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                                                                Exhibit 10(e)(2)
OMNIBUS INCENTIVE PLAN
Effective as of January 1, 1992
Revised as of October 25, 1994
Revised as of January 1, 1996

Article 1.  General
1.1  ESTABLISHMENT OF THE PLAN.
Public Service Company of Colorado, a Colorado corporation (the "Company"),
hereby establishes this Omnibus Incentive Plan (the "Plan").

1.2  PURPOSE.

The purpose of the Plan is to (i) recognize, reward and retain management
employees of the Company whose performance, contribution and skills promote the
achievement of the Company's long-term financial and business objectives, (ii)
align the interests of shareholders and management of the Company with each
other, (iii) attract and retain high-quality employees, and (iv) improve the
earnings of the Company.

1.3  ADMINISTRATION.

The Plan shall be administered by the Compensation Committee of the Company's
Board of Directors or such other committee as the Board may appoint to
administer the Plan (the "Committee"), provided that such committee shall be
constituted, to the extent required, such that the Plan complies with the
applicable rules under Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). The Committee shall have full and final authority in
its discretion to:

 (a)  select the Participants (as defined herein) to receive awards under the
 Plan;

 (b)  to make awards in such forms and amounts as it shall determine;

 (c) impose such limitations, restrictions and conditions upon such awards as it
 shall deem appropriate;

 (d)  conclusively interpret the Plan and decide all questions of fact arising
 from its application;

 (e)  adopt, amend, and rescind the Plan and rules and regulations relating to
 the Plan, subject to any required approval of shareholders; and

 (f)  correct any defect or omission or reconcile any inconsistency in the Plan
 or in any award granted hereunder.

It is the intent of this provision to give the Committee the broadest possible
discretion in administering the Plan and carrying out its duties hereunder,
including designating an 
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administrator of the Plan for day to day operations (the "Plan Administrator").
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the quorum shall be sufficient for the taking of any action on the
Plan. No member of the Committee shall be liable for any act done or
determination made in good faith under the terms of the Plan.

1.4  SHARES SUBJECT TO THE PLAN.

Up to 1,000,000 shares of the Company's common stock, $5.00 par value (the
"Shares"), may be issued under the Plan. The Shares will be from authorized, but
unissued, Common Stock, treasury stock or stock purchased on the open market. If
any Award terminates, expires or lapses, any Shares associated therewith will
again become available under the Plan to the maximum extent possible under the
then applicable rules under Section 16 of the 1934 Act. The number of Shares
subject to the Plan and subject to Awards under the Plan will be adjusted in
accordance with paragraph 5.2 upon any stock dividend or split,
recapitalization, reclassification, merger, consolidation, combination or any
similar corporate change.

1.5  TYPE OF AWARDS.

Awards under the Plan may be in the form of: (i) options to purchase Shares,
including but not limited to incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii)
Shares subject to certain restrictions (the "Restricted Shares"); or (iii)
performance awards entitling the holder thereof to cash, Shares or a combination
thereof if certain performance goals are met during the applicable performance
period (the "Performance Awards").

1.6  PARTICIPANTS.

Persons eligible to participate shall be those management employees, including
officers, who are employed by the Company or a subsidiary in which 50% or more
of the outstanding common stock is owned by the Company, and whose performance,
contribution and skills promote the achievement of the Company's long-term
financial and business objectives. Those employees who are selected by the
Committee to receive an award under and pursuant to the terms of the Plan are
"Participants" hereunder.

Article 2.  Options

2.1  AWARD OF OPTIONS.

The Committee may, from time to time, award options to purchase Shares to any
Participant, subject to the terms of the Plan and such other terms and
conditions as the Committee may determine. Such awards of options shall be
evidenced by stock option agreements containing terms and conditions consistent
with this Plan and as the Committee may approve from time to time.

