Exhibit 10.07


 


XCEL
ENERGY INC.


 


 NONQUALIFIED DEFERRED COMPENSATION PLAN


 


(2009
Restatement)


 


First Effective January 1, 2000, restated effective January 1,
2002 and January 1, 2009


 

















 


XCEL ENERGY NONQUALIFIED DEFERRED COMPENSATION
PLAN


 


(2009
Restatement)


 


TABLE OF CONTENTS


 


	
  SECTION 1 
  INTRODUCTION

  	
  1

  
	
   

  	
  1.1

  	
  Purpose

  	
  1

  
	
   

  	
  1.2

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
  1.2.1

  	
  Account

  	
  1

  
	
   

  	
   

  	
  1.2.2

  	
  Administrator – means the Committee or such other
  person or persons designated by the Committee as provided in Section 9.

  	
  2

  
	
   

  	
   

  	
  1.2.3

  	
  Affiliate

  	
  2

  
	
   

  	
   

  	
  1.2.4

  	
  Annual Incentive Bonus

  	
  2

  
	
   

  	
   

  	
  1.2.5

  	
  Annual Valuation Date

  	
  2

  
	
   

  	
   

  	
  1.2.6

  	
  Base Salary

  	
  2

  
	
   

  	
   

  	
  1.2.7

  	
  Beneficiary

  	
  2

  
	
   

  	
   

  	
  1.2.8

  	
  Beneficiary Designation Form

  	
  2

  
	
   

  	
   

  	
  1.2.9

  	
  Code

  	
  2

  
	
   

  	
   

  	
  1.2.10

  	
  Committee

  	
  2

  
	
   

  	
   

  	
  1.2.11

  	
  Distribution Election Form

  	
  2

  
	
   

  	
   

  	
  1.2.12

  	
  Effective Date

  	
  2

  
	
   

  	
   

  	
  1.2.13

  	
  Employer

  	
  3

  
	
   

  	
   

  	
  1.2.14

  	
  Employer Discretionary Credit Subaccount

  	
  3

  
	
   

  	
   

  	
  1.2.15

  	
  Employer Matching Credit Subaccount

  	
  3

  
	
   

  	
   

  	
  1.2.16

  	
  Financial Hardship

  	
  3

  
	
   

  	
   

  	
  1.2.17

  	
  Investment Election Form

  	
  3

  
	
   

  	
   

  	
  1.2.18

  	
  Investment Fund

  	
  3

  
	
   

  	
   

  	
  1.2.19

  	
  Participant

  	
  4

  
	
   

  	
   

  	
  1.2.20

  	
  Plan

  	
  4

  
	
   

  	
   

  	
  1.2.21

  	
  Plan Statement

  	
  4

  
	
   

  	
   

  	
  1.2.22

  	
  Plan Year

  	
  4

  
	
   

  	
   

  	
  1.2.23

  	
  Pre-Tax Deferrals

  	
  4

  
	
   

  	
   

  	
  1.2.24

  	
  Pre-Tax Deferral Subaccount

  	
  4

  
	
   

  	
   

  	
  1.2.25

  	
  Principal Sponsor

  	
  4

  
	
   

  	
   

  	
  1.2.26

  	
  Separation from Service

  	
  4

  
	
   

  	
   

  	
  1.2.27

  	
  Transfer Subaccount

  	
  5

  
	
   

  	
   

  	
  1.2.28

  	
  Trust

  	
  5

  
	
   

  	
   

  	
  1.2.29

  	
  Trust Fund

  	
  5

  
	
   

  	
   

  	
  1.2.30

  	
  Trustee

  	
  5

  



 


i

















 


	
   

  	
   

  	
  1.2.31

  	
  Valuation Date

  	
  5

  
	
   

  	
  1.3

  	
  Rules of Interpretation

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2  PARTICIPATION

  	
  7

  
	
   

  	
  2.1

  	
  Eligibility

  	
  7

  
	
   

  	
   

  	
  2.1.1

  	
  Initial Plan Year of Participation

  	
  7

  
	
   

  	
   

  	
  2.1.2

  	
  Ongoing Participation

  	
  7

  
	
   

  	
  2.2

  	
  Cessation of Eligibility

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3  CREDITS AND ADJUSTMENTS OF ACCOUNTS

  	
  8

  
	
   

  	
  3.1

  	
  Credits

  	
  8

  
	
   

  	
   

  	
  3.1.1

  	
  Employee Deferrals

  	
  8

  
	
   

  	
  3.2

  	
  Rules Regarding Participant Contributions

  	
  8

  
	
   

  	
   

  	
  3.2.1

  	
  Timing

  	
  8

  
	
   

  	
   

  	
  3.2.2

  	
  Irrevocable

  	
  8

  
	
   

  	
   

  	
  3.2.3

  	
  Crediting of Deferred Compensation

  	
  8

  
	
   

  	
  3.3

  	
  Employer Credits

  	
  9

  
	
   

  	
  3.4

  	
  Adjustments of Account

  	
  10

  
	
   

  	
   

  	
  3.4.1

  	
  Initial Election of Investment Funds

  	
  10

  
	
   

  	
   

  	
  3.4.2

  	
  Changes to Investment Fund Elections

  	
  10

  
	
   

  	
   

  	
  3.4.3

  	
  Debits and Credits to Accounts

  	
  10

  
	
   

  	
   

  	
  3.4.4

  	
  Phantom Stock

  	
  11

  
	
   

  	
  3.5

  	
  No Actual Investment

  	
  11

  
	
   

  	
  3.6

  	
  FICA and Other Taxes

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4  VESTING OF ACCOUNT

  	
  12

  
	
   

  	
   

  
	
  SECTION 5  PAYMENT

  	
  13

  
	
   

  	
  5.1

  	
  Participant Election of Time and Form of
  Payment

  	
  13

  
	
   

  	
  5.2

  	
  Time of Payment

  	
  13

  
	
   

  	
  5.3

  	
  Form of Payment

  	
  13

  
	
   

  	
   

  	
  5.3.1

  	
  Term Certain Installments

  	
  13

  
	
   

  	
   

  	
  5.3.2

  	
  Lump Su

  	
  13

  
	
   

  	
   

  	
  5.3.3

  	
  Default

  	
  13

  
	
   

  	
  5.4

  	
  Small Amounts

  	
  14

  
	
   

  	
  5.5

  	
  Subsequent Distribution Election

  	
  14

  
	
   

  	
  5.6

  	
  Transitional Elections

  	
  14

  
	
   

  	
  5.7

  	
  Payment on Death of Change in Control

  	
  14

  
	
   

  	
   

  	
  5.7.1

  	
  Death

  	
  14

  
	
   

  	
   

  	
  5.7.2

  	
  Change in Control

  	
  14

  
	
   

  	
  5.8

  	
  Payment to Beneficiary

  	
  15

  
	
   

  	
  5.9

  	
  Withholding of Taxes

  	
  15

  



 


ii

















 


	
   

  	
  5.10

  	
  Acceleration of Payments

  	
  15

  
	
   

  	
   

  	
  5.10.1

  	
  Financial Hardship Distribution

  	
  15

  
	
   

  	
   

  	
  5.10.2

  	
  Payment of Employment Taxes or Income Taxes

  	
  15

  
	
   

  	
   

  	
  5.10.3

  	
  Payment upon Income Inclusion under Code §409A

  	
  15

  
	
   

  	
   

  	
  5.10.4

  	
  Conflicts of Interest

  	
  15

  
	
   

  	
   

  	
  5.10.5

  	
  Termination of Plan

  	
  16

  
	
   

  	
  5.11

  	
  Delay of Payments

  	
  16

  
	
   

  	
  5.12

  	
  Application for Payment

  	
  16

  
	
   

  	
  5.13

  	
  Rehired Employee

  	
  16

  
	
   

  	
  5.14

  	
  Designation of Beneficiaries

  	
  16

  
	
   

  	
   

  	
  5.14.1

  	
  Right to Designate

  	
  16

  
	
   

  	
   

  	
  5.14.2

  	
  Failure of Designation

  	
  17

  
	
   

  	
   

  	
  5.14.3

  	
  Definitions

  	
  17

  
	
   

  	
   

  	
  5.14.4

  	
  Special Rules

  	
  17

  
	
   

  	
   

  	
  5.14.5

  	
  No Spousal Rights

  	
  17

  
	
   

  	
  5.15

  	
  Death Prior to Full Distribution

  	
  18

  
	
   

  	
  5.16

  	
  Facility of Payment

  	
  18

  
	
   

  	
  5.17

  	
  Payment Obligations of Participating Employers

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6  UNFUNDED PLAN

  	
  20

  
	
   

  	
  6.1

  	
  Establishment of Trust

  	
  20

  
	
   

  	
  6.2

  	
  Funding and Location of Trust

  	
  20

  
	
   

  	
  6.3

  	
  Interrelationship of the Plan and the Trust

  	
  20

  
	
   

  	
  6.4

  	
  Distributions from the Trust

  	
  20

  
	
   

  	
  6.5

  	
  Spendthrift Provision

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7  AMENDMENT AND TERMINATION

  	
  21

  
	
   

  	
  7.1

  	
  Amendment

  	
  21

  
	
   

  	
  7.2

  	
  Termination

  	
  21

  
	
   

  	
   

  	
  7.2.1

  	
  Dissolution or Bankruptcy

  	
  21

  
	
