Exhibit 10.02


 


XCEL
ENERGY INC. NONQUALIFIED PENSION PLAN


 


(2009
Restatement)


 


First effective December 18, 1980


 

















 


XCEL ENERGY INC. NONQUALIFIED PENSION PLAN


 


(2009
Restatement)


 


TABLE OF
CONTENTS


 


	
  SECTION 1  INTRODUCTION

  	
  1

  
	
   

  	
  1.1

  	
  Restatement
  of Plan

  	
  1

  
	
   

  	
  1.2

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
  1.2.1

  	
  Actuarial Equivalent

  	
  2

  
	
   

  	
   

  	
  1.2.2

  	
  Affiliate

  	
  2

  
	
   

  	
   

  	
  1.2.3

  	
  Beneficiary

  	
  2

  
	
   

  	
   

  	
  1.2.4

  	
  Beneficiary Designation Form

  	
  3

  
	
   

  	
   

  	
  1.2.5

  	
  Committee

  	
  3

  
	
   

  	
   

  	
  1.2.6

  	
  Effective Date

  	
  3

  
	
   

  	
   

  	
  1.2.7

  	
  Employer

  	
  3

  
	
   

  	
   

  	
  1.2.8

  	
  Excess Plan Participant

  	
  3

  
	
   

  	
   

  	
  1.2.9

  	
  Participant

  	
  3

  
	
   

  	
   

  	
  1.2.10

  	
  Plan

  	
  3

  
	
   

  	
   

  	
  1.2.11

  	
  Plan Statement

  	
  3

  
	
   

  	
   

  	
  1.2.12

  	
  Plan Year

  	
  3

  
	
   

  	
   

  	
  1.2.13

  	
  Principal Sponsor

  	
  3

  
	
   

  	
   

  	
  1.2.14

  	
  Qualified Pension Plan

  	
  3

  
	
   

  	
   

  	
  1.2.15

  	
  Qualified Pension Plan Benefit

  	
  4

  
	
   

  	
   

  	
  1.2.16

  	
  Separation from Service

  	
  4

  
	
   

  	
   

  	
  1.2.17

  	
  Spouse

  	
  4

  
	
   

  	
   

  	
  1.2.18

  	
  Top Hat Participant

  	
  5

  
	
   

  	
   

  	
  1.2.19

  	
  Trust

  	
  5

  
	
   

  	
   

  	
  1.2.20

  	
  Trust Fund

  	
  5

  
	
   

  	
   

  	
  1.2.21

  	
  Trustee

  	
  5

  
	
   

  	
  1.3

  	
  Rules of
  Interpretation

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2  PARTICIPATION

  	
  7

  
	
   

  	
  2.1

  	
  Participation

  	
  7

  
	
   

  	
  2.2

  	
  Cessation
  of Eligibility

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3  BENEFIT

  	
  8

  
	
   

  	
  3.1

  	
  Nonqualified
  Pension Plan Benefit of Traditional and Pension Equity Plan Top Hat
  Participants

  	
  8

  
	
   

  	
  3.2

  	
  Nonqualified
  Pension Plan Benefit of Account Balance Plan Top Hat Participants

  	
  8

  
	
   

  	
  3.3

  	
  Nonqualified
  Pension Plan Benefit of Excess Plan Participants

  	
  8

  



 


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  3.4

  	
  No
  Duplication of Benefits

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4  DISTRIBUTION

  	
  10

  
	
   

  	
  4.1

  	
  Time
  and Form of Payment

  	
  10

  
	
   

  	
  4.2

  	
  Death
  or Change in Control

  	
  10

  
	
   

  	
   

  	
  4.2.1

  	
  Death

  	
  10

  
	
   

  	
   

  	
  4.2.2

  	
  Change in Control

  	
  10

  
	
   

  	
  4.3

  	
  Withholding
  of Taxes

  	
  10

  
	
   

  	
  4.4

  	
  Acceleration
  of Payments

  	
  10

  
	
   

  	
   

  	
  4.4.1

  	
  Payment of Employment Taxes or
  Income Taxes

  	
  10

  
	
   

  	
   

  	
  4.4.2

  	
  Payment upon Income Inclusion under
  Code

  	
  10

  
	
   

  	
   

  	
  4.4.3

  	
  Conflicts of Interest

  	
  11

  
	
   

  	
   

  	
  4.4.4

  	
  Termination of Plan

  	
  11

  
	
   

  	
  4.5

  	
  Delay
  of Payments

  	
  11

  
	
   

  	
  4.6

  	
  Application
  for Payment

  	
  11

  
	
   

  	
  4.7

  	
  Designation
  of Beneficiaries

  	
  11

  
	
   

  	
   

  	
  4.7.1

  	
  Right

  	
  11

  
	
   

  	
   

  	
  4.7.2

  	
  Failure of Designation

  	
  12

  
	
   

  	
   

  	
  4.7.3

  	
  Definitions

  	
  12

  
	
   

  	
   

  	
  4.7.4

  	
  Special Rules

  	
  12

  
	
   

  	
   