2.2  PRICE.

The purchase price assigned to each Share under each option shall be at least
100% of the Fair Market Value of the Share at the 
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time the option is granted. The time of grant is the date on which the number of
stock options is determined and credited to a Participant's account or awarded
to a Participant. For purposes of the Plan, "Fair Market Value" means the
closing price of the Shares on the New York Stock Exchange as of the date an
award is granted to a Participant, or, if no sale was made on such date, the
next preceding day on which the Shares were traded on that Exchange.

2.3  EXERCISE OF OPTIONS.

Each option granted under the Plan may be exercised in accordance with the
specific terms and conditions relating thereto as set forth in a stock option
agreement, provided that the period for exercise of the option shall not
commence earlier than six months after the date of grant and shall end on a date
after the date of grant of the option as selected by the Committee at the time
of the grant, which date shall be a date at least one year following the date of
grant. Such six month limitation shall not apply in the event of a Participant's
death or Disability (within the meaning of the Company's Long-Term Disability
Income Plan or any successor plan thereto). In addition to such other procedures
for the exercise of options as the Committee may establish, written notice of
exercise shall be required and, upon exercise, the Shares purchased shall be
paid for in full either in cash or shares of Common Stock valued at the Fair
Market Value on the date of exercise or a combination thereof as the Committee
may permit. The Committee may Permit payment to be made through shares of Common
Stock currently owned, Share withholding or cashless exercise. As soon as
practicable after exercise and payment, the Company shall deliver to the
Participant a certificate or certificates evidencing the Shares purchased.

2.4  INCENTIVE STOCK OPTIONS.

In the event the Committee awards incentive stock options under Section 422 of
the Code, such options shall be subject to the following additional conditions
or such other conditions as may be required under the Code with respect to
incentive stock options at the time of grant:

 (i)  During any calendar year, the aggregate Fair Market Value of the Shares
 subject to incentive stock options exercisable for the first time by a
 Participant shall not exceed $100,000;

 (ii)  All incentive stock options must be granted within 10 years from the date
 the Board of Directors of the Company adopted the Plan;

 (iii)  Unless sooner exercised, terminated or canceled, all incentive stock
 options must expire no later than 10 years from the date of grant; and

 (iv) Any incentive stock option awarded under the Plan shall contain such other
 terms and conditions as the Committee may
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 determine to be necessary to qualify the incentive stock options under Section
 422 of the Code.

2.5  EXPIRATION OF OPTIONS.

If a Participant ceases to be employed by the Company for any reason (voluntary
or involuntary), except for termination because of such employee's death,
Disability, or Retirement (within the meaning of the Company's Employees'
Retirement Plan, or any successor thereto), all stock option awards held by such
Participant shall terminate immediately, unless otherwise approved by the
Committee. In the event of the death or Disability of a Participant, such
Participant's unvested stock options shall vest and all vested options held by
such Participant shall be exercisable at any time within one year following the
date of the death or Disability (but not Retirement) of such Participant, but in
no event after expiration of such options. In the event of Retirement of a
Participant, unvested options shall vest at the time of Retirement, and such
Participant may exercise all options previously awarded in accordance with their
terms. However, for grants made on or after January 1, 1996, upon the death of a
Participant subsequent from the Company, all outstanding stock options of the
Participant shall be exercisable for a period up to one year but in no event
after expiration of such options.

Article 3.  Restricted Shares

3.1  AWARD OF RESTRICTED SHARES.

Restricted Shares may be granted to Participants by the Committee, subject to
the terms and conditions of the Plan and as the Committee may determine. Each
certificate for Restricted Shares shall be registered in the name of the
Participant and shall bear any restrictions upon its face.

3.2  RESTRICTIONS.

Restricted Shares may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated for a period of two years from the date of grant, or
such longer period of time as established by the Committee at the time of grant.
Holders of Restricted Shares may exercise full voting rights of those shares and
shall be entitled to all dividends and other distributions paid on such shares.
Upon fulfillment of the restriction period and any other restrictions imposed by
the Committee, a Participant will receive fully transferable certificates with
no restrictions.