   

  	
   

  	
  7.2.2

  	
  Discretionary Termination

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8  DETERMINATIONS – RULES AND REGULATIONS

  	
  22

  
	
   

  	
  8.1

  	
  Determinations

  	
  22

  
	
   

  	
  8.2

  	
  Rules and Regulations

  	
  22

  
	
   

  	
  8.3

  	
  Method of Executing Instruments

  	
  22

  
	
   

  	
  8.4

  	
  Claims Procedure

  	
  22

  
	
   

  	
   

  	
  8.4.1

  	
  Original Claim

  	
  22

  
	
   

  	
   

  	
  8.4.2

  	
  Review of Denied Claim

  	
  22

  
	
   

  	
   

  	
  8.4.3

  	
  General Rules

  	
  23

  
	
   

  	
  8.5

  	
  Information Furnished by Participants

  	
  24

  



 


iii

















 


	
  SECTION 9  PLAN ADMINISTRATION

  	
  25

  
	
   

  	
  9.1

  	
  Principal Sponsor

  	
  25

  
	
   

  	
   

  	
  9.1.1

  	
  Officers

  	
  25

  
	
   

  	
   

  	
  9.1.2

  	
  Chief Executive Officer

  	
  25

  
	
   

  	
  9.2

  	
  Committee

  	
  25

  
	
   

  	
   

  	
  9.2.1

  	
  Appointment and Removal

  	
  25

  
	
   

  	
   

  	
  9.2.2

  	
  Automatic Removal

  	
  25

  
	
   

  	
   

  	
  9.2.3

  	
  Authority

  	
  25

  
	
   

  	
   

  	
  9.2.4

  	
  Majority Decisions

  	
  26

  
	
   

  	
  9.3

  	
  Limitation on Authority

  	
  26

  
	
   

  	
   

  	
  9.3.1

  	
  Generally

  	
  26

  
	
   

  	
   

  	
  9.3.2

  	
  Trustee

  	
  26

  
	
   

  	
  9.4

  	
  Conflict of Interest

  	
  27

  
	
   

  	
  9.5

  	
  Dual Capacity

  	
  27

  
	
   

  	
  9.6

  	
  Administrator

  	
  27

  
	
   

  	
  9.7

  	
  Service of Process

  	
  27

  
	
   

  	
  9.8

  	
  Administrative Expenses

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10  DISCLAIMERS

  	
  28

  
	
   

  	
  10.1

  	
  Term of Employment

  	
  28

  
	
   

  	
  10.2

  	
  Source of Payment

  	
  28

  
	
   

  	
  10.3

  	
  Delegation

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDENDUM A  DESIGNATED EMPLOYERS AND DESIGNATED
  AFFILIATES

  	
  29

  



 


iv

















 


XCEL ENERGY INC. NONQUALIFIED DEFERRED
COMPENSATION PLAN


 


(2009
Restatement)


 


SECTION 1


 


INTRODUCTION


 


1.1                                Purpose.  Effective January 18, 1980, Northern
States Power Company (NSP) established the NSP Deferred Compensation Plan.  That Plan was restated as amended through January 1,
1992 (The “NSP 1992 Plan”). Effective July 1, 1998, New Century Energies, Inc.
(NCE) established the Salary Deferral and Supplemental Savings Plan for
Executive Officers, and the Salary Deferral and Supplemental Savings Plan for
Key Managers (the NCE Nonqualified Plans). (For convenience, the foregoing
plans are collectively referred to herein as the “Former Nonqualified Plans”).  Effective January 1, 2000, NSP
established the NSP Nonqualified Deferred Compensation Plan (2000 Statement).


 


As of August 2000, NSP and NCE merged to become
Xcel Energy Inc.  Effective January 1,
2002, the NSP Nonqualified Deferred Compensation Plan (2000 Statement) and the
Former Nonqualified Plans were combined into one plan statement and the name of
the Plan was changed to the “Xcel Energy Inc. Nonqualified Deferred Compensation
Plan,” effective as to amounts credited to Accounts on and after January 1,
2002.


 


Effective January 1, 2009, this Plan was again
amended and restated to include all amendments issued after the January 1,
2002 restatement effective date, and to cause the Plan to be compliant with Section 409A
of the Internal Revenue Code of 1986, as amended, and the guidance issued
thereunder. During the period from and after January 1, 2005 through the
effective date of this restatement, the Plan has been operated in good faith
compliance with IRS Notice 2005-1, proposed and final regulations under Code Section 409A
and other applicable guidance. Pursuant to such guidance, Participants were
provided the opportunity to make transitional elections regarding the payment
of their Accounts as described in Section 5.


 


This Plan is a nonqualified, unfunded elective
deferral plan for the purpose of allowing a select group of management and
highly compensated employees of the Principal Sponsor and other Employers to
defer the receipt of certain compensation which would otherwise be paid to
those employees pursuant to the terms set forth herein.


 


1.2                                Definitions.  When the following terms are used herein with
initial capital letters, they shall have the following meanings:


 


1.2.1                      Account – the separate bookkeeping
account(s) representing the unfunded and unsecured general obligation of
the Employer that are maintained for the purpose of determining each
Participant’s or Beneficiary’s interest in the Plan. To the extent determined
by the Committee, the Committee may establish a separate Pre-Tax Deferral
Subaccount, a separate Transfer Subaccount, a separate Employer Matching Credit
Subaccount, a separate Employer Discretionary Credit Subaccount, and such other
accounts and subaccounts as it determines from time to time to be advisable,
for one or 


 


1

















 


more Participants. For
convenience, and unless the context otherwise indicates, “Account” shall refer
to a Participant’s or Beneficiary’s entire interest under the Plan.


 


1.2.2                      Administrator
– means the Committee or such other person or persons designated by the
Committee as provided in Section 9.


 


1.2.3                      Affiliate – a business entity that
is at least 50% owned or affiliated in ownership with the Principal Sponsor, as
defined in regulations issued under Section 409A of the Code.


 


1.2.4                      Annual Incentive Bonus – the annual
incentive bonus, if any, payable to a Participant from time to time pursuant to
the Xcel Energy Inc. Executive Annual
Incentive Award Plan and the Xcel Energy Inc. 
Non-bargaining Business Unit Vice President Managing Director and
Employee Incentive Plan, or any similar annual incentive plans established by
an Employer and recognized by the Committee as an Annual Incentive Bonus for
purposes of this Plan.


 


For purposes of this Section, an Annual Incentive
Bonus may be considered “performance based compensation” if the award is based
on services performed over a period of at least twelve months and meets the
definition of performance based compensation found in Code Section 409A
and the regulations issued thereunder.


 


1.2.5                      Annual Valuation Date – each December 31.


 


1.2.6                      Base Salary – a Participant’s
regular annual base salary in effect from time to time during each Plan Year,
unreduced for any salary deferrals under any Employer savings, incentive or
other employee benefit plan, whether or not the same is qualified under section
401(a) of the Code.


 


1.2.7                      Beneficiary – a person designated on
a Beneficiary Designation Form in writing by a Participant (or
automatically by operation of this Plan Statement) to receive all or a part of
the Participant’s Account in the event of the Participant’s death prior to full
distribution thereof.  A person so
designated shall not be considered a Beneficiary until the death of the
Participant.


 


1.2.8                      Beneficiary Designation Form –
the form prescribed by the Committee upon which a Participant may designate a
Beneficiary.


 


1.2.9                      Code – the Internal Revenue Code of
1986, as amended from time to time.


 


1.2.10                Committee – a Committee appointed
pursuant to Section 9.


 


1.2.11                Distribution Election Form –
the form prescribed by the Committee pursuant to which a Participant may elect
a form of distribution of his or her Account under the Plan as provided by Section 5.3.


 


1.2.12                Effective Date – January 1,
2002.  The Effective Date of this
Restatement is January 1, 2009 except as otherwise provided herein.


 


2

















 


1.2.13                Employer – the Principal Sponsor and
any business entity that is designated by the Principal Sponsor and identified
on Addendum A as employing employees that are eligible to be selected to
participate in this Plan.


 


1.2.14                Employer Discretionary Credit Subaccount
– the Account, if any, maintained for a Participant to which is credited
Employer discretionary credits.  The
amount of any such credit shall be determined in the sole discretion of the
Employer and may be subject to such vesting schedule(s), restrictions and other
conditions as the Employer may determine in its sole discretion.  Any amounts so credited on behalf of any
Participant may be smaller or larger than for any other Participant, and the
amount credited to any Participant for a Plan Year may be zero, even though one
or more other Participants receive a discretionary Employer credit for such
year.  The time and manner of payment of
such discretionary credit shall be decided no later than the later of (a) the
time the Participant has a legally binding right to the compensation, or (b) the
time by which the Participant would be required to make an election under Code
§409A (whether or not the Participant in fact is allowed to elect the time and
form of payment).


 


1.2.15                Employer Matching Credit Subaccount –
the Account, if any, maintained for a Participant to which is credited Employer
matching credits pursuant to Section 3.3(c).


