec. 4.1 through Sec. 4.5.

            Sec. 4.1  Severance Payment.  Within five business days after
Executive's termination of employment under Sec. 3 occurs, NCE will pay to
Executive a lump sum equal to two and one-half times the sum of the amounts
determined under subsections (a) and (b):

     (a) Executive's  annual  base  salary  immediately  prior to the  Change In
         Control.

     (b) The average of the short- and long-term bonuses that Executive received
         for the two calendar years  immediately  preceding the date Executive's
         employment terminated. For purposes of this subsection:

         (1)  If Executive's employment terminates during 1997, the amount under
              this  subsection (b) shall be equal to the target award payable by
              NCE for 1997.

         (2)  If Executive's employment terminates during 1998, the amount under
              this subsection (b) shall be equal to the target award for 1998.

         (3)  If Executive's employment terminates during 1999, the amount under
              this  subsection  (b) shall be the average of the actual bonus for
              1998 and the target award for 1999.

         (4)  Any portion of a bonus that was paid or awarded in the form of NCE
              stock will be valued for  purposes of this  subsection  (b) at the
              closing price for such stock on the New York Stock Exchange on the
              most recent  business day  preceding  the date the cash portion of
              the award became payable to Executive  (disregarding  any election
              to defer said payment).

The payment under this Sec. 4.1 shall also include any accrued but unpaid salary
and pay for any  accrued  but unused  vacation  under  NCE's  policies  which is
outstanding on the date Executive's employment terminates.


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            Sec.  4.2 Stock  Options and  Restricted  Stock.  All stock  options
granted  to  Executive   which  are  outstanding  on  the  date  of  Executive's
termination of employment under Sec. 3 shall become vested, and all restrictions
on restricted shares of NCE stock granted to Executive shall lapse on that date.
All  of  Executive's  outstanding  stock  options  shall  be  exercisable  as if
Executive  had  remained  an employee  of NCE during the two and  one-half  year
period following the termination of Executive's employment.

            Sec. 4.3  Continuation of Welfare Benefits.  During the 30 month
period following Executive's termination of employment under Sec. 3,
Executive will be eligible for continuation of coverage for Executive and
Executive's eligible dependents under all life insurance, disability,
accident and health insurance coverage in effect at the time Executive's
employment terminated, subject to the following:

     (a) Such coverage  shall be provided under the same terms and conditions as
         apply to similarly situated active employees of NCE during such period.
         Executive  shall pay to NCE the  contribution,  if any,  required to be
         paid for such coverage by similarly  situated  active  employees of NCE
         during such period.

     (b) If a group insurance carrier refuses to provide the coverage  described
         in this Sec. 4.3 under its contract issued to NCE, or if NCE reasonably
         determines that the coverage required under this Sec. 4.3 would cause a
         welfare  plan  sponsored  by NCE to violate any  provision  of the Code
         prohibiting  discrimination in favor of highly compensated employees or
         key employees, NCE will use its best efforts to obtain for Executive an
         individual insurance policy providing comparable coverage.  However, if
         NCE  determines  in good  faith  that  comparable  coverage  cannot  be
         obtained for less than two times the premium or premium  equivalent for
         such coverage under NCE's welfare plan or plans,  NCE's sole obligation
         under this Sec.  4.3 with respect to that  coverage  will be limited to
         paying to  Executive  a monthly  amount  equal to two times the monthly
         premium or premium equivalent for that coverage under NCE's plans.

     (c) Benefits  provided to Executive or  Executive's  dependents  under this
         section  will be  secondary  to any  comparable  benefits  provided  by
         another employer to the extent permitted by applicable law.