3.3  TERMINATION OF EMPLOYMENT.

In the event a Participant's employment is terminated by reason of death,
Disability or Retirement, the restrictions on the Restricted Shares held by such
Participant shall lapse, allowing the Restricted Shares to become freely
tradable. If a Participant's employment is terminated for any other reason
before the end of a restriction period, the Participant's Restricted Shares
previously awarded are forfeited and the Participant shall promptly surrender to
the Company all non-
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vested Restricted Shares awarded under the Plan. The Committee may, however,
waive any such forfeiture provisions.

Article 4.  Performance Shares

4.1  GRANT OF PERFORMANCE AWARDS.

The Committee may grant to any Participant Performance Awards. A Performance
Award gives the Participant the right to be paid a defined value if pre-
established performance objectives of the Company are met at the end of a stated
performance period. Each Performance Award shall be evidenced by a signed
written agreement containing such terms and conditions as the Committee may
determine from time to time.

4.2  PERFORMANCE ACCOUNTS.

At the time of a Performance Award to a Participant, the Company shall establish
an account for the Participant. The Committee may credit Performance Awards to
such account solely for accounting purposes, and the Company shall not be
required to set aside a fund for the payment of any Performance Award until it
is earned at the end of the applicable performance period.

4.3  TERMS.

The Committee shall establish the performance period, which shall be no less
than one year, performance objectives for the performance period (or each year
within the performance period), using such measures of performance as the
Committee may select, and the value of the Performance Award that would be
payable at the end of the performance period if 100% of the performance
objectives are achieved. In addition, the Committee shall establish minimum
performance objectives and maximum performance objectives on which Performance
Awards may be earned. Failure to meet the minimum performance objectives will
earn no Performance Award. At the end of a performance period, the degree of
achievement of the range of performance objectives will determine the value of
the Performance Award earned by each Participant; provided, however, the
Committee may adjust a Participant's Performance Award based upon such
Participant's own performance as recommended to the Committee by the supervisor
of such Participant. The Committee may change the performance objectives during
any year of a performance period, but only in the event that the Committee
determines that unforeseen circumstances have occurred during the period which,
had they been known, would have materially affected the establishment of the
objectives. There may be more than one Performance Award outstanding at any one
time and performance periods may differ.

4.4  PAYMENT.

Payments on the Performance Awards may be made in cash or Shares or a
combination thereof as determined by the Committee and set forth in the
agreement. In any event, all payments shall be made as soon as practical
following the end of a performance period.

4.5  TERMINATION OF EMPLOYMENT.
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In the event a Participant's employment is terminated by reason of death,
Disability or Retirement during a performance period, the Participant will be
entitled to receive a pro rata portion of the value of the Performance Award
earned, payable at the conclusion of the Plan year in which termination occurs.
Such value shall be determined based on the achievement of performance
objectives for the Plan year in which death, Disability or Retirement occurs and
performance for any previous years in the Performance period. The Participant
shall receive the pro rata portion of the value of the Performance Award earned
based on the number of full months worked during the performance period divided
by the number of full months in the performance period. If a Participant's
employment is terminated for any other reason during a performance period, the
Participant's right to payment under a Performance Award shall be terminated.
The Committee may, however, permit the Participant to receive the pro rata
portion of the value of the Performance Award earned, calculated as set forth
above.