  	
  4.7.5

  	
  Facility

  	
  13

  
	
   

  	
  4.8

  	
  Payment
  Obligations of Participating Employers

  	
  14

  
	
   

  	
  4.9

  	
  SERP
  Participants

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5  UNFUNDED PLAN

  	
  15

  
	
   

  	
  5.1

  	
  Establishment
  of Trust

  	
  15

  
	
   

  	
  5.2

  	
  Funding
  and Location of Trust

  	
  15

  
	
   

  	
  5.3

  	
  Interrelationship
  of the Plan and the Trust

  	
  15

  
	
   

  	
  5.4

  	
  Distributions
  From the Trust

  	
  15

  
	
   

  	
  5.5

  	
  Spendthrift
  Provision

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6  AMENDMENT AND
  TERMINATION

  	
  16

  
	
   

  	
  6.1

  	
  Amendment

  	
  16

  
	
   

  	
  6.2

  	
  Termination

  	
  16

  
	
   

  	
   

  	
  6.2.1

  	
  Dissolution or Bankruptcy

  	
  16

  
	
   

  	
   

  	
  6.2.2

  	
  Discretionary Termination

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7  DETERMINATIONS —
  RULES AND REGULATIONS

  	
  17

  
	
   

  	
  7.1

  	
  Determinations

  	
  17

  
	
   

  	
  7.2

  	
  Rules and
  Regulations

  	
  17

  
	
   

  	
  7.3

  	
  Method
  of Executing Instruments

  	
  17

  



 


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  7.4

  	
  Claims
  and Review Procedure

  	
  17

  
	
   

  	
   

  	
  7.4.1

  	
  Initial Claim

  	
  17

  
	
   

  	
   

  	
  7.4.2

  	
  Notice of Initial Adverse
  Determination

  	
  17

  
	
   

  	
   

  	
  7.4.3

  	
  Request for Review

  	
  18

  
	
   

  	
   

  	
  7.4.4

  	
  Claim on Review

  	
  18

  
	
   

  	
   

  	
  7.4.5

  	
  Notice of Adverse Determination for
  Claim on Review

  	
  18

  
	
   

  	
  7.5

  	
  Rules and
  Regulations

  	
  19

  
	
   

  	
   

  	
  7.5.1

  	
  Adoption of Rules

  	
  19

  
	
   

  	
   

  	
  7.5.2

  	
  Specific Rules

  	
  19

  
	
   

  	
  7.6

  	
  Deadline
  to File Claim

  	
  20

  
	
   

  	
  7.7

  	
  Exhaustion
  of Administrative Remedies

  	
  20

  
	
   

  	
  7.8

  	
  Deadline
  to File Legal Action

  	
  20

  
	
   

  	
  7.9

  	
  Knowledge
  of Fact by Participant Imputed to Beneficiary

  	
  21

  
	
   

  	
  7.10

  	
  Information
  Furnished by Participants

  	
  21

  
	
   

  	
  7.11

  	
  Overpayments

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8  PLAN
  ADMINISTRATION

  	
  22

  
	
   

  	
  8.1

  	
  Principal
  Sponsor

  	
  22

  
	
   

  	
   

  	
  8.1.1

  	
  Officers

  	
  22

  
	
   

  	
   

  	
  8.1.2

  	
  Chief Executive Officer

  	
  22

  
	
   

  	
  8.2

  	
  Committee

  	
  22

  
	
   

  	
   

  	
  8.2.1

  	
  Appointment and Removal

  	
  22

  
	
   

  	
   

  	
  8.2.2

  	
  Automatic Removal

  	
  22

  
	
   

  	
   

  	
  8.2.3

  	
  Authority

  	
  22

  
	
   

  	
   

  	
  8.2.4

  	
  Majority Decisions

  	
  23

  
	
   

  	
  8.3

  	
  Limitation
  on Authority

  	
  23

  
	
   

  	
   

  	
  8.3.1

  	
  Generally

  	
  23

  
	
   

  	
   

  	
  8.3.2

  	
  Trustee

  	
  23

  
	
   

  	
  8.4

  	
  Conflict
  of Interest

  	
  24

  
	
   

  	
  8.5

  	
  Dual
  Capacity

  	
  24

  
	
   

  	
  8.6

  	
  Administrator

  	
  24

  
	
   

  	
  8.7

  	
  Service
  of Process

  	
  24

  
	
   

  	
  8.8

  	
  Administrative
  Expenses

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9  DISCLAIMERS

  	
  25

  
	
   

  	
  9.1

  	
  Term
  of Employment

  	
  25

  
	
   

  	
  9.2

  	
  Source
  of Payment

  	
  25

  
	
   

  	
  9.3

  	
  Delegation

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDENDUM A  Section 415
  Excess Benefit Plan Benefit

  	
  26

  



 


iii

















 


XCEL ENERGY INC. NONQUALIFIED PENSION PLAN


 


(2009
Restatement)


 


SECTION 1


 


INTRODUCTION


 


1.1                               Restatement of Plan.  Effective January 1, 1950, Xcel Energy
Inc. (formerly Northern States Power Company) established the NSP Pension
Plan.  Since its establishment, the NSP
Pension Plan has been restated several times. 
The NSP Pension Plan was most recently restated in its entirety as of January 1,
2000, and was renamed as the “Xcel Energy Pension Plan” as of August 10,
2000 and was most recently restated as of January 1, 2002.