 


1.2.16                Financial Hardship – means an
unforeseeable emergency which is a severe financial hardship of the Participant
resulting from an illness or accident of the Participant, the Participant’s
spouse, the Participant’s Beneficiary, or the Participant’s dependent (as
defined in Code §152, without regard to Code §§152(b)(1), (b)(2), and
(d)(1)(B)); loss of the Participant’s property due to casualty (including the
need to rebuild a home following damage to a home not otherwise covered by
insurance); or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Participant’s control. Examples
include, but are not limited to, the imminent foreclosure of or eviction from
the Participant’s primary residence, the need to pay for medical expenses,
including non-refundable deductibles and the costs of prescription drug
medication, the need to pay for the funeral expenses of a spouse, a
Beneficiary, or a dependent (as defined above). 
Whether a Participant is faced with an unforeseeable emergency is to be
determined by the Committee based on the relevant facts and circumstances of
each case, but, in any case, a distribution on account of unforeseeable
emergency may not be made to the extent that such emergency is or may be
relieved through reimbursement or compensation from insurance or otherwise, by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not cause severe financial hardship), or by cessation of deferrals
under the Plan. Financial Hardship distributions must be limited to the amount
reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay any Federal, state, local, or foreign income taxes or
penalties reasonably anticipated to result from the distribution).  Examples of what are not considered to be
unforeseeable emergencies include the need to send a Participant’s child to
college or the desire to purchase a home.


 


1.2.17                Investment Election Form – the
form prescribed by the Committee from time to time pursuant to which a
Participant may select the hypothetical investment of his or her Account
pursuant to the provisions of Section 3.


 


1.2.18                Investment Fund  –
any of the hypothetical investment funds established by the Committee pursuant
to the provisions of Section 3.


 


3

















 


1.2.19                Participant – an employee (other
than an employee whose employment terms are subject to a collective bargaining
agreement) of an Employer who is a member of a select group of management or
highly compensated employees and who elects to participate in this Plan.  Effective on and after January 1, 2009,
an employee is considered highly compensated for purposes of the preceding
sentence if his or her Base Salary is equal to or greater than $150,000.
Notwithstanding the preceding sentence, a Participant who had participated, but
because his or her Base Salary is less than $150,000 is otherwise no longer be
eligible to participate, may continue to make Pre-Tax Deferrals provided he or
she continues to do so on an annual basis. 
In addition, an employee or former employee of an Employer shall be
considered a Participant in this Plan if he or she has otherwise accrued a
benefit under the terms of the Plan as a result of the transfer of a Former
Nonqualified Plan to this Plan or because of an Employer credit to such
employee or former employee.


 


1.2.20                Plan – the nonqualified, income deferral
program maintained by the Principal Sponsor established for the benefit of
Participants eligible to participate therein, as set forth in this Plan
Statement.  (As used herein, “Plan” does
not refer to the documents pursuant to which the Plan is maintained.  Those documents are referred to herein as the
“Plan Statement”).  The Plan shall be
referred to as the “Xcel Energy Inc. 
Nonqualified Deferred Compensation Plan.”


 


1.2.21                Plan Statement – this document
entitled “XCEL ENERGY INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (2009
Restatement)” as adopted by the Principal Sponsor effective as of January 1,
2009, as the same may be amended from time to time thereafter.


 


1.2.22                Plan Year – the twelve (12)
consecutive month period ending on any Annual Valuation Date.


 


1.2.23                Pre-Tax Deferrals – the Base Salary
and Annual Incentive Bonus deferrals made to the Plan pursuant to the
provisions of Section 3.


 


1.2.24                Pre-Tax Deferral Subaccount – the
Account maintained for each Participant to which is credited such Participant’s
Pre-Tax Deferrals pursuant to Section 3.1.2, below.


 


1.2.25                Principal Sponsor – Xcel Energy
Inc., a Minnesota corporation.


 


1.2.26                Separation from Service – means:


 


(a)                                  An Employee’s death, retirement or other
termination of employment, from the Employer and all Affiliates.  A Separation from Service shall not be
considered to have occurred and the Participant’s employment relationship is
treated as continuing while the Participant is on military leave, sick leave,
or other bona fide leave of absence if such period of leave does not exceed 6
months or, if longer, so long as the Participant’s right to reemployment is
provided by statute or by contract.  If
the period of leave exceeds 6 months and such reemployment rights are not
provided, then the Participant is deemed to have a termination of employment as
of the first date immediately following such 6-month period.


 


4

















 


(b)                                 A termination of employment will occur as of
a specified date if the facts and circumstances indicate that (1) the
Employer and the Participant reasonably anticipated that no further services
would be performed after that date or (2) the level of bona fide services
the Participant would perform after that date (whether as an employee or an
independent contractor) would permanently decrease to 20% or less of the
average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period (or the
full period of such services, if less than 36 months).


 


(c)                                  A Participant is presumed to (1) have
incurred a termination of employment from the Employer and all Affiliates where
the level of bona fide services the Participant performs after such date
decreases to a level equal to 20% or less of the average level of services
performed by the Participant over the immediately preceding 36-month period (on
the full period of such services, if less than 36 months); and (2) not to
have incurred a termination of employment from the Employer and all Affiliates
where the level of bona fide services the Participant performs after such date
continues at a level equal to 50% or more of the average level of services
performed by the Participant over the immediately preceding 36-month period (or
the full period of such services, if less than 36 months).  These presumptions can be rebutted by showing
that the Employer and the Participant reasonably anticipated that there either
would or would not have been a Separation from Service in accordance with
paragraph (b).


 


(d)                                 In the case of a Participant who is an
independent contractor, Separation from Service means the expiration of the
contract (or, as applicable, all contracts) under which services are performed
for the Employer or any Affiliate if the expiration constitutes a good faith
and complete termination of the contractual relationship.


 


1.2.27                Transfer Subaccount – the Account,
if any, maintained for a Participant to which is credited some part or all of
the benefits of the Participant under any other nonqualified plan maintained by
the Employer or any Former Nonqualified Plan. 
Such amounts may be transferred to this Plan only upon the approval of
the Committee, subject to such rules and conditions as the Committee may
impose, and only if the Committee determines that such transfer can occur in a
manner that does not violate the requirements of Code §409A.


 


1.2.28                Trust – the Trust agreement, if any,
for the Plan, which shall be a grantor trust, established by the Principal
Sponsor.


 


1.2.29                Trust Fund – the fund or funds, if
any, established by the Principal Sponsor pursuant to Section 6.


 


1.2.30                Trustee – that person or entity, if
any, which shall have been appointed by the Principal Sponsor to hold the
assets of any Trust created pursuant to Section 6.


 


1.2.31                Valuation Date – the last day of
each calendar quarter of the Plan Year, and such other time or times as
determined by the Committee.


 


1.3                                Rules of Interpretation.  The following rules shall apply for
purposes of interpreting this Plan.


 


5

















 


1.3.1              An
individual shall be considered to have attained a given age on such individual’s
birthday for that age (and not on the day before).  Individuals born on February 29 in a
leap year shall be considered to have their birthdays on February 28 in
each year that is not a leap year.


 


1.3.2              Whenever
appropriate, words used herein in the singular may be read in the plural, or
words used herein in the plural may be read in the singular; the masculine may
include the feminine; and the words “hereof,” “herein” or “hereunder” or other
similar compounds of the word “here” shall mean and refer to this entire Plan
document and not to any particular paragraph or section of this Plan document
unless the context clearly indicates to the contrary.


 


1.3.3              If, under the rules of this Plan, an election,
form or other document (whether in written or electronic form) must be filed
with or received by the Committee, it must be actually received by the
Committee or its agent to be effective. 
The determination of whether or when an election, form or other document
has been received by the Committee shall be made by the Committee on the basis
of what documents are acknowledged by the Committee to be in its actual possession
without regard to any “mailbox rule” or similar rule of evidence.  The absence of a document in the Committee’s
records and files shall be conclusive and binding proof that the document was
not received.


 


1.3.4              The titles given to the various sections of this Plan
document are inserted for convenience of reference only and are not part of
this Plan document, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof.


 


1.3.5              This Plan shall be construed and this Plan shall be
administered to create an unfunded plan providing deferred compensation to a
select group of management or highly compensated employees so that it is exempt
from the requirements of Parts 2, 3 and 4 of Title I of the Employee Retirement
Income Security Act of 1974 (ERISA) and qualifies for a form of simplified,
alternative compliance with the reporting and disclosure requirements of Part 1
of Title I of ERISA.  It is further
intended that this Plan shall satisfy the conditions for a deferral of income
under the Code including but not limited to the provisions of Code §409A and in
a manner that will not cause a Participant to be liable for the payment of
interest and tax penalties which may be imposed under Code §409A.  If any provision of this Plan may be
susceptible to more than one interpretation or to an interpretation that may
result in the Plan’s failing to satisfy Code §409A, such provision shall be
applied as construed in a manner that is consistent with the provisions of such
Code section.


 


1.3.6              This document has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State
and shall, subject to the foregoing, be construed and enforced in accordance
with the laws of the State of Minnesota.


 


6














 


SECTION 2


 


PARTICIPATION


 


2.1                                Eligibility.  A Participant may elect to make contributions
to the Plan as follows:


 


2.1.1                      Initial
Plan Year of Participation.  A newly hired highly compensated
employee may make an initial deferral election within the 30-day period that
that follows his hire date.  Such
election may only be effective as to Base Salary that would be payable with
respect to services to be performed after such election is made.  An individual shall be treated as a newly
hired employee only once; an individual who does not make an election under
this Section 2.1.1, or has made an election as a newly hired employee
under this Plan or similar provisions of any other plan that would be
aggregated with this Plan under Code §409A, shall make his deferral election
under the provisions of Section 2.1.2, below.