            Sec. 4.4  Retirement Benefits.  Within five business days after
Executive's employment terminates under Sec. 3 (or as soon thereafter as the
amount payable under this section can reasonably be determined), NCE will pay
Executive a lump sum equal to the sum of the following amounts:

     (a) Retirement Plans. The present value of the additional  benefit to which
         Executive would be entitled under the qualified defined benefit pension
         plan and non-qualified  supplemental executive retirement plan, if any,
         that  covered  Executive  on the date  the  termination  of  employment
         occurred,  determined  by  assuming  that  Executive's  employment  had
         continued  for an  additional  30 months and that  Executive's  rate of
         compensation  being recognized by each such plan  immediately  prior to
         the  termination  of  employment  had  continued in effect  during such
         period.  The "present  value" for purposes of this subsection (a) shall
         be determined by using the actuarial equivalent
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     factors  specified  in the  qualified  defined  benefit  pension  plan  for
         determining lump sum distributions (disregarding any restriction on the
         size of lump sum distributions allowed).

     (b) Savings  Plans.  The sum of the  additional  contributions  (other than
         pre-tax salary  deferral  contributions  by Executive)  that would have
         been  made  or  credited  by NCE to  Executive's  accounts  under  each
         qualified  defined  contribution  plan and  non-qualified  supplemental
         executive  savings plan, if any, that covered Executive on the date the
         termination of employment occurred, determined by assuming that:

         (1)  Executive's employment had continued for an additional 30 months.

         (2)  Executive's  rate of  compensation  being  recognized by each plan
              immediately  prior to the  termination of employment had continued
              in effect during such period.

         (3)  In the case of matching contributions, Executive's rate of pre-tax
              salary deferral  contributions in effect  immediately prior to the
              termination of employment had remained in effect  throughout  such
              period.

         (4)  In the case of  discretionary  contributions by NCE, NCE continued
              to make such  contributions  during  such  period at the rate that
              applied  to the most  recent  plan  year that  ended  prior to the
              termination of employment.

            Sec. 4.5  Excise Tax Gross-Up.  If Independent Tax Counsel
determines that the aggregate payments made to Executive under this Agreement
and any other payments to Executive from NCE which constitute "parachute
payments" as defined in Code Section 280G, or any successor provision thereto
("Parachute Payments") would be subject to the excise tax imposed by Code
Section 4999 (the "Excise Tax"), then Executive will receive an additional
payment (a "Gross-Up Payment") in an amount determined by Independent Tax
Counsel such that after payment by Executive of all federal and state income
and excise taxes (including any Excise Tax) imposed on the Gross-Up Payment
and any interest or penalties imposed with respect to such taxes, Executive
retains from the Gross-Up Payment an amount equal to the Excise Tax imposed
on the payments.

     (a) If Independent Tax Counsel  determines that no Excise Tax is payable by
         Executive,  it shall  furnish  Executive  with a written  opinion  that
         Executive  has  substantial  authority  not to report any Excise Tax on
         Executive's  federal  income tax return.  If Executive is  subsequently
         required  to make a payment of any Excise  Tax,  then  Independent  Tax
         Counsel shall determine the grossed-up amount of such payment using the
         same  principles  as applied to  calculation  of the  Gross-Up  Payment
         (referred to herein as a "Gross-Up Underpayment") and any such Gross-Up
         Underpayment  shall be  promptly  paid by NCE to or for the  benefit of
         Executive.


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     (b) Executive  shall  notify NCE in writing  within 15 days of any claim by
         the Internal  Revenue  Service that, if  successful,  would require the
         payment by NCE of a Gross-Up  Payment.  If NCE  notifies  Executive  in
         writing that it desires to contest such claim and that it will bear the
         costs and provide the  indemnification  as required by this subsection,
         Executive shall:

         (1)  Give NCE any information  reasonably  requested by NCE relating to
              such claim.

         (2)  Take such action in connection  with  contesting such claim as NCE
              shall reasonably request in writing from time to time,  including,
              without limitation, accepting legal representation with respect to
              such claim by an attorney reasonably selected by NCE.

         (3)  Cooperate with NCE in good faith in order to  effectively  contest
              such claim.