 


As of December 18,
1980, Northern States Power Company established the NSP Deferred Compensation
Plan.  The NSP Deferred Compensation Plan
was restated in its entirety as of January 1, 1992 (the “NSP 1992 Plan”).  The purposes of the NSP 1992 Plan were to
provide additional retirement benefits to a select group of management and
highly compensated employees by allowing participants to elect to defer current
income by making pretax contributions to the plan.  In addition, section 9(F) of the NSP
1992 Plan provided certain employees an additional benefit intended to restore
to them promised benefits under the NSP Pension Plan that could not be provided
due to the limitations imposed by Internal Revenue Code (“Code”) section
401(a)(17).


 


Effective
as of November 1, 1988, Northern States Power Company established the NSP
Excess Benefit Plan.  The NSP Excess
Benefit Plan was renamed as the “Xcel Energy Excess Benefit Plan” as of August 10,
2000.  One of the purposes of the Xcel
Energy Excess Benefit Plan was to provide eligible employees with those
benefits that they would have received under the Xcel Energy Pension Plan
(formerly, the “Northern States Power Company Pension Plan”), but for the
limitations of Code section 415 as permitted by section 3(36) of the Employee
Retirement Income Security Act (“ERISA”).


 


As of January 1,
2000, Northern States Power Company adopted the NSP Nonqualified Deferred
Compensation Plan (2000 Statement).


 


As of August 2000,
Northern States Power Company and New Century Energies, Inc. (“NCE”)
merged to become Xcel Energy Inc. (the “Principal Sponsor”).


 


Following
that merger, the NSP Nonqualified Deferred Compensation Plan (2000 Statement)
was renamed the Xcel Energy Inc. Nonqualified Deferred Compensation Plan.  In 2002, the Xcel Energy Inc. Nonqualified
Deferred Compensation Plan was restated as the “Xcel Energy Inc. Nonqualified
Deferred Compensation Plan (2002 Restatement)” and all benefits previously
payable to participants under the NCE Nonqualified Plans and the benefits
previously payable to Participants under section 8 of the NSP 1992 Plan (the “Regular
Deferred Compensation Account”), including amounts credited to such account
pursuant to Sections 9(B), 9(D) and 9(E) of the NSP 1992 Plan (a
participant’s “ESOP make-up”, “FINC account” and “grandfathered 


 


1

















 


incentive
benefit” respectively, if any), were transferred to and became payable to
participants pursuant to the terms of the Xcel Energy Inc. Nonqualified
Deferred Compensation Plan (2002 Restatement).


 


At the
same time, a portion of the NSP 1992 Plan was restated to become the Xcel
Energy Inc. Nonqualified Pension Plan (2002 Restatement).  The purpose of the 2002 Restatement was to
provide certain of the benefits promised to a select group of management and
highly compensated participants under the Xcel Energy Pension Plan and the Xcel
Energy Inc. Non-bargaining Pension Plan (South) (2002 Restatement) without
regard to the limitations imposed by Code section 401(a)(17), subject to the
limitations provided in such restatement, but without duplication of
benefits.  The benefits provided under
such restatement (and this 2009 Restatement thereof) are to be provided in full
satisfaction of any similar benefits provided to participants under section 9(F) of
the NSP 1992 Plan, Article III of the Xcel Energy Excess Benefit Plan, and
any similar nonqualified supplemental retirement plan of the former NCE or its
affiliates (said plans being collectively referred to herein as the “Former
Nonqualified Plans”) other than benefits provided a select group of management
or highly compensated employees pursuant to the terms of the New Century Energies Supplemental Executive Retirement
Plan (as adopted effective January 1, 1998) and as renamed the “Xcel
Energy Supplemental Executive Retirement Plan” as of August 10, 2000.


 


In
addition, Addendum A of the 2002 Restatement was and is intended to be an “excess
benefit plan” maintained by the Principal Sponsor solely for the purpose of
providing benefits for certain employees in excess of the limitations on
benefits imposed by Code section 415. 
Such Addendum is intended to be considered a “separable part” of this
Plan and is intended to provide certain employees with the benefits previously
provided under Article III of the
Xcel Energy Excess Benefit Plan that provided supplemental pension benefits.


 


Effective
January 1, 2009, this Plan is again amended and restated 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.


 


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


 


1.2.1                      Actuarial Equivalent – a benefit of
equivalent value computed on the basis of the factors and assumptions of the
Qualified Pension Plan in which the Participant participated at the time of his
or her Separation from Service.


 


1.2.2                      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.