Article 5.  Miscellaneous

5.1  CHANGE IN CONTROL.

In the event the Company is subject to a change in control, all stock-based
awards, such as options and Restricted Shares, shall vest 100% and all
Performance Awards shall be paid out immediately in cash, as if the performance
objectives have been obtained through the effective date of the change in
control or as the Committee may otherwise determine. For purposes of the Plan,
change in control shall mean (i) receipt by the Company of a report on Schedule
13D filed pursuant to Section 13(d) of the 1934 Act or knowledge of facts on
which a Schedule 13D is required to be so filed, disclosing that the person
filing, or who should be filing, the Schedule 13D is a beneficial owner,
directly or indirectly, of 20% or more of the Company's outstanding common
stock; (ii) when any person becomes the owner, directly or indirectly, of 20% or
more of the Company's outstanding common stock pursuant to a tender or exchange
offer by such person; (iii) a change within a 24-month period in 51% or more of
the directors making up the Board provided, however, that if the election or
nomination of a director elected subsequent to the beginning of such 24-month
period is approved by a vote of at least two-thirds of the initial directors
then still in office, such director shall be considered to have been a member of
the Board as of the beginning of such 24-month period; or (iv) approval by the
shareholders of a dissolution of the Company or an agreement to merge,
consolidate or sell substantially all the assets of the Company pursuant to
which the Company is not the surviving entity.

5.2  ADJUSTMENTS FOR OTHER CHANGES.

In the event of a stock dividend or stock split or combination or other increase
or reduction in the number of the Company's outstanding common stock, the
Committee may, to prevent the dilution or enlargement of rights under any
awards, make such adjustments in the number and type of Shares authorized by
this 
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Plan, the number and type of Shares covered by, or by which payments are
measured under, outstanding awards and the exercise prices therefor as may be
determined to be appropriate and equitable. The Committee may provide for
adjustments to outstanding awards in the related agreements therefor to prevent
dilution or enlargement of rights thereunder or to provide for acceleration of
benefits thereunder in the event of merger, consolidation, reorganization,
recapitalization, sale or exchange of substantially all assets or dissolution
of, or spin off, or similar transaction by, the Company, as well as the change
in control provisions stated above in paragraph 5.1.

5.3  NON-TRANSFERABILITY.

No award or right thereto granted under the Plan may be sold, assigned,
transferred, pledged or hypothecated, other than by will or by the laws of
descent and distribution. In the case of a death of a Participant, payment of
any outstanding award pursuant to the terms of the Plan shall be made to the
designated beneficiary of such Participant. Any transfer contrary to this
provision will result in forfeiture of the award.

5.4  AMENDMENT, SUSPENSION AND TERMINATION.

The Committee or the Board of Directors may, at any time, terminate or, from
time to time, modify, amend or suspend, and if suspended, reinstate, in whole or
in part, any or all of the provisions of the Plan, except to the extent
restricted by the Code, the federal securities laws, or the rules of any
exchange upon which the Shares are listed; provided, however, that if any
amendment requires shareholder approval under the then applicable rules of
Section 16(b) of the 1934 Act, such amendment shall be subject to the approval
of the Company's shareholders. No termination, amendment, suspension or
modification may adversely affect the rights of a Participant under any
outstanding award without the consent of such Participant.

5.5  TAX WITHHOLDING.

The Company shall have the right to deduct from all payments in cash under the
Plan any taxes required by law to be withheld with respect to such cash payments
and in the case of any noncash payment or exercise of a stock-based award, the
Participant shall be required to pay to the Company the amount of any taxes
which the Company is required to withhold with respect to such payment or
exercise. Tax withholding may, if requested by the Participant or beneficiary,
and at the discretion of the Committee, be made by tendering shares of Common
Stock currently owned, Share withholding or cashless exercise. Such election
must be made by the Participant prior to the date on which the tax obligation
arises and, to the extent required, shall be effected in accordance with Section
16(b) of the 1934 Act.

5.6  NO RIGHT TO EMPLOYMENT OR PARTICIPATION.

Nothing in this Plan shall interfere with or limit in any way the right of the
Company to terminate or change a Participant's employment at any time, or confer
upon any participant, any right 
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to continue in the employ of the Company for any period of time or to continue
such Participant's present or any other rate of compensation. No Participant in
a different performance period for Performance Awards, or other employee of the
Company at any time, shall have the right to be selected for participation in a
current or future performance period for Performance Awards.

