Exhibit 10.01


Second Amendment


to the


Xcel Energy Senior Executive
Severance and Change-In-Control


Policy


THIS
SECOND AMENDMENT is made this 22nd day of May, 2007, by Xcel
Energy Inc. (the “Principal Sponsor”).


WITNESSETH:


WHEREAS,
the Principal Sponsor maintains the Xcel Energy Senior Executive Severance and
Change-In-Control Policy (the “Policy”), and


WHEREAS,
the Board of Directors of the Principal Sponsor (the “Board”)  has reserved the right to make amendments
to the Policy, and


WHEREAS,
in accordance with the requirements under Section 3.1 of the
Policy, the Board may authorize an amendment to the Policy to add any
Participant; and


WHEREAS,
the Board wishes to amend the Policy in certain respects
effective January 1, 2007, to add Paul J. Bonavia as a Participant, but only
for purposes of the Change in Control provisions of the Policy.


NOW,
THEREFORE, the Board hereby amends the Policy effective June
1, 2007, as follows:


1.               SCHEDULE I, Participants,  as
attached to and made a part of the Policy, is hereby amended, effective June 1,
2007, as follows:


Schedule I


Participants


	
  Employee Name

  	
   

  	
  Tier

  	
   

  	
  Severance Multiple

  	
   

  	
  Change-in-Control

  Multiple

  	
   

  
	
  Fowke III, Benjamin

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Bonavia, Paul

  	
   

  	
  I

  	
   

  	
  *

  	
   

  	
  3

  	
   

  
	
  Gogel, Raymond

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Hart, Cathy

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Kelly, Richard

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Lesher, Cynthia

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Madden, Teresa

  	
   

  	
  II

  	
   

  	
  1

  	
   

  	
  2

  	
   

  
	
  Sparby, David

  	
   

  	
  II

  	
   

  	
  1

  	
   

  	
  2

  	
   

  
	
  Tyson II, George

  	
   

  	
  II

  	
   

  	
  1

  	
   

  	
  2

  	
   

  
	
  Vincent, Patricia

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  
	
  Wilks, David

  	
   

  	
  I

  	
   

  	
  1

  	
   

  	
  3

  	
   

  



 






*              Paul
Bonavia shall not be a Participant in the Policy for purposes of entitlement to
Separation Benefits in accordance with Section 4.3 by reason of 













ceasing to be an Employee in circumstances as
provided in Section 4.2(a), but shall be a Participant for purposes of the
remaining provisions of the Policy.


2.               Article VIII MISCELLANEOUS is amended by the addition of new Section 8.6, to read as follows:


Sec. 8.6      Tax Penalty Avoidance.  The provisions of this Policy are not
intended, and should not be construed to be legal, business or tax advice.  The Company, Participants and any other party
having any interest herein are hereby informed that the U.S. federal tax advice
contained in this document (if any) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Code or
(ii) promoting, marketing or recommending to any party any transaction or
matter addressed herein.


3.              Savings Clause.  Except as
hereinabove set forth, the Xcel Energy Senior Executive Severance and
Change-In-Control Policy shall continue in full force and effect.


IN WITNESS WHEREOF, Xcel Energy
Inc. has caused this instrument to be enacted by its duly authorized officer as
of the date set forth to be effective June 1, 2007.


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Cathy J.
  Hart

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Cathy J. Hart

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
  Vice President
  and Corporate Secretary