 


An employee who becomes eligible to participate in
this Plan because he becomes a highly compensated employee during a Plan Year,
may make an initial deferral election during such year pursuant to the
provisions of Section 2.1.2, effective for the Plan Year after such
election is made.


 


2.1.2                      Ongoing
Participation. 
Each other Participant may elect to make contributions to the Plan by
filing a deferral election with the Committee by such date as Committee shall
prescribe, which date shall (a) as to Base Salary and Annual Incentive
Bonus deferrals, be no later than December 31 of the Plan Year prior to
the beginning of the Plan Year to which such election is to apply, except (b) if
the Annual Incentive Bonus is determined by the Committee to be “performance-based
compensation” within the meaning of Treas. Reg. §1.409A-2(8), the Committee may
permit such election to be made no later than 6 months before the end of the
performance period to which such election relates.


 


2.2                                Cessation of Eligibility.  If during a Plan
Year, a Participant has a Separation from Service, his deferrals shall cease as
of the date of such Separation from Service. 
If, during a Plan Year, a Participant ceases to satisfy the criteria
that qualified him as a Participant (including, for this purpose, the
requirement that such individual be a member of
a select group of management or highly compensated employees (as that
expression is used in ERISA)), his deferrals under the Plan shall
continue for the rest of such Plan Year and shall then cease.  Such employee shall, however, remain a
Participant in the Plan until his Account (if any) is distributed from the
Plan, and deferrals may again be credited to his Account as of the January 1
following the year he again becomes a Participant.


 


7

















 


SECTION 3


 


CREDITS
AND ADJUSTMENTS OF ACCOUNTS


 


3.1                                Credits.


 


3.1.1                      Employee Deferrals.


 


(a)                                  Basic
Base Salary Deferrals.  For each Plan
Year, a Participant may elect to make a pre-tax Base Salary deferral of up to
75% of such Participant’s Base Salary (subject to any necessary withholding for
payroll and other taxes), provided such Participant’s unreduced base salary
(net of deferral election into this Plan) continues to exceed the maximum level
of “Federal Insurance Contributions Act taxable wages” (i.e. the FICA taxable
wage base), subject to any necessary withholding for payroll and other taxes.


 


(b)                                 Annual
Incentive Bonus Deferrals.  For each
Plan Year, a Participant may elect to make a pre-tax deferral of up to 100% of
such Participant’s Annual Incentive Bonus, subject to any necessary withholding
for payroll and other taxes.


 


3.2                                Rules Regarding Participant Contributions.  Each deferral election made by a Participant
shall be subject to the following rules and conditions:


 


3.2.1                      Timing.  A Participant’s deferral election shall be
made and shall become effective as provided in Section 2.1.1 or Section 2.1.2
as applicable.  If a Participant fails to
submit a deferral election when he or she is eligible to do so, such
Participant shall be deemed to have elected not to contribute for the Plan Year
to which such failure relates.


 


3.2.2                      Irrevocable.  Each Participant’s deferral election for a
Plan Year shall be irrevocable and shall remain in effect for all such Base
Salary and Annual Incentive Bonus paid during the Plan Year to which the
Participant’s deferral election relates. 
Notwithstanding the foregoing, a Participant’s contributions to the Plan
shall cease upon the occurrence of any of the following events:


 


(a)                                  The Participant
incurs a Financial Hardship, or receives a Financial Hardship distribution from
this Plan or from the Xcel Energy 401(k) Savings Plan, in which case such
Participant’s Pre-Tax Deferrals for the Plan Year in which such distribution is
made shall be cancelled for the Plan Year of such Financial Hardship or
Financial Hardship distribution and for the next following Plan Year;


 


(b)                                 The Participant’s
Separation from Service;


 


(c)                                  The Participant’s
death.


 


3.2.3                      Crediting
of Deferred Compensation.  A Participant’s Pre-Tax Deferrals shall be
credited to his Account as of the payroll date such compensation is withheld
from the Participant’s paycheck, or as soon as reasonably practicable thereafter.


 


8

















 


3.3                                Employer Credits.


 


(a)                                  Base
Salary Deferrals.  Within a
reasonable time following the date that the amount elected by the Participant
as a Base Salary deferral would otherwise be paid to such Participant, the
Employer shall credit the Participant’s Pre-Tax Deferral Subaccount with the
amount of such contribution(s).


 


(b)                                 Annual
Incentive Bonus Deferrals. Within a reasonable time following the date that
the amount elected by the Participant as an Annual Incentive Bonus would
otherwise be paid to such Participant, the Employer shall credit the
Participant’s Pre-Tax Deferral Subaccount with the amount of such
contributions.


 


(c)                                  Employer
Matching Credits. At such time as the Administrator shall determine but no
later than 180 days after the close of the Plan Year, the Employer Matching
Credit Subaccount of each Participant (other than a Participant subject to the
Traditional Benefit under the Xcel Energy Pension Plan) whose Base Salary
exceeds the compensation limit that prohibits the Participant from receiving a
full match within the Xcel Energy 401(k) Savings Plan (“Savings Plan”)
shall be allocated an Employer Matching Credit. 
Such Employer Matching Credit, if any, shall be calculated as follows:


 


(i)             The Base Salary
Deferrals shall be divided by Deferred Compensation Eligible Earnings to
determine the “Deferred Compensation Deferral Percentage.”  Deferred Compensation Eligible Earnings shall
be defined as (A) the Participant’s Base Salary less (B) the maximum
pre-tax contributions to the Savings Plan allowable under Code §402(g) divided
by 8%.


 


(ii)          If the result of Section 3.3(c)(i) is
less than 8%, the Employer Matching Credit will be 50% of the Participant’s
Base Salary Deferrals.


 


(iii)       If the result of Section 3.3(c)(i) is
more than 8%, the Employer Matching Credit will be 50% of 8% of the Deferred
Compensation Eligible Earnings.


 


(d)                                 Employer
Discretionary Credits. The amount of any such credit shall be determined in
the sole discretion of the Employer and may be subject to such vesting
schedule(s), restrictions and other conditions as the Employer may determine in
its sole discretion.  Any amounts so
credited on behalf of any Participant may be smaller or larger than for any
other Participant, and the amount credited to any Participant for a Plan Year
may be zero, even though one or more other Participants receive a discretionary
Employer credit for such year.  Any such
Employer credit shall be credited to the Participant’s Employer Discretionary
Credit Subaccount.


 


(e)                                  Transfer
Credits. Any benefits transferred to this Plan (whether by merger,
transfer, substitution or otherwise) on behalf of a Participant from another
nonqualified Plan of the Employer (including any Former Nonqualified Plan)
shall be credited to this Plan at their fair market value at the time of the
transfer.  Such amounts shall be credited
to the Transfer Subaccount of the Participant, unless the Committee, in its
discretion, determines that such amounts shall be credited to another account
of the Participant.  Notwithstanding the
foregoing, no 


 


9

















 


transfer shall be made to
this Plan unless such transfer and the form and payment of any transferred
funds, can be made in a manner that does not violate the provisions of Code
§409A.


 


3.4                                Adjustments of Account. Subject to
such rules as may be prescribed by the Committee from time to time,
amounts shall be credited or debited to a Participant’s Account in connection
with the deemed investment thereof as follows:


 


3.4.1                      Initial Election of Investment Funds.  In connection with a Participant’s initial
enrollment into the Plan, a Participant shall elect one or more Investment
Funds on an Investment Election Form filed with the Committee to be used
as an index to determine the additional amounts to be credited or debited to
such Participant’s Account.  If a
Participant fails to select any Investment Fund or if a Participant’s election
of an Investment Fund shall, for any reason, be ineffective, such Participant
shall be deemed to have elected the Vanguard Prime Money Market Fund or such
index Investment Fund as may be determined from time to time in the discretion
of the Committee.


 


3.4.2                      Changes to Investment Fund Elections.  A Participant may (but is not required to)
elect, by filing a new Investment Election Form pursuant to rules established
from time to time by the Committee, to add, delete or modify one or more of
their Investment Fund(s) elections.


 


(a)                                  Proportionate Allocation.  Subject to such rules as the Committee
may from time to time prescribe, Participant investment elections described in
this Section shall be made in increments of one percentage point (1%) of
his or her Account.


 


(b)                                 Investment Funds.  The Participant may elect one or more of the
Investment Funds selected by the Committee from time to time as hypothetical
investments.  The Committee may, in its
sole discretion, discontinue, substitute or add an Investment Fund. The Committee
shall also have the power to direct that any separate Investment Funds shall be
consolidated with (or “mapped” to) any other Investment Fund having the same
(or nearly the same) investment objectives. 
Each such change shall take effect at such time or times and under such rules as
shall be established by the Committee.


 


3.4.3                      Debits and Credits to Accounts.  Plan investments and earnings adjustments
shall be made in accordance with the following rules:


 


(a)                                  To
the extent administratively feasible, any Account will be valued daily at the fair
market value thereof by adding (A) the fair market value of all
investments held in the Account, (B) any accrued interest or declared
dividends on such investments not reflected in (A) above, and (C) an
amount equal to the cash then held in the Account; and subtracting there from
any liabilities of the Account. 
Participant’s Accounts will be adjusted daily by allocating among them
the earnings or losses of each Investment Fund since the previous day in
proportion to each Participant’s portion of the Investment Fund balance
immediately following the previous day’s adjustment.  To the extent daily Account valuations and
adjustments are not administratively feasible, such valuations and adjustments
shall occur as frequently as administratively feasible.