5.7  INDEMNIFICATION.

The Company's Board of Directors and each person who is or was a member of the
Board of Directors or the Committee or who is or was an employee of the Company
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense, including, without limitation, fees and expenses of
legal counsel, that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reasons of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof, with the Company's
approval or paid in satisfaction of any judgment in any such action, suit or
proceeding against such person, provided that such person shall give the Company
an opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on the person's own behalf The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

5.8  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 the 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. Each designation
shall be in a form prescribed by the Committee and shall be effective only when
filed by the Participant with the Committee. If the Participant does not
designate a beneficiary, or the designated beneficiary does not survive the
Participant or exist at the time of the Participant's death, any benefit payable
under the Plan shall be paid in the following order of priority

 (a)  the personal representative of the Participant's estate, if an estate
 proceeding is open at the time for the benefit payment under the Plan;

 (b)  those persons or entities who would receive the remainder of Participant's
 estate under Participant's last will, if any; or
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 (c)  those persons who would inherit Participant's properly under the Colorado
 laws of intestate succession.

5.9  NON-EXCLUSIVITY.

Nothing contained herein is intended to amend, modify or rescind any previously
approved compensation plan or program entered into by the Company. The Plan
shall be in addition to any and all such plans or programs. Neither the adoption
of the Plan by the Company's Board of Directors nor the submission of the Plan
to the Company's shareholders for approval shall be construed as creating any
limitations on the power or authority to adopt such other additional incentive
or other compensation arrangements as the Board may deem necessary or desirable.

5.10  NON-UNIFORM DETERMINATIONS.

The Committee's determinations under the Plan, including, without limitation,
the selection of Participants, the determination of the form, amount and timing
of awards, the terms and conditions of the awards, the agreements evidencing the
awards and the establishment of objectives, need not be uniform and may be made
by it selectively among Participants who receive, or who are eligible to
receive, awards under the Plan whether or not such persons are similarly
situated.

5.11  LISTING, REGISTRATION AND LEGAL COMPLIANCE.

Each award shall be subject to the requirement that if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of such award, or any Shares or other property subject thereto,
upon any securities exchange or under any foreign, federal or state securities
or other law or regulation, or the consent or approval of any governmental body
or the taking of any other action to comply with or otherwise with respect to
any such law or regulation, is necessary or desirable as a condition to or in
connection with the granting of such award or the issue, delivery or purchase of
Shares or other property thereunder, no such award may be exercised or paid in
Shares or other property unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained free of
any conditions not acceptable to the Committee and the holder of the award will
supply the Company with such certificates, representations and information as
the Company shall request and shall otherwise cooperate with the Company in
effecting or obtaining such listing, registration, qualification, consent,
approval or other action. In the case of officers and other persons subject to
Section 16(b) of the 1934 Act, the Committee may at any time impose any
limitations upon the exercise, delivery or payment of any award which, in the
discretion of the Committee, are necessary or desirable to comply with Section
16(b) of the 1934 Act and the rules and regulations thereunder. If the Company,
as part of an offering of securities or otherwise, finds it desirable because of
foreign, federal or state legal or regulatory requirements to reduce the period
during which options may be exercised, the Committee may, in its 
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discretion and without the holders' consent, so reduce such period upon not less
than 15 days' written notice to the holders thereof.

5.12  LOANS.

The Committee may provide for the Company or any subsidiary of the Company to
make loans to finance the exercise of any option as well as the estimated or
actual amount of any taxes payable by a Participant as a result of the exercise
or payment of any option and may prescribe, or may empower the Company or such
subsidiary to prescribe the other terms and conditions (including but not
limited to the interest rate, maturity date and whether the loan will be secured
or unsecured) of any such loan.

5.13  GOVERNING LAW.

The Plan shall be construed in accordance with the laws of the State of
Colorado.