 


1.2.3                      Beneficiary – as to a Top Hat
Participant, a person designated by a Top Hat Participant (or automatically by
operation of this Plan Statement) to receive all or a part of the Top Hat
Participant’s benefit in the event of the Top Hat Participant’s death prior to
full distribution thereof.  As to an
Excess Plan Participant, a person designated by the Excess Plan Participant to
receive all or part of the Excess Plan Participant’s benefit under the
Qualified Plan in which the Excess Plan Participant participated or is such
Excess Plan 


 


2

















 


Participant’s Beneficiary as automatically determined
by operation of such Qualified Plan.  A
person shall not be considered a Beneficiary until the death of the
Participant.


 


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


 


1.2.5                      Committee – a Committee appointed
pursuant to Section 8.


 


1.2.6                      Effective Date – the original
effective date of the Plan was December 18, 1980.  The effective date of this restatement is January 1,
2009, except as otherwise provided herein.


 


1.2.7                      Employer – the Principal Sponsor and
any business entity that is an Affiliate of the Principal Sponsor as employing
employees that are eligible participate in this Plan or for whom benefits are
provided under Addendum A hereof.


 


1.2.8                      Excess Plan Participant - A Participant whose benefit under this Plan is determined
solely by reference to Section 3.3.


 


1.2.9                      Participant – an employee of the
Employer who is eligible to participate in this Plan as a Top Hat Participant
because his benefit under the Qualified Pension Plan is limited by Code section
401(a)(17), or who is an employee whose benefit under the Qualified Pension
Plan is limited solely by application of Code section 415 and whose benefit
under this Plan is determined solely by reference to Section 3.3 hereof
(an “Excess Plan Participant”).  No
employee is presumed or automatically eligible to participate in this Plan as a
Top Hat Participant.  An employee who has
become a Participant shall be considered to continue as a Participant in the
Plan until the date of the Participant’s death or, if earlier, the date when
the Participant is no longer employed by an Employer or an Affiliate and upon
which the Participant (or Beneficiary of a surviving Participant) no longer has
any benefit under the Plan.  When used
herein, the term “Participant” shall refer collectively to Excess Plan
Participants and Top Hat Participants, unless the context clearly requires
otherwise.


 


1.2.10                Plan
– the nonqualified defined benefit pension program maintained by the Principal
Sponsor established for the benefit of Participants eligible to participate
therein, as set forth in this Plan Statement. 
The Plan shall be referred to as the “Xcel Energy Inc. Nonqualified
Pension Plan (2009 Restatement).


 


1.2.11                Plan
Statement – this document entitled “XCEL ENERGY INC.
NONQUALIFIED PENSION PLAN (2009 Restatement).


 


1.2.12                Plan
Year – the calendar year.


 


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


 


1.2.14                Qualified
Pension Plan – the Xcel Energy Inc. Pension Plan (North) and the Xcel Energy Inc. Non-bargaining
Pension Plan (South), and any amendments, restatements, or successor plans
thereto.


 


3

















 


1.2.15                Qualified
Pension Plan Benefit – a Participant’s benefit under a
Qualified Pension Plan applicable to him or her, but not including any
Retirement Spending Account benefit or any Social Security Supplement as those
terms are defined in the Qualified Pension Plan.


 


1.2.16                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.


 


(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.


 


1.2.17                Spouse
– the person to whom a Participant is legally married on the earlier of:


 


(a)                                 the
date as of which the Participant’s benefit payments are scheduled to begin; or


 


(b)                                the
date of the Participant’s death;


 


4

















 


and to
whom the Participant has been legally married for at least 12 consecutive
months on the date of the Participant’s death.


 


1.2.18                Top
Hat Participant – A Participant who is a member of a
select group of management or highly compensated employees whose benefit is
determined under the provisions of Section 3.1 or Section 3.2.


 


1.2.19                Trust
– the Trust agreement for the Plan, if any, established by the Principal
Sponsor pursuant to Section 5.


 


1.2.20                Trust
Fund – the fund or funds, if any, established by the
Principal Sponsor pursuant to Section 5.


 


1.2.21                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 5.


 


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


 


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 


 


5

















 


to the provisions of Code Section 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 Section 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 Section 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                                Participation. An employee (other than 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 shall
become a Participant in this Plan if his or her benefit under the applicable
Qualified Pension Plan is limited by Code Section 401(a)(17) or whose
benefit under the Plan is determined solely be reference to Section 3.3
hereof.


 


2.2                                Cessation of Eligibility.  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
accruals 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 benefit (if any) is
distributed from the Plan.


 


7

















 


SECTION 3


 


BENEFIT


 


3.1                                Nonqualified Pension Plan Benefit of Traditional and Pension
Equity Plan Top Hat Participants.  The benefit of a Top Hat
Participant whose Qualified Pension Plan Benefit is determined under either a
traditional benefit formula or a pension equity benefit formula shall, at such
Top Hat Participant’s Separation from Service, be equal to (a) - (b) multiplied
by (c) as follows:


 


(a)                                  the
Top Hat Participant’s Qualified Pension Plan Benefit determined without regard
to the limitations imposed by Code sections 401(a)(17) and 415, and determined
as if such Top Hat Participant’s compensation under the Qualified Pension Plan
had, for Plan Years prior to January 1, 2002, included compensation that the
Top Hat Participant deferred to a nonqualified deferred compensation plan of
the Employer,


 


minus


 


(b)                                 the
Top Hat Participant’s actual Qualified Pension Plan Benefit, and


 


multiplied
by


 


(c)                                  a
percentage equal to that percentage which the Top Hat Participant is vested in
his or her benefit under a Qualified Pension Plan at the time of his or her
Separation from Service.