 


10

















 


(b)                                 Withdrawals
and distributions shall be made in cash or cash equivalents and made pursuant
to Section 5.  The amount paid upon
such a withdrawal or distribution shall be based on the value immediately after
the adjustment of a Participant’s Account on the effective date of the
withdrawal or distribution.


 


Notwithstanding the foregoing, the Committee may
establish revised or additional rules for the adjustment of Accounts
including, without limiting the generality of the foregoing, the times when
contributions shall be credited under this Section 3 and the manner of
allocating gains and losses of Accounts.


 


3.4.4                      Phantom Stock.  Notwithstanding the foregoing
provisions of this Section 3.4, the Employer Matching Credit Subaccount,
if any, of a Participant shall be valued and adjusted in value from time to
time as if such credit had been made and invested in common stock of the
Principal Sponsor (or a fund primarily consisting of common stock of the
Principal Sponsor), pursuant to such rules as the Committee may in its
discretion from time to time determine.


 


3.5                                No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Investment Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Investment Fund, the allocation to his or her Account in respect thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account shall not be considered or construed in any manner
as an actual investment of his or her Account in any such Investment Fund.  In the event that the Employer or the
Trustees of the Trusts (if any), in their own discretion, decide to invest
funds in any or all of the Investment Funds, no Participant shall have any
rights in or to such investments themselves. 
Without limiting the foregoing, a Participant’s Account shall at all
times be a bookkeeping entry only and shall not represent any investment made
on his or her behalf by the Employer or any Trust; the Participant shall at all
times remain an unsecured creditor of the Employer.


 


3.6                                FICA and Other Taxes.  For each Plan Year in which credits are made
for or on behalf of a Participant, the Employer shall withhold from that
portion of the Participant’s Base Salary that is not being deferred, in a
manner determined by the Committee, the Participant’s share of FICA and other
employment taxes.  If necessary, the
Committee may reduce any pre-tax deferral of the Participant in order to comply
with this Section 3.6.


 


11

















 


SECTION 4


 


VESTING
OF ACCOUNT


 


Except as provided in Section 2.2 (relating to employees
erroneously treated as Participants) and Section 7 (relating to the
ability to amend the Plan Statement and terminate the Plan), the Pre-Tax
Deferral Subaccount, Transfer Subaccount, and Employer Matching Credit
Subaccount if any, of each Participant shall be fully (100%) vested and
non-forfeitable at all times.  The
Employer Discretionary Credit Subaccount of a Participant, if any, shall be
subject to such vesting schedule(s), conditions and restrictions as established
by the Employer.


 


12

















 


SECTION 5


 


PAYMENT


 


5.1                                Participant Election of Time and Form of Payment.  Each Plan Year, at the time of the
Participant’s deferral election(s), a Participant may separately elect to have
his Base Salary deferrals plus Employer Matching Credits (if any), and his
Annual Incentive Bonus deferrals (if any) attributable to such year (a) paid
at the time elected by the Participant as provided in Section 5.2, and (b) paid
in the form elected by the Participant in Section 5.3.   It is expressly contemplated that a
Participant may elect separate payment dates and separate payment forms each
year for the following two sources of contributions to the Plan:  one for his Base Salary deferrals and
Employer Matching Credits, if any, and another for his Annual Incentive Bonus
deferrals, if any.


 


5.2                                Time of Payment.  A
Participant may each year elect to have the separate portions of his deferrals
as described in Section 5.1, above, paid on either (a) the earlier of
a specific year or the Participant’s Separation from Service, or (b) Separation
from Service. If the Participant fails to make an election under this Section or
if such election is for any reason ineffective, the Participant shall be deemed
to have elected that payment be due to his Separation from Service.


 


5.2.1. Scheduled Future Date.  If a payment to a Participant is made due to
the occurrence of a specific year elected by the Participant before the
Participant’s Separation from Service, payment shall be made (in a lump sum) on
January 31 of such year.


 


5.2.2. Separation From Service.  If payment is made due to the Participant’s
Separation from Service, payment shall be made (or shall commence) on the January 31
or July 31 first following the six-month anniversary of the Participant’s
Separation from Service.


 


Following a Participant’s Separation
from Service, the Participant shall cease to have any interest in the Plan
other than the right to receive payment of his or her Account as provided in
this Section, adjusted from time to time as provided in Section 3. A
Participant shall not be required to make application to receive payment.


 


5.3                                Form of Payment. 
Payment will be in a lump sum for those Participants who choose to have
payment made pursuant to Section 5.2.1, above.  Participants choosing to be paid due to their
Separation from Service under Section 5.2.2, above, may choose to have
their account paid as follows:


 


5.3.1                      Term Certain Installments.  In a series of installments payable over 10
years.  The amount of the annual
installments shall be determined by dividing the amount of the account as of January or
July, according to the distribution timing of Section 5.2 above, as of
which the installment is being paid by the number of remaining installments to
be paid (including the payment being determined).


 


5.3.2                      Lump Sum.  In a single lump sum cash payment.


 


5.3.3                      Default.  If a Participant elects to have his Account
paid on his Separation from Service but fails to make an election under this Section 5.3
or if such election is for any reason ineffective, the Participant shall be
deemed to have elected a lump sum form of payment.


 


13

















 


5.4                                Small Amounts.  If, as of the last day of the month in which
occurs the earlier of a Participant’s death or Separation from Service, the
Participant’s Account balance under this Plan is less than $50,000, then,
notwithstanding any election by the Participant under Section 5.3, the
Participant shall be deemed to have elected to have his Account paid within the
90-day period that follows his Separation from Service in a single lump sum
payment.


 


5.5                                Subsequent Distribution Election.  A Participant may change a prior distribution
election as to the time or form of payment of part or all of his Account by
making a Subsequent Distribution Election, provided that such election
satisfies all of the following requirements:


 


5.5.1                      The
new distribution election may not accelerate the time or schedule of any
distribution, except as provided in Code Section 409A and the regulations
thereunder;


 


5.5.2                      The
new distribution election is made at least 12 months prior to the date the
first payment amount is scheduled to be distributed;


 


5.5.3                      The
new distribution election must delay payment of such Participant’s Account (or
such part thereof that relates to the election) for a period of at least 5
years after such payment would otherwise have been made; and


 


5.5.4                      If
the election changes a Scheduled Future Date election under Section 5.2.1,
such election is made at least 12 months prior to the Scheduled Future Date
that is to be changed.


 


A Participant’s Subsequent Distribution Election shall
be made in the manner prescribed from time to time by the Plan Administrator. A
Participant may make more than one Subsequent Distribution Election, but any
such election shall not be considered to have been made prior to the date that
such election is irrevocable. For purposes of this Section 5.5,
installment payments shall be treated as a single payment under the provisions
of Code §409A.


 


5.6                                Transitional Elections.  During 2008, certain Participants were
permitted to make new elections regarding the time and form of payment of their
Account, subject to the following rules: 
(a) such elections were required to be made no later than December 31,
2008, (b) such elections could not change a payment that would otherwise
have become payable in 2008 or cause payments to be made in 2008 that would
otherwise be paid at a later date, and (c) such elections were made
pursuant to such administrative rules as the Committee prescribed.  Any Participant who failed to make a new
payment election in 2008 was deemed to have elected to have his Account paid
pursuant to his election(s) on file with the Plan Administrator prior to
the transitional election described in this Section.


 


5.7                                Payment on Death of Change in Control.  Notwithstanding the
foregoing, the Participant’s Account shall be paid to him in a single lump sum
before the date specified in Section 5.2, above, pursuant to the following
rules:


 


5.7.1                      Death.  Payment of the
Participant’s Account shall be made to the Participant’s Beneficiary in a
single lump sum cash payment within the 90-day period following the Participant’s
death.


 


5.7.2                      Change in Control.  Each Participant’s
Account shall be paid to him in a single cash lump sum within 90 days of the
occurrence of a change in ownership or control of an 


 


14

















 


Employer, or a change in
the ownership of a substantial portion of the assets of an Employer, as such
terms are defined and in a manner consistent with the provisions of Code §409A
and Treasury Regulation §1.409A-3(i)(5).


 


5.8                                Payment to Beneficiary.  If
the distributee is a Beneficiary of a deceased Participant and a term certain
installment distribution had commenced to the deceased Participant before his
or her death, then such installments shall continue to be paid to the
Participant’s Beneficiary over the remainder of the installment period. If,
however, the Participant had not commenced receiving payments before his or her
death, then the Participant’s Account shall be paid to such Beneficiary in a
lump sum payment as of the January 31 of the next following Plan Year.


 


5.9                                Withholding of Taxes.  The benefits payable under this Plan shall be
subject to the deduction of any federal, state, or local income taxes, Federal
Insurance Contributions Act (FICA), FUTA or other taxes that are required to be
withheld from such payments by applicable laws and regulations.