5.14  TERM.

The Plan shall be effective as of January 1, 1992, subject to (i) the approval
of the holders of a majority of the Shares present at the 1992 annual meeting,
(ii) the approval of the Colorado Public Utilities Commission of the issuance by
the Company of the securities under the Plan, and (iii) the registration of the
securities under the Plan with the Securities and Exchange Commission. No awards
under the Plan shall be made after December 31, 2001.

5.15  CLAIMS PROCEDURE.

With respect to claims under the Plan, the following procedure shall apply:

 (a)  FILING. If a Participant or a beneficiary believes that a benefit payable
 under the Plan has not been properly calculated or paid, the Participant or
 beneficiary may file a claim for benefits with the Plan Administrator within 90
 days after the payment is due, which period may be extended at the discretion
 of the Plan Administrator for reasonable cause. All claims for benefits shall
 be filed in writing by the Participant, the beneficiary, or the authorized
 representative of Such Participant (hereafter a "claimant), by completing such
 procedures as the Plan Administrator shall require. Such procedures shall be
 reasonable and may include the completion of forms and the submission of
 documents and additional information.

 (b)  TIME FOR NOTICE OF CLAIM DENIAL. If a claim is denied, notice of denial
 shall be furnished by the Plan Administrator to the claimant within 90 days
 after receipt of the claim by the Plan Administrator (or receipt of the
 requested additional information, if later), unless special circumstances
 require an extension of time for processing the claim, in which event
 notification of the extension shall be provided to the claimant 
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 and the extension shall not exceed 90 days from the end of the initial period.

 (c)  CONTENT OF NOTICE OF CLAIM DENIAL. The Plan Administrator shall provide
 adequate notice, in writing, to any claimant whose claim has been denied,
 setting forth the specific reasons for such denial, specific reference to
 pertinent Plan provisions, a description of any additional material or
 information necessary for the claimant to substantiate the claim and an
 explanation of why such material or information is necessary, all written in a
 manner calculated to be understood by the claimant. Such notice shall include
 appropriate information as to the steps to be taken if the claimant wishes to
 submit the claim for review.

 (d)  REVIEW PROCEDURE. The claimant or the claimant's authorized representative
 may request such a review by the Committee upon written application. The
 claimant may review pertinent documents and may submit issues or comments in
 writing. The claimant or the claimant's duly authorized representative must
 request such review within 60 days of receipt of notification of the claim
 denial unless the Committee extends this period of time for good cause. A
 decision on review shall be rendered within 60 days after the receipt of the
 request for review by the Committee. If special circumstances require a further
 extension of time for review, a decision shall be rendered as soon as possible,
 but not later than 120 days following the Committee's receipt of the request
 for review. If such an extension of time of review is required, written notice
 of the extension shall be furnished to the claimant before the extension period
 commences. The decision of the Committee shall be to the claimant in writing
 and shall include specific reasons for the decision, written in a manner
 calculated to be understood by the claimant, as well as specific references to
 the pertinent Plan provisions on which the decision is based.

Additional Information

Compensation Committee

Members of the Compensation Committee are outside directors of the Company and
are selected annually by the Board of Directors.

Common Stock Restrictions

Shares of Common Stock acquired pursuant to the Plan by "affiliates" of the
Company, as that term is defined in the Securities Act of 1933 (the "1933 Act"),
may be resold only pursuant to the registration requirements of the 1933 Act or
pursuant to an exemption therefrom.

Acquisitions and dispositions of Common Stock by an officer or director of the
Company who is an insider for purposes of Section 16 under the 1934 Act within
any six-month period may give rise to the right of the Company to recapture any
profit from such transaction pursuant to Section 16(b) of the 1934 Act. Insiders
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should consult with Company General Counsel prior to making any transactions in
Company Common Stock pursuant to the Plan.

Federal Income Tax Consequences

The following is a summary of the federal income tax treatment of the various
forms of awards that may be granted under the Plan:

NONQUALIFIED STOCK OPTIONS.