 


3.2                                Nonqualified Pension Plan Benefit of Account Balance Plan Top
Hat Participants. A Top Hat
Participant whose Qualified Pension Plan benefit is determined by reference to
the account balance formula thereof shall, effective for Plan Years beginning
on and after January 1, 2002, earn a benefit under this Plan equal to (a) —
(b) multiplied by (c), as follows:


 


(a)                                  The
account balance credits (and interest thereon) that would have been credited to
the account of a Top Hat Participant under the Qualified Pension Plan if the
limitations imposed by Code sections 401(a)(17) and 415 had been disregarded,


 


minus


 


(b)                                 The
account balance credits (and interest thereon) actually credited to such Top
Hat Participant’s account under the Qualified Pension Plan for such period, and


 


multiplied
by


 


(c)                                  A
percentage equal to that percentage which the Top Hat Participant is vested in
his or her benefit under a Qualified Pension Plan at the time of his or her
Separation from Service.


 


3.3                                Nonqualified Pension Plan Benefit of Excess Plan Participants.  The Nonqualified Pension Plan benefits of an
Excess Plan Participant shall be determined as provided in Addendum A.


 


8

















 


3.4                                No Duplication of Benefits.  It is the intent that this Plan shall
supplement, but not duplicate, the benefits provided Participants under the
Qualified Pension Plan.  This Plan shall
be interpreted consistently with those intentions.


 


9

















 


SECTION 4


 


DISTRIBUTION


 


4.1                                Time and Form of Payment.  A Participant’s benefit shall be paid in a
single lump sum cash payment as of the first day of the seventh month following
the Participant’s Separation from Service. Notwithstanding the foregoing, the
benefit of a Top Hat Participant whose Qualified Pension Plan Benefit is
determined by reference to the account balance formula under the Qualified
Pension Plan shall be paid in a single lump sum cash payment as of the first
day of the seventh month following the later of the Participant’s Separation
from Service or attainment of age 55.


 


4.2                                Death or Change in Control.  Notwithstanding the foregoing, a Participant’s
benefit shall be paid before the date specified in Section 4.1, above,
pursuant to the following rules:


 


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


 


4.2.2                      Change in Control.  Each Participant’s
benefit 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 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 Section 409A
and Treasury Regulation Section 1.409A-3(i)(5).


 


4.3                                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.


 


4.4                                Acceleration of Payments.  Notwithstanding the preceding provisions of
this Section 4, the Committee, in its sole discretion, may decide to
accelerate payments under the Plan prior to the times set forth above 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 4.4, 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:


 


4.4.1                      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 Section 3101,
Section 3121(a) and Section 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.


 


4.4.2                      Payment upon Income Inclusion under Code Section 409A.  If this Plan fails to meet the requirements
of Code Section 409A, the amount of a Participant’s benefit 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.


 


10

















 


4.4.3                      Conflicts of Interest.  Each Participant’s benefit shall be paid at
such time and to the extent permitted by Treas. Reg. Section 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.


 


4.4.4                      Termination of Plan.  Each Participant’s benefit shall be paid to
him upon termination of the Plan to the extent provided in Section 6.


 


4.5                                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.


 


4.6                                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.


 


4.7                                Designation of Beneficiaries.


 


4.7.1                      Right  to Designate.  Each Top Hat 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 Top Hat Participant’s benefit in the event of such
Top Hat Participant’s death.  The Top Hat



 


11

















 


Participant may change or revoke any such designation
from time to time without notice to or consent from any Beneficiary.  No such designation, change or revocation
shall be effective unless executed by the Top Hat Participant and received by
the Committee during the Top Hat Participant’s lifetime.


 


4.7.2                      Failure of Designation.  If a Top Hat 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 Top Hat Participant,


 


such
Top Hat Participant’s benefit, or the part thereof as to which such Top Hat
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 Top Hat Participant and (except in the case of surviving issue)
in equal shares if there is more than one member in such class surviving the
Top Hat Participant:


 


Top
Hat Participant’s surviving Spouse


 


Top
Hat Participant’s surviving issue per stirpes and not per capita


 


Top
Hat Participant’s surviving parents


 


Top Hat
Participant’s surviving brothers and sisters


 


Representative
of Top Hat Participant’s estate


 


4.7.3                      Definitions.  When used herein and, unless the Top Hat
Participant has otherwise specified in the Top Hat 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 Top Hat Participant.


 


4.7.4                      Special Rules.  Unless the Top Hat Participant has otherwise
specified in his or her 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 Top Hat Participant.