 


5.10                          Acceleration of Payments.  Notwithstanding the preceding provisions of
this Section 5, the Committee, in its sole discretion, may decide to
accelerate payments under the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4).  If payments are made to or on behalf of a
Participant in accordance with this Section 5.10, then any payments that
would otherwise be made under this Plan at any later date shall be reduced by
the payments so made.  Payments that may
be made in accordance with this Section shall include, but shall not be
limited to, payments made under the following circumstances:


 


5.10.1                Financial Hardship Distribution.  Upon receipt of an application for a
Financial Hardship distribution, the Committee shall make a decision, in its
sole discretion, whether the Participant has suffered a Financial Hardship and
the distribution amount necessary to satisfy the Financial Hardship.  If the Committee determines that the
Participant has suffered a Financial Hardship, distribution of the amount
determined to be necessary to satisfy the Financial Hardship shall be made in a
single lump sum payment as soon as administratively feasible after the
Committee’s determination.  The amount of
such distribution shall reduce the Participant’s Account balance and shall
result in the cancellation of such Participant’s deferral elections to the
extent described in Section 3.2.2(a).


 


5.10.2                Payment of Employment Taxes or Income Taxes.  Payments may be made at the time required by
applicable law, for the payment or withholding of FICA tax imposed under Code
§3101, §3121(a) and §3121(v)(2) or federal, state, local or foreign
tax obligations arising from participation in the Plan provided distributions
are limited to the amounts of such tax obligations.


 


5.10.3                Payment upon Income Inclusion under Code §409A.  If this Plan fails to meet the requirements
of Code §409A, the amount of a Participant’s Account that is required to be
included in the income of the affected Participant due to such failure shall be
paid to such Participant in a single lump sum.


 


5.10.4                Conflicts of Interest.  Each Participant’s Account shall be paid at
such time and to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(iii) in
connection with ethics agreements with the Federal government and applicable
Federal, state, local or foreign ethics or conflicts of interest laws.


 


15

















 


5.10.5                Termination of Plan.  Each Participant’s Account shall be paid to
him upon termination of the Plan to the extent provided in Section 7.


 


5.11                          Delay of Payments.  Notwithstanding the foregoing provisions of
this Section 5, the payment of any benefit under this Plan may be
postponed to the extent permitted under the provisions of Code Section 409A
and related regulations, but if such payment is described in (a) or (b),
below, then all payments to similarly situated Participants shall be treated in
the same manner.  The types of delays
that are permitted include, but are not limited to, the following:


 


(a)                                  If
the Employer reasonably determines that if a payment were made as scheduled the
Employer’s deduction with respect to such payment would not be permitted under
Code §162(m), then the Employer may unilaterally delay the payment of such
benefit provided such payment is made either during the first calendar year in
which the Employer reasonably anticipates that such deduction will not be
barred by application of Code §162(m), or, if later, during the period
beginning on the date of the Participant’s Separation from Service and ending
on the later of the last day of the calendar in year in which such Separation
from Service occurred or the 15th day of the third month following the
Participant’s Separation from Service.


 


(b)                                 If
the Employer reasonably anticipates that the payment of a benefit would violate
Federal securities laws or other applicable law, the Employer may cause the
Plan to delay payment of a Participant’s benefit until such time as the
Employer reasonably anticipates that the payment of such benefit will not cause
such violation.


 


(c)                                  A
payment may be delayed to the extent that the Committee reasonably determines
that payment will jeopardize the Employer’s ability to continue as a going
concern, provided that payment is made during the first calendar year in the
payment would not have such effect;


 


(d)                                 A
payment may be delayed to the extent that the Committee reasonably determines
that due to circumstances beyond the control of the Participant the calculation
of the amount of the Participant’s payment is not administratively practicable,
provided that payment is made during the first calendar year in which the
calculation of the payment amount is administratively practicable.


 


5.12                          Application for Payment.  The Administrator may prescribe from time to
time the information to be submitted by a Participant or Beneficiary of a
deceased Participant in connection with commencing a distribution from the
Plan.


 


5.13                          Rehired Employee.  If Participant has a Separation from Service
and payments in the installment method have begun, such installments shall not
be suspended if such individual is subsequently reemployed by the Employer.


 


5.14                          Designation of Beneficiaries.


 


5.14.1                Right to Designate.  Each Participant may designate upon a
Beneficiary Designation Form furnished by and filed with the Committee,
one or more primary Beneficiaries or alternative Beneficiaries to receive all
or a specified part of such Participant’s Account in the event of such
Participant’s death.  The Participant may
change or revoke any such designation from time to time without notice to or
consent from any Beneficiary.  No 


 


16

















 


such designation, change
or revocation shall be effective unless executed by the Participant and
received by the Committee during the Participant’s lifetime.


 


5.14.2                Failure of Designation.  If a Participant:


 


(a)                                  fails
to designate a Beneficiary,


 


(b)                                 designates
a Beneficiary and thereafter revokes such designation without naming another
Beneficiary, or


 


(c)                                  designates
one or more Beneficiaries and all such Beneficiaries so designated fail to
survive the Participant,


 


such Participant’s Account, or the part thereof as to
which such Participant’s designation fails, as the case may be, shall be
payable to the first class of the following classes of automatic Beneficiaries
with a member surviving the Participant and (except in the case of surviving
issue) in equal shares if there is more than one member in such class surviving
the Participant:


 


(a)                                  Participant’s
surviving spouse


 


(b)                                 Participant’s
surviving issue per stirpes and not per capita


 


(c)                                  Participant’s
surviving parents


 


(d)                                 Participant’s
surviving brothers and sisters


 


(e)                                  Representative
of Participant’s estate.


 


5.14.3                Definitions.  When used herein and, unless the Participant
has otherwise specified in the Participant’s Beneficiary designation, when used
in a Beneficiary designation, “issue” means all persons who are lineal
descendants of the person whose issue are referred to, including legally
adopted descendants and their descendants but not including illegitimate
descendants and their descendants; “child” means an issue of the first
generation; “per stirpes” means in equal shares among living children of the
person whose issue are referred to and the issue (taken collectively) of each
deceased child of such person, with such issue taking by right of representation
of such deceased child; and “survive” and “surviving” mean living after the
death of the Participant.


 


5.14.4                Special Rules.  Unless the Participant has otherwise
specified in the Participant’s Beneficiary designation, the following rules shall
apply:


 


(a)                                  If
there is not sufficient evidence that a Beneficiary was living at the time of
the death of the Participant, it shall be deemed that the Beneficiary was not
living at the time of the death of the Participant.


 


(b)                                 The
automatic Beneficiaries specified in Section 5.14.2 and the Beneficiaries
designated by the Participant shall become fixed at the time of the Participant’s
death so that, if a Beneficiary survives the Participant but dies before the
receipt 


 


17

















 


of all payments due such
Beneficiary hereunder, such remaining payments shall be payable to the
representative of such Beneficiary’s estate.


 


(c)                                  If
the Participant designates as a Beneficiary the person who is the Participant’s
spouse on the date of the designation, either by name or by relationship, or
both, the dissolution, annulment or other legal termination of the marriage
between the Participant and such person shall automatically revoke such
designation.  (The foregoing shall not
prevent the Participant from designating a former spouse as a Beneficiary on a
form executed by the Participant and received by the Committee after the date
of the legal termination of the marriage between the Participant and such
former spouse, and during the Participant’s lifetime.)


 


(d)                                 Any
designation of a non-spouse Beneficiary by name that is accompanied by a
description of relationship to the Participant shall be given effect without
regard to whether the relationship to the Participant exists either then or at
the Participant’s death.


 


(e)                                  Any
designation of a Beneficiary only by statement of relationship to the
Participant shall be effective only to designate the person or persons standing
in such relationship to the Participant at the Participant’s death.


 


A Beneficiary designation is permanently void if it
either is executed or is filed by a Participant who, at the time of such
execution or filing, is then a minor under the law of the state of the
Participant’s legal residence.  The
Committee shall be the sole judge of the content, interpretation and validity
of a purported Beneficiary designation.


 


5.14.5                No Spousal Rights.  No spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have any rights
or interest in the benefits accumulated under this Plan including, but not
limited to, the right to be the sole Beneficiary or to consent to the
designation of Beneficiaries (or the changing of designated Beneficiaries) by
the Participant.


 


5.15                          Death Prior to Full Distribution.  If, at the death of the Participant, any
payment to the Participant was due or otherwise pending but not actually paid,
the amount of such payment shall be included in the Account which is payable to
the Beneficiary (and shall not be paid to the Participant’s estate).


 


5.16                          Facility of Payment.  In case of the legal disability, including
minority, of a Participant or Beneficiary entitled to receive any distribution
under the Plan, payment shall be made, if the Committee shall be advised of the
existence of such condition:


 


(a)                                  to
the duly appointed guardian, conservator or other legal representative of such
Participant or Beneficiary, or


 


(b)                                 to
a person or institution entrusted with the care or maintenance of the
incompetent or disabled Participant or Beneficiary, provided such person or
institution has satisfied the Committee that the payment will be used for the
best interest and assist in the care of such Participant or Beneficiary, and
provided further, that no prior claim for said payment has been made by a duly
appointed guardian, conservator or other legal representative of such
Participant or Beneficiary.


 


18

















 


Any payment made in accordance with the foregoing
provisions of this section shall constitute a complete discharge of any
liability or obligation of the Employer therefore.


 


5.17                          Payment Obligations of Participating Employers.  Payment of distributions from this Plan shall
be made only by the Employer which last employed the Participant before payments
commence, provided, however, that each other Employer shall reimburse the
paying Employer for benefits accrued by the Participant during the period (if
any) that the Participant was employed by them.