         (4)  Permit NCE to  participate  in any  proceedings  relating  to such
              claim.

         NCE shall  bear and pay  directly  all costs  and  expenses  (including
         additional  interest and  penalties)  incurred in connection  with such
         contest  and  shall  indemnify  and  hold  Executive  harmless,  on  an
         after-tax basis, for any Excise Tax or income tax,  including  interest
         and  penalties  with  respect  thereto,  imposed  as a  result  of such
         representation and payment of costs and expenses. NCE shall control all
         proceedings  taken in  connection  with such  contest.  If NCE  directs
         Executive to pay such claim and sue for a refund, NCE shall advance the
         amount of such  payment to  Executive,  on an  interest-free  basis and
         shall  indemnify and hold Executive  harmless,  on an after-tax  basis,
         from any Excise Tax or income tax, including interest or penalties with
         respect  thereto,  imposed with respect to such advance or with respect
         to any imputed income with respect to such advance.

     (c) If, after the receipt by Executive of an amount paid or advanced by NCE
         pursuant to this  Section,  Executive  becomes  entitled to receive any
         refund with respect to such Excise Tax,  Executive shall within 10 days
         pay to NCE the Gross-Up Payment or Gross-Up Underpayment related to the
         amount of such  refund  (together  with any  interest  paid or credited
         thereon,  after adjustment for any taxes applicable to such interest or
         repayment).

     (d) For  purposes  of this Sec.  4.5,  "Independent  Tax  Counsel"  means a
         lawyer,  a certified  public  accountant  with a nationally  recognized
         accounting  firm,  or  a  compensation  consultant  with  a  nationally
         recognized  actuarial and benefits  consulting  firm, with expertise in
         the area of  executive  compensation  tax law, who shall be selected by
         Executive  and  shall be  reasonably  acceptable  to NCE.  The fees and
         disbursements of Independent Tax Counsel shall be paid by NCE.

            Sec. 4.6  No Offsets.  Executive shall be under no obligation to
seek other employment or otherwise mitigate the amounts payable by NCE under
Sec. 4.  There will be no offset against the amounts payable under Sec. 4 on
account of any compensation or earnings from any subsequent employment or
self-employment of Executive, except as provided in Sec. 4.3(c).  NCE's
obligations to make the payments provided for this Agreement and otherwise to
perform its

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obligations  hereunder  shall  not be  affected  by any  set-off,  counterclaim,
recoupment,  defense or other claim,  right or action which NCE may have against
Executive  or others,  unless  Executive  has given  written  consent to such as
set-off or is subject to a final judgment in favor of NCE.

            Sec. 5  SOURCE OF PAYMENTS.  Except as otherwise provided in this
section, all payments provided in Sec. 4 shall be paid from the general funds
of NCE, and NCE shall not be required to establish a special or separate fund
or otherwise segregate assets to assure payments will be made under this
Agreement.

     (a) On or  before  the  date a  Change  In  Control  occurs  (or as soon as
         reasonably  possible following a Change In Control for which NCE has no
         advance  warning),  NCE will  establish  a trust in the form  generally
         known as a "rabbi trust", and will immediately  deposit into that trust
         an  amount  equal  to the  total  of the  estimated  amounts  to  which
         Executive  would become entitled under Sections 4.1, 4.4 and 4.5 in the
         event the requirements of Sec. 3 are satisfied.

         (1)  The trustee shall be a national bank or trust company  selected by
              NCE and reasonably acceptable to Executive.

         (2)  The amount to be deposited in the trust shall be  determined by an
              actuary employed by a nationally recognized actuarial and benefits
              consulting   firm  selected  by  NCE  which  shall  be  reasonably
              acceptable to Executive.

     (b) In the event Executive satisfies the requirements of Sec. 3 and becomes
         entitled to payments  under Sec. 4, those  payments  shall be made from
         the assets of the trust to the  extent  those  assets  are  sufficient.
         NCE's  obligations  under this Agreement shall be reduced to the extent
         of the payments made from the trust.