 


12

















 


(b)                                 The
automatic Beneficiaries specified in Section 4.7.2 and the Beneficiaries
designated by the Top Hat Participant shall become fixed at the time of the Top
Hat Participant’s death so that, if a Beneficiary survives the Top Hat
Participant but dies before the receipt of all payments due such Beneficiary
hereunder, such remaining payments shall be payable to the representative of
such Beneficiary’s estate.


 


(c)                                  If
the Top Hat Participant designates as a Beneficiary the person who is the Top
Hat 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 Top Hat Participant and such person shall automatically
revoke such designation.  (The foregoing
shall not prevent the Top Hat Participant from designating a former Spouse as a
Beneficiary on a form executed by the Top Hat Participant and received by the
Committee after the date of the legal termination of the marriage between the
Top Hat Participant and such former Spouse, and during the Top Hat Participant’s
lifetime.)


 


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


 


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


 


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


 


4.7.5                      Facility  of
Payment.  In
case of the legal disability (e.g., minority or mental incompetency), of a Top
Hat 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
Top Hat Participant or Beneficiary, or


 


(b)                                 to
a person or institution entrusted with the care or maintenance of the legally
disabled Top Hat 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 Top Hat 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 Top Hat Participant or Beneficiary.


 


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


 


13

















 


4.8                                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.


 


4.9                                SERP Participants.  Notwithstanding anything else in this Section 4
to the contrary, if as of December 31, 2008 an individual is both a
Participant in this Plan and a participant in the Xcel Energy Supplemental
Executive Retirement Plan (SERP), then the Participant’s benefit under this
Plan shall be paid in the time and form of his or her benefit under the SERP.


 


14

















 


SECTION 5


 


UNFUNDED PLAN


 


5.1                                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.  A 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.


 


5.2                                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).


 


5.3                                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.


 


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


 


5.5                                Spendthrift Provision.  No Participant or Beneficiary shall have any
interest in any account or Trust which 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, nor shall any benefit or the Trust be subject to attachment,
garnishment, execution following judgment or other legal process while in the
possession or control of the Employer or the Trustee.


 


This section shall not
prevent the Employer from exercising, in its discretion, any of the applicable
powers and options granted to it upon the occurrence of a Participant’s
Retirement, as such powers may be conferred upon it by any applicable provision
hereof.


 


15

















 


SECTION 6


 


AMENDMENT AND TERMINATION


 


6.1                                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 benefit 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.


 


6.2                                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:


 


6.2.1                      Dissolution or Bankruptcy.  At the discretion of the Employer within 12
months of a corporate dissolution taxed under Code Section 331 or with the
approval of a bankruptcy court pursuant to 11 U.S.C. Section 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.


 


6.2.2                      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. Section 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. Section 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.


 


16














 


SECTION 7


 


DETERMINATIONS — RULES AND REGULATIONS


 


7.1                                Determinations.  The Committee shall make such determinations
as may be required from time to time in the administration of the Plan. The
Committee shall have the sole discretion, authority and responsibility to
interpret and construe this Plan Statement and to determine all factual and
legal questions under the Plan, including but not limited to the entitlement of
any persons to benefits and the amounts of their benefits. Its discretionary
authority shall include all matters arising under the Plan including, but not
limited to, the determination of whether a domestic relations order is
enforceable against the Plan and the interpretation and administration of a
qualified domestic relations order. The Actuary, the Trustee and other
interested parties 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.


 


7.2                                Rules and Regulations.  Any rule not in conflict or at variance
with the provisions hereof may be adopted by the Principal Sponsor.


 


7.3                                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.


 


7.4                                Claims and Review Procedure.  Until modified by the Committee, the claims
and review procedure set forth in this Section shall be the mandatory
claims and review procedure for the resolution of disputes and disposition of
claims filed under the Plan. An application for benefits shall be considered as
a claim for the purposes of this Section.


 


7.4.1                      Initial Claim.  An individual may, subject to any applicable
deadline, file with the Committee a written claim for benefits under the Plan
in a form and manner prescribed by the Committee.


 


(a)                                 If
the claim is denied in whole or in part, the Committee shall notify the
claimant of the adverse benefit determination within ninety (90) days after
receipt of the claim.


 


(b)                                The
ninety (90) day period for making the claim determination may be extended for
ninety (90) days if the Committee determines that special circumstances require
an extension of time for determination of the claim, provided that the
Committee notifies the claimant, prior to the expiration of the initial ninety
(90) day period, of the special circumstances requiring an extension and the
date by which a claim determination is expected to be made.


 


7.4.2                      Notice of Initial Adverse Determination.  A notice of an adverse determination shall
set forth in a manner calculated to be understood by the claimant:


 


(a)                                 the
specific reasons for the adverse determination;


 


17

















 


(b)                                references to the specific provisions of the
Plan Statement (or other applicable Plan document) on which the adverse
determination is based;


 


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


 


(d)                                a description of the claims review procedure,
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.


 


7.4.3                      Request for Review. Within sixty (60) days after receipt of an
initial adverse benefit determination notice, the claimant may file with
the Committee a written request for a review of the adverse determination and
may, in connection therewith submit written comments, documents, records and
other information relating to the claim benefits. Any request for review of the
initial adverse determination not filed within sixty (60) days after receipt of
the initial adverse determination notice shall be untimely.


