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