     (c) If  Executive  does not become  eligible  under Sec. 3 within 36 months
         after the date a Change In Control occurs,  or if an event described in
         Sec. 3.1 occurs that makes Executive ineligible for benefits, the trust
         shall terminate and its assets shall be returned to NCE.

Notwithstanding  the  foregoing  provisions  of this  section,  it is  expressly
understood and agreed that  Executive (and any dependent,  beneficiary or estate
of Executive who becomes  entitled to payments  hereunder) shall at all times be
an  unsecured  creditor  of NCE,  and  shall  have no  rights  to  assets of NCE
(including  assets  held in any  trust)  that are  superior  to other  unsecured
creditors of NCE.  Nothing in this Agreement  shall be interpreted as creating a
constructive  trust over any assets of NCE or creating a fiduciary  relationship
between NCE and Executive or any other person.

            Sec. 6  ENFORCEMENT.  The rights and obligations created under
this Agreement shall be enforced as follows:

     (a) Arbitration.  In the event of any dispute or difference between NCE and
         Executive with respect to the subject matter or  interpretation of this
         Agreement  or the  enforcement  of rights  hereunder,  such  dispute or
         difference  shall  be  submitted  to  arbitration.  The  arbitrator  or
         arbitrators  shall be selected by  agreement of the parties or, if they
         cannot

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         agree on an  arbitrator  or  arbitrators  within 30 days after the date
         one party notified the other of the desire to have the question settled
         by arbitration, then the arbitrator or arbitrators shall be selected by
         the American  Arbitration  Association (the "AAA") in Denver,  Colorado
         upon the application of either party. The determination reached in such
         arbitration  shall be final and  binding on both  parties  without  any
         right of appeal or further dispute.  Execution of the  determination by
         such  arbitrator may be sought in any court of competent  jurisdiction.
         In any such  arbitration or subsequent  proceeding,  Executive shall be
         entitled  to  seek  both  legal  and  equitable  relief  and  remedies,
         including but not limited to specific  performance of NCE's obligations
         under this Agreement.  The  arbitrators  shall not be bound by judicial
         formalities and may abstain from following the strict rules of evidence
         and shall  interpret this Agreement as an honorable  engagement and not
         merely as a legal  obligation.  Unless otherwise agreed by the parties,
         any such arbitration shall take place in Denver, Colorado, and shall be
         conducted in accordance with the Rules of the AAA.

     (b) Costs and Expenses.  NCE will pay all fees of the arbitrators,  whether
         the arbitration is initiated by NCE or Executive. In addition, NCE will
         pay, upon written  demand from  Executive,  all legal fees and expenses
         which Executive may reasonably incur in connection with the arbitration
         or subsequent  judicial  proceedings  to enforce this  Agreement,  plus
         interest  on any  award at the  applicable  federal  rate,  under  Code
         Section  7872(f)(2);  provided,  however,  that this sentence shall not
         apply  unless  Executive  recovers  through  such action some amount or
         benefit  (regardless  of size or value) in excess of the amount NCE had
         offered prior to commencement of the action.

     (c) Survival.   The  obligations  under  this  Sec.  6  shall  survive  the
         termination of this Agreement for any reason,  whether such termination
         is by NCE, by  Executive,  upon the  expiration of this  Agreement,  or
         otherwise.

            Sec. 7  SUCCESSOR  EMPLOYER.  If  Executive  becomes an  employee of
another entity as a result of a transaction in which NCE  consolidates or merges
into or with such entity or transfers all or substantially  all of its assets to
such entity  (whether or not the  transaction  constitutes a Change In Control),
the term "NCE" in this Agreement shall mean such other entity and this Agreement
shall continue in full force and effect.  If Executive  becomes an employee of a
wholly-owned  subsidiary  of NCE  (or of a  successor  entity  described  in the
previous sentence),  Executive shall be deemed for purposes of this Agreement to
continue as an employee of NCE (or the successor  entity) while employed by such
subsidiary.