 


19














 


SECTION 6


 


UNFUNDED
PLAN


 


6.1                                Establishment of Trust. The
obligation of the Employer to make payments under this Plan constitutes only
the unsecured (but legally enforceable) promise of the Employer to make such
payments.  The Participant shall have no
lien, prior claim or other security interest in any property of the
Employer.  The Employer is not required
to establish or maintain any fund, trust or account (other than a bookkeeping
account or reserve) for the purpose of funding or paying the benefits promised
under this Plan.  If such a fund is
established, the property therein shall remain the sole and exclusive property
of the Employer.


 


6.2                                Funding and Location of Trust.  Any trust established by the Employer for
purposes of paying benefits under this Plan, and the taxation of any assets
held in such trust on behalf of Participants, shall be subject to the
requirements of Code §409A, including (a) the rules pertaining to
offshore funding set forth in Code §409A(b)(1), (b) the transfers of
assets for the benefit of covered employees (as defined in Code
§409A(b)(3)(d)(ii)) when an defined benefit plan of the Employer defined
benefit pension plan is in a restricted period, and (c) the restriction of
assets in connection with a change in the Employer’s financial health under
Code §409A(b)(2).


 


6.3                                Interrelationship of the Plan and the Trust.  The provisions of the Plan shall govern the
rights of a Participant or Beneficiary to receive distributions pursuant to the
Plan.  The provisions of the Trust (if
any) shall govern the rights of the Employer, the Participants, and the
creditors of the Employer relative to any property of the Employer set aside
therein.  The Employer shall at all times
prior to the Plan’s termination remain liable to carry out its responsibilities
under the Plan.


 


6.4                                Distributions from the Trust.  The Employers’ obligations under the Plan may
be satisfied with assets of the Trust (if any) distributed pursuant to the
terms thereof, and any such distribution shall reduce the Employers’ obligations
under the Plan.


 


6.5                                Spendthrift Provision.  No Participant or Beneficiary shall have any
interest in any Account or Trust that can be transferred nor shall any
Participant or Beneficiary have any power to anticipate, alienate, dispose of,
pledge or encumber the same while in the possession or control of the Employer
or the Trustee.


 


The power to
designate Beneficiaries to receive the Account of a Participant in the event of
such Participant’s death shall not permit or be construed to permit such power
or right to be exercised by the Participant so as thereby to anticipate,
pledge, mortgage or encumber such Participant’s Account or any part thereof,
and any attempt of a Participant so to exercise said power in violation of this
provision shall be of no force and effect and shall be disregarded by the
Employer.


 


This Section shall
not prevent the Employer from complying with a domestic relations order deemed
by the Committee to be enforceable against the Plan, or from exercising, in its
discretion, any of the applicable powers and options granted to it upon the
occurrence of a Participant’s Separation from Service, as such powers may be
conferred upon it by any applicable provision hereof.


 


20

















 


SECTION 7


 


AMENDMENT
AND TERMINATION


 


7.1                                Amendment.  The Plan may be amended from time to time in
any respect whatever by the Employer and by the Committee to the extent
consistent with its delegated authority. 
Any such amendment may be retroactive, prospective or both.  No such amendment of the Plan document or
termination of the Plan, however, shall reduce a Participant’s Account earned
as of the date of such amendment unless the Participant so affected consents in
writing to the amendment or such amendment is deemed necessary by the Employer
to affect the intended purposes of this Plan and/or comply with applicable law.
Any such amendment shall be communicated to the Employers participating in the
Plan.  Each Employer reserves the right
to withdraw from participation in the Plan, but until such withdrawal occurs,
they shall be bound by the Plan as originally established and as amended from
time to time.


 


7.2                                Termination.  The Employer reserves the right to
discontinue benefit accruals at any time. 
The Employer also reserves the right cause an acceleration of the time
and form of a Plan payment where the acceleration of such payment is made in
accordance with one of the following provisions:


 


7.2.1                      Dissolution or Bankruptcy.  At the discretion of the Employer within 12
months of a corporate dissolution taxed under Code §331 or with the approval of
a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that Plan
benefits are included in the Participants’ gross incomes in the latest of the
following years (or, if earlier, the Participants’ respective tax year in which
the benefits are actually or constructively received): (i) the first
calendar year in which the Plan termination and liquidation occurs; (ii) the
calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which payment is
administratively practicable.


 


7.2.2                      Discretionary Termination.  A termination of the Plan that does not occur
proximate to a downturn in the financial health of the Employer; provided that (a) all
other arrangements sponsored by the Employer that would be aggregated with this
arrangement under Treas. Reg. §1.409A-1(c) are also terminated (such
aggregation being determined by assuming that all Participants have a benefit
under any such other arrangement); (b) no payments in liquidation of the
Plan, other than payments that would have been made under this Plan had the
termination not occurred, are made from the Plan within 12 months of the date
the Employer has taken all necessary action to irrevocably terminate and
liquidate this Plan (the “Termination Date”) ; (c) all benefits are fully
distributed within 24 months of the Termination Date; and (d) the Employer
does not adopt a new arrangement that would be aggregated under Treas. Reg.
§1.409A-1(c) with this Plan (such aggregation being determined by assuming
that all Participants will have a benefit under any new arrangement) within 3
years following the Termination Date.


 


21

















 


SECTION 8


 


DETERMINATIONS
– RULES AND REGULATIONS


 


8.1                                Determinations.  The Principal Sponsor shall make such
determinations as may be required from time to time in the administration of
the Plan.  The Principal Sponsor shall
have the discretionary authority and responsibility to interpret and construe
the Plan Statement and to determine all factual and legal questions under the
Plan, including but not limited to the entitlement of Participants and
Beneficiaries, and the amounts of their respective interests.  Each interested party may act and rely upon
all information reported to them hereunder and need not inquire into the
accuracy thereof, nor be charged with any notice to the contrary.


 


8.2                                Rules and Regulations.  The Principal Sponsor hereof may adopt any rule not
in conflict or at variance with the provisions of this Plan.


 


8.3                                Method of Executing Instruments.  Information to be supplied or written notices
to be made or consents to be given by the Principal Sponsor pursuant to any
provision of this Plan Statement may be signed in the name of the Principal
Sponsor by any officer who has been authorized to make such certification or to
give such notices or consents.


 


8.4                                Claims Procedure.  Unless modified by the Committee, the claims
procedure set forth in this Section 8.4 shall be the exclusive procedure
for the disposition of claims for benefits arising under the Plan.


 


8.4.1                      Original Claim.  Any person may, if he or she so desires, file
with the Committee a written claim for benefits under this Plan.  Within ninety (90) days after the filing of
such a claim, the Committee shall notify the claimant in writing whether the
claim is upheld or denied in whole or in part or shall furnish the claimant a
written notice describing specific special circumstances requiring a specified
amount of additional time (but not more than one hundred eighty (180) days from
the date the claim was filed) to reach a decision on the claim.  If the claim is denied in whole or in part,
the Committee shall state in writing:


 


(a)                                  the
specific reasons for the denial;


 


(b)                                 the
specific references to the pertinent provisions of the Plan Statement on which
the denial is based;


 


(c)                                  a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(d)                                 an
explanation of the claims review procedure set forth in this section, including
the time limits applicable to such procedure, and a statement of the claimant’s
right to bring a civil action under ERISA section 502(a) following an
adverse determination on review.


 


8.4.2                      Review of Denied Claim.  Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may
file with the Committee a written request for a review and may, in conjunction
therewith, submit written comments, 


 


22

















 


documents, records and other information relating to
the claim.  Within sixty (60) days after
the filing of such a request for review, the Committee shall notify the
claimant in writing whether, upon review, the claim was upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific special circumstances requiring a specified amount of additional time
(but not more than one hundred twenty (120) days from the date the request for
review was filed) to reach a decision on the request for review.  The Committee’s determination shall take into
account all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.  If the claim is denied in whole or in part,
the Committee shall state in writing:


 


(a)                                  the specific reasons for the denial;


 


(b)                                 the specific references to the pertinent
provisions of the Plan Statement on which the denial is based;


 


(c)                                  a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the claimant’s claim
for benefits; and


 


(d)                                 a statement of the claimant’s right to bring
an action under ERISA section 502(a).


 


8.4.3                      General Rules


 


(a)                                  No
inquiry or question shall be deemed to be a claim or a request for a review of
a denied claim unless made in accordance with this claims procedure.  The Committee may require that any claim for
benefits and any request for a review of a denied claim be filed on forms to be
furnished by the Committee upon request.


 


(b)                                 All
decisions on original claims and all decisions on requests for a review of
denied claims shall be made by the Committee, except to the extent the
Committee has delegated its responsibilities under this claims procedure in
which case references in this Section 8.4 to the Committee shall be
treated as references to the Committee’s delegate.


 


(c)                                  All
benefit claim determinations shall include a review of the relevant portions of
the governing plan documents and a review of any claims made by similarly
situated claimants.  The Committee may,
in its discretion, hold one or more hearings on a claim or a request for a
review of a denied claim.


 


(d)                                 A
claimant may be represented by a lawyer or other representative (at the
claimant’s own expense), but the Committee reserves the right to require the
claimant to furnish written authorization. 
A claimant’s representative shall be entitled, upon request, to copies
of all notices given to the claimant.