 


7.4.4                      Claim on Review. If the claim, upon review, is denied in
whole or in part, the Committee shall notify the claimant of the adverse
benefit determination within sixty (60) days after receipt of such a request
for review.


 


(a)                                 The sixty (60) day period for deciding the
claim on review may be extended for sixty (60) days if the Committee determines
that special circumstances require an extension of time for determination of
the claim, provided that the Committee notifies the claimant, prior to the
expiration of the initial sixty (60) day period, of the special circumstances
requiring an extension and the date by which a claim determination is expected
to be made.


 


(b)                                In the event that the time period is extended
due to a claimant’s failure to submit information necessary to decide a claim
on review, the claimant shall have sixty (60) days within which to provide the
necessary information and the period for making the claim determination on
review shall be tolled from the date on which the notification of the extension
is sent to the claimant until the date on which the claimant responds to the
request for additional information or, if earlier, the expiration of sixty (60)
days.


 


(c)                                 The Committee’s review of a denied claim
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.


 


7.4.5                      Notice of Adverse Determination for Claim on Review. A notice of an adverse determination for a
claim on review shall set forth in a manner calculated to be understood by the
claimant:


 


(a)                                 the specific reasons for the denial;


 


18

















 


(b)                                references to the specific provisions of the
Plan Statement (or other applicable Plan document) on which the adverse
determination 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;


 


(d)                                a statement describing any voluntary appeal
procedures offered by the Plan and the claimant’s right to obtain information
about such procedures; and


 


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


 


7.5                                Rules and Regulations.


 


7.5.1                      Adoption of Rules. Any rule not
in conflict or at variance with the provisions hereof may be adopted by the
Committee.


 


7.5.2                      Specific 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 the established claim procedures.
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 claims and on requests for a review of denied claims shall be made
by the Committee unless delegated as provided for in the Plan, in which case
references in this Section 7 to the Committee shall be treated as
references to the Committee’s delegate.


 


(c)                                 Claimants
may be represented by a lawyer or other representative at their own expense,
but the Committee reserves the right to require the claimant to furnish written
authorization and establish reasonable procedures for determining whether an
individual has been authorized to act on behalf of a claimant. A claimant’s
representative shall be entitled to copies of all notices given to the
claimant.


 


(d)                                The
decision of the Committee on a claim and on a request for a review of a denied
claim may be provided to the claimant in electronic form instead of in writing
at the discretion of the Committee.


 


(e)                                 In
connection with the review of a denied claim, the claimant or the claimant’s
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.


 


(f)                                   The
time period within which a benefit determination will be made shall begin to
run at the time a claim or request for review is filed in accordance with the 


 


19

















 


claims procedures, without regard to whether all the
information necessary to make a benefit determination accompanies the filing.


 


(g)                                The
claims and review procedures shall be administered with appropriate safeguards
so that benefit claim determinations are made in accordance with governing plan
documents and, where appropriate, the plan provisions have been applied
consistently with respect to similarly situated claimants.


 


(h)                                For
the purpose of this Section, a document, record, or other information shall be
considered “relevant” if such document, record, or other information: (i) was
relied upon in making the benefit determination; (ii) was submitted,
considered, or generated in the course of making the benefit determination,
without regard to whether such document, record, or other information was
relied upon in making the benefit determination; (iii) demonstrates
compliance with the administration processes and safeguards designed to ensure
that the benefit claim determination was made in accordance with governing plan
documents and that, where appropriate, the Plan provisions have been applied
consistently with respect to similarly situated claimants; and (iv) constitutes
a statement of policy or guidance with respect to the Plan concerning the
denied treatment option or benefit for the claimant’s diagnosis, without regard
to whether such advice or statement was relied upon in making the benefit
determination.


 


(i)                                    The
Committee may, in its discretion, rely on any applicable statute of limitation
or deadline as a basis for denial of any claim.


 


7.6                                Deadline to File Claim. To be
considered timely under the Plan’s claim and review procedure, a claim must be
filed with the Committee within one (1) year after the claimant knew or
reasonably should have known of the principal facts upon which the claim is
based.


 


7.7                                Exhaustion of Administrative Remedies.
The exhaustion of the claim and review procedure is mandatory for resolving
every claim and dispute arising under the Plan. As to such claims and disputes:


 


(a)                                 no
claimant shall be permitted to commence any legal action to recover Plan
benefits or to enforce or clarify rights under the Plan under section 502 or
section 510 of ERISA or under any other provision of law, whether or not
statutory, until the claim and review procedure set forth herein have been
exhausted in their entirety; and


 


(b)                                in
any such legal action all explicit and all implicit determinations by the
Committee (including, but not limited to, determinations as to whether the
claim, or a request for a review of a denied claim, was timely filed) shall be
afforded the maximum deference permitted by law.