            Sec. 8  MISCELLANEOUS PROVISIONS.

            Sec. 8.1  Amendment.  This Agreement may be amended or modified
only in writing, signed by both parties.

            Sec. 8.2 Tax Withholding.  NCE may withhold from any payments
made under this Agreement all federal, state or other taxes which it
determines to be required pursuant to any law or governmental regulation or
ruling.


                                       10
<PAGE>

            Sec. 8.3 Death of Executive  Following  Entitlement to Payments.  If
Executive  dies after  becoming  eligible  under Sec. 3, but before all payments
provided  under Sec. 4 have been made,  the remaining  payments shall be made to
the  beneficiary  designated by Executive in the most recent written  instrument
filed with NCE prior to  Executive's  death  which  specifically  refers to this
Agreement.  Executive  may revoke such a  beneficiary  designation  at any time,
without consent of any beneficiary,  and file a new designation. If no effective
beneficiary  designation is on file with NCE at the time of  Executive's  death,
the remaining payments shall be paid to Executive's estate.

            Sec.  8.4  Entire  Agreement.  This  Agreement  contains  the entire
understanding of the parties with regard to all matters contained herein.  There
are no  other  agreements,  conditions  or  representations,  oral  or  written,
expressed or implied,  with regard thereto.  This Agreement supersedes all prior
agreements relating to separation payments following a Change In Control between
Executive and NCE or any predecessor to NCE.  However,  this Agreement shall not
operate to reduce any benefit or  compensation  to which  Executive  is entitled
under any plan,  policy or program  maintained by NCE that does not specifically
relate to payments  following a Change In Control,  including but not limited to
benefits or compensation under incentive plans,  qualified  retirement plans, or
nonqualified supplemental or excess pension or savings plans.

            Sec.  8.5  Assignment.  NCE may in its sole  discretion  assign this
Agreement  to any entity which  succeeds to the business of NCE through  merger,
consolidation,  a sale of all or substantially  all of the assets of NCE, or any
similar transaction.  Executive acknowledges that the services to be rendered by
Executive are unique and personal. Accordingly,  Executive may not assign any of
Executive's rights or obligations under this Agreement.

            Sec. 8.6  Successors.  Subject to Sec. 8.5, the provisions of
this Agreement shall be binding upon the parties hereto, upon any successor
to or assign of NCE, and upon Executive's heirs and the personal
representative of Executive or Executive's estate.

            Sec. 8.7  No Attachment.  Except as required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge or
hypothecation or to execution, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

            Sec. 8.8  Notices.  Any notice required to be given under this
Agreement shall be in writing and shall be delivered either in person or by
certified or registered mail, return receipt requested.  Any notice by mail
shall be addressed as follows:

              If to NCE, to:

              New Century Energies, Inc.
              1225 17th Street
              Denver, Colorado   80202
              Attention:  Marilyn E. Taylor, Vice President/Human Resources


                                       11
<PAGE>

              If to Executive, to:
               "Address"
              --------------------------
              --------------------------
              --------------------------

or to such other addresses as either party may designate in writing to the other
party from time to time.

            Sec. 8.9 Waiver of Breach.  Any waiver by either party of compliance
with any provision of this  Agreement by the other party shall not operate or be
construed  as a waiver  of any  other  provision  of this  Agreement,  or of any
subsequent  breach by such party of a provision  of this  Agreement,  unless the
waiver  specifically states that it is a continuing waiver or that it applies to
other  provisions.  No waiver by NCE shall be valid unless in writing and signed
by the chief  executive  officer of NCE. No waiver by  Executive  shall be valid
unless in writing and signed by Executive.