 


(e)                                  The
decision of the Committee on a claim and on a request for a review of a denied
claim shall be served on the claimant in writing.  If a claimant does not 


 


23

















 


receive a decision or notice within the time
specified, the claim or request for a review of a denied claim shall be deemed
to have been denied.


 


(f)                                    In
connection with the review of a denied claim, the claimant or his or her
representative shall be provided, upon request and free of charge, reasonable
access to and copies of, all documents, records, and other information relevant
to the claimant’s claim for benefits.


 


8.5                                Information Furnished by Participants.  Neither the Principal Sponsor nor the
Committee shall be liable or responsible for any error in the computation of
the Account of a Participant resulting from any misstatement of fact made by
the Participant, directly or indirectly, to the Principal Sponsor, where such
misstatement is used (directly or indirectly) in determining the Participant’s
Account.  The Principal Sponsor shall not
be obligated or required to increase the Account of such Participant, which, on
discovery of the misstatement, is understated as a result of such misstatement
of the Participant.  However, the Account
of any Participant that is overstated by reason of any such misstatement shall
be reduced to the amount appropriate in view of the truth.


 


24

















 


SECTION 9


 


PLAN
ADMINISTRATION


 


9.1                                Principal Sponsor.


 


9.1.1                      Officers.  Except as hereinafter provided, functions
generally assigned to the Principal Sponsor shall be discharged by its officers
or delegated and allocated as provided herein.


 


9.1.2                      Chief Executive Officer.  The Chief Executive Officer of the Principal Sponsor
may delegate or re-delegate and allocate and reallocate to a Committee such
functions assigned to the Principal Sponsor as may from time to time be deemed
advisable.


 


9.2                                Committee.


 


9.2.1                      Appointment and Removal.  The Committee shall consist of three or more
members as may be determined and appointed from time to time by the Chief
Executive Officer or the President of the Principal Sponsor and they shall
serve at the pleasure of such Chief Executive Officer or President of the
Principal Sponsor.


 


9.2.2                      Automatic Removal.  If any individual who is a member of the
Committee is a director, officer or employee when appointed as a member of the
Committee, then such individual shall be automatically removed as a member of
the Committee at the earliest time such individual ceases to be a director,
officer or employee.  This removal shall
occur automatically and without any requirement for action by the Chief
Executive Officer or President of the Principal Sponsor or any notice to the
individual so removed.


 


9.2.3                      Authority.  The Committee may elect such officers as the
Committee may decide upon.  The Committee
shall:


 


(a)                                  establish
rules for the functioning of the Committee, including the times and places
for holding meetings, the notices to be given in respect of such meetings and
the number of members who shall constitute a quorum for the transaction of
business,


 


(b)                                 organize
and delegate to such of its members as it shall select authority to execute or
authenticate rules, advisory opinions or instructions, and other instruments
adopted or authorized by the Committee; adopt such bylaws or regulations as it
deems desirable for the conduct of its affairs; appoint a secretary, who need
not be a member of the Committee, to keep its records and otherwise assist the
Committee in the performance of its duties; keep a record of all its
proceedings and acts and keep all books of account, records and other data as
may be necessary for the proper administration of the Plan; notify the Employer
and the Trustee of any action taken by the Committee and, when required, notify
any other interested person or persons,


 


(c)                                  determine
from the records of the Employer the compensation, service records, status and
other facts regarding Participants and other employees,


 


25

















 


(d)                                 cause
to be compiled at least annually, from the records of the Committee and the
reports and accountings of any Trustee, a report or accounting of the status of
the Plan and the Accounts of the Participants, and make it available to each
Participant who shall have the right to examine that part of such report or
accounting (or a true and correct copy of such part) which sets forth the
Participant’s benefits and ratable interest in the Plan,


 


(e)                                  prescribe
forms to be used for applications for participation, benefits, notifications,
etc., as may be required in the administration of the Plan,


 


(f)                                    set
up such rules as are deemed necessary to carry out the terms of this Plan
Statement,


 


(g)                                 resolve
all questions of administration of the Plan not specifically referred to in
this Section,


 


(h)                                 delegate
or re-delegate to one or more persons, jointly or severally, and whether or not
such persons are members of the Committee or employees of the Employer, such
functions assigned to the Committee hereunder as it may from time to time deem
advisable and in the event of any such delegation, references herein to the
Committee shall treated as references to the Committee’s delegate, and


 


(i)                                     perform
all other acts reasonably necessary for administering the Plan and carrying out
the provisions of this Plan Statement and performing the duties imposed on it.


 


9.2.4                      Majority Decisions.  If there shall at any time be three (3) or
more members of the Committee serving hereunder who are qualified to perform a
particular act, the same may be performed in writing or in a meeting, on behalf
of all, by a majority of those qualified, with or without the concurrence of
the minority.  No person who failed to
join or concur in such act shall be held liable for the consequences thereof,
except to the extent that liability is imposed under ERISA.


 


9.3                                Limitation on Authority.


 


9.3.1                      Generally.  No action taken by any person, if authority
to take such action has been delegated or re-delegated to it, shall be the
responsibility of any other person except as may be required by the provisions
of ERISA.  Except to the extent imposed
by ERISA, no person shall have the duty to question whether any other fiduciary
is fulfilling all of the responsibility imposed upon such other person by the
Plan Statement or by ERISA.


 


9.3.2                      Trustee.  If any trust is established, the
responsibilities and obligations of the Trustee shall be strictly limited to
those set forth in the agreement of trust.  
The Trustee shall have no authority or duty to determine or enforce
payment of any Employer credit under the Plan or to determine the existence,
nature or extent of any individual’s rights in the Trust Fund or under the Plan
or question any determination made by the Principal Sponsor or the Committee
regarding the same.  Nor shall the
Trustee be responsible in any way for the manner in which the Principal
Sponsor, the Employer or the Committee carries out its responsibilities under
this Plan Statement or, more generally, under the 


 


26

















 


Plan.  The
Trustee shall give the Principal Sponsor notice of (and tender to the Principal
Sponsor) the prosecution or defense of any litigation involving the Plan, the
Trust Fund or other persons acting with respect to the Plan.


 


9.4                                Conflict of Interest.  If any officer or employee of the Employer,
any member of the Board of Directors of the Employer, any member of the
Committee or any Trustee to whom authority has been delegated or re-delegated hereunder
shall also be a Participant or Beneficiary in the Plan, the individual shall
have no authority as such officer, employee, member or Trustee with respect to
any matter specially affecting his or her individual interest hereunder (as
distinguished from the interests of all Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to the other officers, employees, members or Trustees as
the case may be, to the exclusion of such Participant or Beneficiary, and such
Participant or Beneficiary shall act only in his or her individual capacity in
connection with any such matter.


 


9.5                                Dual Capacity.  Individuals, firms, corporations or
partnerships identified herein or delegated or allocated authority or
responsibility hereunder may serve in more than one capacity.


 


9.6                                Administrator.  The Principal Sponsor shall be the
administrator for purposes of section 3(16)(A) of ERISA.


 


9.7                                Service of Process.  In the absence of any designation to the
contrary by the Principal Sponsor, the Secretary of the Principal Sponsor is
designated as the appropriate and exclusive agent for the receipt of service of
process directed to the Plan in any legal proceeding, including arbitration,
involving the Plan.


 


9.8                                Administrative Expenses.  The reasonable expenses of administering the
Plan shall be payable out of the Trust Fund, if any, except to the extent that
the Employer, in its discretion, directly pays the expenses.


 


27

















 


SECTION 10


 


DISCLAIMERS


 


10.1                          Term of Employment.  Neither the terms of this Plan Statement nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee.  The Employer
shall not be obliged to continue the Plan. 
The terms of this Plan Statement shall not give any employee the right
to be retained in the employment of the Employer.


 


10.2                          Source of Payment.  Neither the Employer nor any of its officers
nor any member of its Committee or the Board of Directors in any way secure or
guarantee the payment of any benefit or amount which may become due and payable
hereunder to any Participant or to any Beneficiary or to any creditor of a
Participant or a Beneficiary.  Each
Participant, Beneficiary or other person entitled at any time to payments
hereunder shall look solely to the assets of the Employer employing such
Participant for such payments or to the Accounts distributed to any Participant
or Beneficiary, as the case may be, for such payments.  In each case where Accounts shall have been
distributed to a former Participant or a Beneficiary or to the person or any
one of a group of persons entitled jointly to the receipt thereof and which
purports to cover in full the benefit hereunder, such former Participant or
Beneficiary, or such person or persons, as the case may be, shall have no
further right or interest in the other assets of the Employer.  Neither the Employer nor any of its officers
nor any member of its Board of Directors shall be under any liability or
responsibility for failure to effect any of the objectives or purposes of the
Plan by reason of the insolvency of the Employer.


 


10.3                          Delegation.  The Employer, and its officers and the
members of its Board of Directors and Committee shall not be liable for an act
or omission of another person with regard to a responsibility that has been
allocated to or delegated to such other person pursuant to the terms of this
Plan Statement or pursuant to procedures set forth in this Plan Statement.


 


                                    ,
200 


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  



 


28

















 


ADDENDUM
A


 


DESIGNATED
EMPLOYERS AND DESIGNATED AFFILIATES


 


Eloigne


 


Northern States Power Company Minnesota


 


Public Service Company of Colorado


 


Southwestern Public Service Company


 


Northern States Power Company Wisconsin


 


Xcel Energy Services Inc.


 


29