 


7.8                                Deadline to File Legal Action. No
legal action to recover Plan benefits or to enforce or clarify rights under the
Plan under section 502 or section 510 of ERISA or under any other provision of
law, whether or not statutory, may be brought by any claimant on any matter
pertaining to the Plan unless the legal action is commenced in the proper forum
before the earlier of:


 


(a)                                 thirty
(30) months after the claimant knew or reasonably should have known of the
principal facts on which the claim is based, or


 


20

















 


(b)                                six
(6) months after the claimant has exhausted the claim and review
procedure.


 


7.9                                Knowledge of Fact by Participant Imputed to Beneficiary.
Knowledge of all facts that a Participant knew or reasonably should have known
shall be imputed to every claimant who is or claims to be a Beneficiary of the
Participant or otherwise claims to derive an entitlement by reference to the
Participant for the purpose of applying the previously specified periods.


 


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


 


7.11                          Overpayments.  If a payment or series of payments made from
this Plan is found to be greater than the benefit to which a Participant or
Beneficiary is entitled due to factual errors, mathematical errors or
otherwise, the Committee may, in its discretion, and in addition to or in lieu
of any other legal remedies it may have suspend or reduce future benefits to
such Participant or Beneficiary as it deems appropriate to correct the
overpayment.


 


21

















 


SECTION 8


 


PLAN ADMINISTRATION


 


8.1                                Principal Sponsor.


 


8.1.1                      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.


 


8.1.2                      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.


 


8.2                                Committee.


 


8.2.1                      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.


 


8.2.2                      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.


 


8.2.3                      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,


 


22

















 


(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 benefits 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 to the Committee
shall be treated as references to the Committee, 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.


 


8.2.4                      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.


 


8.3                                Limitation on Authority.


 


8.3.1                      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.


 


8.3.2                      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 contribution under the Plan or to determine the
existence, nature or extent of any individual’s rights in the 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 Plan.  The Trustee shall give the Principal Sponsor
notice of (and tender to the Principal Sponsor) 


 


23

















 


the prosecution or defense of any litigation involving
the Plan, the Fund or other person acting with respect to the Plan.


 


8.4                                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 Participant’s Spouse), 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 such
Beneficiary, and such Participant or Beneficiary shall act only in his or her
individual capacity in connection with any such matter.


 


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


 


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


 


8.7                                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.


 


8.8                                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.


 


24

















 


SECTION 9


 


DISCLAIMERS


 


9.1                                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.


 


9.2                                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 or other person entitled at any time to payments hereunder shall
look solely to the assets of the Employer for such payments.  In each case where benefits shall have been
distributed to a former Participant and which purports to cover in full the
benefit hereunder, such former Participant 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
affect any of the objectives or purposes of the Plan by reason of the
insolvency of the Employer.


 


9.3                                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

  	
   

  



 


25

















 


ADDENDUM A


 


Section 415 Excess Benefit Plan Benefit


 


SECTION 1


 


INTRODUCTION


 


The benefit of a
Participant whose benefit under this Plan is solely attributable to the
limitations of Code section 415 shall be determined as follows:


 


A.1.1                   Section 415 Excess Benefit of Participants Whose Qualified Pension
Plan Benefit is Determined under the Traditional Formula.  The Section 415 Excess
Benefit of a Participant whose Qualified Pension Plan Benefit is determined
under the traditional benefit formula of a Qualified Pension Plan shall, at
such Participant’s Separation from Service, be equal to (a) - (b) multiplied
by (c) as follows:


 


(a)                                 the
Participant’s Qualified Pension Plan Benefit determined without regard to the
limitation imposed by Code section 415 (but applying the limitation imposed by
Code section 401(a)(17)),


 


minus


 


(b)                                the
Participant’s actual Qualified Pension Plan Benefit,


 


multiplied
by


 


(c)                                 a
percentage equal to that percentage which the Participant is vested in his or her
benefit under a Qualified Pension Plan at the time of his or her Separation
from Service.


 


A.1.2                   Section 415 Excess Benefit of Participants Whose
Qualified Pension Plan Benefit is Determined under the Account Balance or PEP
Formulas.  A Participant whose
Qualified Pension Plan benefit is determined by reference to the account
balance or PDP formula shall, effective for Plan Years beginning on and after January 1,
2003, earn a benefit under this Plan determined as of the date such Participant’s
benefit is to be paid, equal to (a) — (b) multiplied by (c), as
follows:


 


(d)                                The
Actuarial Equivalent single life annuity determined by reference to the
Participant’s account or PDP balance under the Qualified Plan as of the date
the Participant’s benefit under this Plan is to be paid calculated without
regard to the limitations imposed by Code section 415 (but applying the
limitation imposed by Code section 401(a)(17)),


 


26

















 


minus


 


(e)                                 The
Actuarial Equivalent single life annuity determined by reference to the
Participant’s actual account or PDP balance under the Qualified Plan as of the
date the Participant’s benefit under this Plan is to be paid after applying the
limitations imposed by Code section 415 (and applying the limitation imposed by
Code section 401(a)(17)),


 


multiplied by


 


(f)                                   A
percentage equal to that percentage which the Participant is vested in his or
her benefit under a Qualified Pension Plan at the time of his or her Separation
from Service.


 


27