The grant of a nonqualified stock option will have no immediate tax consequences
to the Company or to a Participant. The exercise of a nonqualified stock option
will require such Participant to include in gross income that amount by which
the fair market value of the shares acquired on the exercise date exceeds the
option price. Such fair market value becomes such Participant's tax basis of the
Common Stock so acquired. Upon a subsequent sale or taxable exchange of the
Common Stock acquired upon a nonqualified stock option exercise, a participant
will recognize long or short-term capital gain or loss equal to the difference
between the amount realized on the sale and the tax basis of he shares sold or
exchanged. Provided the applicable withholding requirements are met, the Company
will be entitled to a tax deduction in the same amount and at the same time as
the participant is in receipt of income in connection with the exercise of a
nonqualified stock option (but not in connection with the taxation of the
subsequent sale or taxable exchange of the Common Stock).

INCENTIVE STOCK OPTIONS.

Neither the grant nor the exercise of an incentive stock option will have an
immediate tax consequence to the Company or a Participant. If a Participant
exercises an incentive stock option and does not dispose of the acquired Common
Stock within two years after the grant of the option or within one year after
the date of the transfer of the Common Stock to such Participant (a
"disqualifying disposition"), the Company will not be entitled to a tax
deduction, such Participant will realize no compensation income, and any gain or
loss that is realized on a subsequent sale or taxable exchange of the Common
Stock will be treated as long-term capital gain or loss equal to the difference
between the amount realized on the sale or exchange on the option price of
shares sold or exchanged. The spread between the option price and the fair
market value of the Common Stock on the date of an incentive stock option
exercise is an adjustment for purposes of computing the Participant's
alternative minimum tax (if any).

In the event of a disqualifying disposition of the Common Stock acquired upon
exercise of an incentive stock option, a Participant's and the Company's tax
treatment will be the same as if such Participant exercised a nonqualified stock
option, with one exception. Such Participant must still treat the spread between
the option price and fair market value of he Common Stock on the date of
exercise of the incentive stock option as an adjustment for purposes of the
alternative minimum tax, unless 
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the disqualifying disposition occurs in the same tax year as the incentive stock
option is exercised.

RESTRICTED SHARES.

The Company will receive a tax deduction at the time that all restrictions lapse
on the Restricted Shares held by a Participant. The tax deduction will be equal
to the fair market value of the Restricted Shares at that time. Because the
Restricted Shares are subject to a substantial risk of forfeiture (the
requirement that employment be continued for the restriction period), the
Participant will have no income until all of the restrictions lapse. However, a
Participant who is awarded Restricted Shares may elect, in accordance with
Section 83(b) of the Code (an 83(b) election"), to be taxed in the year of grant
on the fair market value of the Shares at the date of grant.

Dividends are taxable to the Participant upon receipt. The Company will receive
a tax deduction for dividends paid on Restricted Shares unless the Participant
has made an 83(b) election with regard to such shares.

PERFORMANCE AWARDS.

A Participant will be taxed at the time of payment of a Performance Award, for
the amount of cash and the fair market value of any Common Stock received. The
Company will receive a deduction at the same time such Participant is paid the
Performance Award.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code.

Incorporation of Certain Documents by Reference

The Company hereby undertakes to provide without charge to each person to whom
this document is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents (i) incorporated by reference in Item 3 of
part II of the Company's latest Registration Statement on Form S8 relating to
the Plan (such documents are hereby incorporated by reference into the Section
10(a) prospectus) and (ii) required to be delivered pursuant to Rule 428(b) of
Regulation C under the 1933 Act.

Requests for such documents should be directed to Richard C. Kelly, Senior Vice
President, Finance, Treasurer and Chief Financial Officer by mail at Suite 900,
1225 17th Street, Denver, Colorado 80202-5533, or by telephone at (303) 571-
7511.