            Sec. 8.10  Severability.  If any one or more of the  provisions  (or
portions  thereof)  of this  Agreement  shall for any  reason be held by a final
determination of a court of competent  jurisdiction to be invalid,  illegal,  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other  provision  (or portions of the  provisions)  of this
Agreement,  and the invalid, illegal or unenforceable provisions shall be deemed
replaced  by a provision  that is valid,  legal and  enforceable  and that comes
closest to expressing the intention of the parties hereto.

            Sec. 8.11  Governing Law.  This Agreement shall be interpreted
and enforced in accordance with the laws of the State of Colorado, without
giving effect to conflict of law principles.

            Sec. 8.12  Headings.  The headings of sections herein are
included solely for convenience of reference and shall not control the
meaning or interpretation of any of the provisions of this Agreement.

            Sec. 8.13  Counterparts.  This Agreement may be executed by
either of the parties hereto in counterparts, each of which shall be deemed
to be an original, but all such counterparts shall constitute a single
instrument.

            Sec. 9 WAIVER OF SEPARATION AGREEMENT  (Applicable  to former Public
Service Company of Colorado Executives).  Executive is currently a party to a
Separation  Agreement  with Public Service  Company of Colorado  ("PSC"), which
was originally  effective August 22, 1995, and which has been amended several
times prior to the date of this Agreement. (That Separation Agreement, including
all subsequent amendments of it executed prior to August 1, 1997, is hereinafter
called the "Separation Agreement".)

            Executive  is  entitled  to  certain  severance  payments  and other
benefits under the Separation  Agreement if  Executive's  employment  terminates
under  certain  conditions,  or if  Executive  has a  "constructive  discharge",
following a "change in control" of PSC. Executive understands that the merger of
PSC and  Southwestern  Public  Service  Co. to form NCE is a "change in control"
under the Separation Agreement.  Paragraph 13 of the Separation Agreement allows
Executive  to waive all rights  under the  Separation  Agreement  by executing a
written instrument.

            In  consideration  of the  benefits  described  in  this  Agreement,
Executive  hereby  waives and  surrenders  all rights that  Executive  or any of
Executive's  beneficiaries,  survivors,  heirs,  successors 


                                       12
<PAGE>

or assigns may have under the Separation  Agreement  against NCE, PSC, or any of
their predecessors,  successors or affiliates,  either now or at any time in the
future.  The waiver  includes,  but is not  limited  to,  all  rights  under the
Separation  Agreement to severance benefits,  continuation of employee benefits,
or  increases in benefits  provided  under  employee  benefit  plans  (including
nonqualified supplemental plans). For purposes of Paragraph 13 of the Separation
Agreement,  Executive's  signature below constitutes a complete,  continuing and
irrevocable waiver of all the terms and conditions of the Separation  Agreement,
both at the present time and at all times in the future.

            IN WITNESS WHEREOF,  NCE has caused this Agreement to be executed by
its duly  authorized  officer,  and Executive has executed this  Agreement,  all
effective as of the date first above written.

EXECUTIVE                           NEW CENTURY ENERGIES, INC.

--------------------------------    By:
                                        ---------------------------------------
(Executive Name)                          Chairman and Chief Executive Officer
                                          or Vice Chairman of the Board




                                       13
<PAGE>


               Schedule to Form of Change in Control Agreement


                                    Effective
        Executive                    Date
        ---------                    ----

      Bill D. Helton            August 1, 1997

      Wayne H. Brunetti         August 1, 1997

      Marilyn E. Taylor         August 1, 1997

      Richard C. Kelly          August 1, 1997

      Doyle R. Bunch II         August 1, 1997

      Ross C. King              August 1, 1997

      David M. Wilks            August 1, 1997

      Henry Hamilton            August 1, 1997

      Gary L. Gibson            August 1, 1997

      Teresa S. Madden          August 1, 1997

      James D. Steinhilper      August 1, 1997

      John McAfee               August 1, 1997