THIS AMENDMENT is made, entered into and is effective as of this 22nd day of August, 1995, by and between Public Service Company of Colorado, a Colorado corporation (the "Company"), and Patricia T. Smith (the "Executive"). The Employment Agreement...

 
                                                                Exhibit 10(g)(7)

                   AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN
            XXXXXXXX X. XXXXX AND PUBLIC SERVICE COMPANY OF COLORADO


     THIS AMENDMENT is made, entered into and is effective as of this 22nd day
of August, 1995, by and between Public Service Company of Colorado, a Colorado
corporation (the "Company"), and Xxxxxxxx X. Xxxxx (the "Executive"). The
Employment Agreement between Company and Executive (the "Agreement") executed on
December 5, 1994, is amended as follows:
                                        
     1. The phrase "Section 7.4 herein" contained in Section 4.1(b) shall be
deleted in its entirety and rewritten to read "Section 7.3 herein."

     2. The sentence in Section 4.1 of the Agreement commencing with "For
purposes of this Agreement . . ." shall be deleted in its entirety and rewritten
to read as follows:

        "For purposes of this Agreement, a Change in Control shall have the same
        meaning as defined in the severance agreement between the Executive and
        the Company (the "Severance Agreement")."

     3. Section 7.4 is deleted in its entirety and rewritten to read as follows:

        "7.4 TERMINATION AFTER ANNOUNCEMENT OR CHANGE IN CONTROL. In connection
        with a Change in Control (as defined in Section 4.1 herein), during the
        Coverage Period (as defined in Section 3.a of the Severance Agreement)
        the Executive shall be entitled to the greater of

 
        (a) the payments she would otherwise be entitled to receive for the
        remaining term of this Agreement; or (b) those payments provided under
        the Severance Agreement. If it is determined that payments will be made
        pursuant to this Agreement in connection with a Change in Control, the
        Executive shall be entitled to tax-free reimbursements of any excise
        taxes that may arise as a result of such payments. In addition, for
        purposes of Section 4.1 of this Agreement, if there is a termination of
        employment during the Coverage Period, the restrictions on the shares
        referred to in Section 4.1 shall lapse and such shares shall become
        freely tradable, subject to any transfer restrictions under applicable
        federal and state securities laws."

    4.  The following language shall be added to the Agreement as Section 7.5:

        "7.5 EMPLOYMENT BY PARENT. The Executive's termination of employment
        with the Company to become an employee of a corporation which owns 100%
        of the Company shall not be considered a termination of employment for
        purposes of this Agreement. The subsequent termination of Executive's
        employment from such corporation shall be considered a termination of
        employment for purposes of this Agreement."

                                              PUBLIC SERVICE COMPANY OF COLORADO


          /s/ X. X. Xxxx      
By:__________________________________

                          EXECUTIVE


          /s/ Xxxxxxxx X. Xxxxx    
By:__________________________________
                       Xxxxxxxx X. Xxxxx