Exhibit 10.17


 


XCEL ENERGY INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


(As Adopted Effective January 1, 1998, and
Amended and Restated effective January 1, 2009)


 

















 


XCEL ENERGY INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


Table of Contents


 


	
  ARTICLE I

  	
  GENERAL

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 1.1

  	
  Name of Plan

  	
  1

  
	
  Sec. 1.2

  	
  Purpose

  	
  1

  
	
  Sec. 1.3

  	
  Effective Date

  	
  2

  
	
  Sec. 1.4

  	
  Company

  	
  2

  
	
  Sec. 1.5

  	
  Participating Employers

  	
  2

  
	
  Sec. 1.6

  	
  Construction and Applicable Law

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 2.1

  	
  Accrual Percentage

  	
  2

  
	
  Sec. 2.2

  	
  Actuarial Equivalent

  	
  3

  
	
  Sec. 2.3

  	
  Beneficiary

  	
  3

  
	
  Sec. 2.4

  	
  Board

  	
  3

  
	
  Sec. 2.5

  	
  Change In Control

  	
  3

  
	
  Sec. 2.6

  	
  Committee

  	
  3

  
	
  Sec. 2.7

  	
  Final Average Compensation

  	
  3

  
	
  Sec. 2.8

  	
  Normal Retirement Benefit

  	
  4

  
	
  Sec. 2.9

  	
  Normal Retirement Date

  	
  4

  
	
  Sec. 2.10

  	
  Participant

  	
  4

  
	
  Sec. 2.11

  	
  Plan Year

  	
  4

  
	
  Sec. 2.12

  	
  PSCo SERP

  	
  4

  
	
  Sec. 2.13

  	
  Retirement Plan

  	
  4

  
	
  Sec. 2.14

  	
  SPS SERP

  	
  4

  
	
  Sec. 2.15

  	
  Successor Employer

  	
  4

  
	
  Sec. 2.16

  	
  Year of Vesting Service

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 3.1

  	
  Eligibility for Participation

  	
  5

  
	
  Sec. 3.2

  	
  Cessation of Participation

  	
  5

  
	
  Sec. 3.3

  	
  No Guarantee of Employment

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  BENEFITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 4.1

  	
  Amount of Normal Retirement Benefit

  	
  5

  
	
  Sec. 4.2

  	
  Special Provisions for PSCo and SPS SERP
  Participation

  	
  6

  
	
  Sec. 4.3

  	
  Vesting of Benefit

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF
  PAYMENT AND COMMENCEMENT DATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 5.1

  	
  Normal Form

  	
  7

  
	
  Sec. 5.2

  	
  Optional Forms

  	
  7

  
	
  Sec. 5.3

  	
  Reduction for Early Retirement

  	
  7

  
	
  Sec. 5.4

  	
  Commencement Date

  	
   

  
	
  Sec. 5.4

  	
  Disability Before Retirement

  	
  7

  
	
  Sec. 5.5

  	
  Death Prior to Termination of Employment

  	
  7

  
	
  Sec. 5.6

  	
  Death After Termination of Employment

  	
  8

  



 


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  Sec. 5.7

  	
  Benefit Upon Change In Control

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 6.1

  	
  Administration by the Committee

  	
  8

  
	
  Sec. 6.2

  	
  Withholding of Taxes

  	
  10

  
	
  Sec. 6.3

  	
  Unfunded and Unsecured Plan

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  AMENDMENT
  AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 7.1

  	
  Amendment

  	
  10

  
	
  Sec. 7.2

  	
  Termination of Plan

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 8.1

  	
  Designation of Beneficiary

  	
  11

  
	
  Sec. 8.2

  	
  Benefits May Not Be Assigned or Alienated

  	
  11

  
	
  Sec. 8.3

  	
  Headings

  	
  11

  
	
  Sec. 8.4

  	
  Capitalized Definitions

  	
  11

  
	
  Sec. 8.5

  	
  Gender

  	
  11

  
	
  Sec. 8.6

  	
  Use of Compounds of Word “Here”

  	
  11

  
	
  Sec. 8.7

  	
  Construed as a Whole

  	
  11

  



 


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XCEL ENERGY INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


ARTICLE I


 


GENERAL


 


Sec. 1.1          Name
of Plan.  The name
of this plan is “Xcel Energy Inc. Supplemental Executive Retirement Plan”
(referred to hereinafter as the “Plan”).


 


Sec.
1.1.1          Background.
The Plan is a continuation of the Southwestern Public Service Company
Supplemental Retirement Income Plan (the “SPS SERP”), and the Public Service
Company of Colorado Supplemental Executive Retirement Plan (the “PSCo SERP”).
On January 1, 1998, following the creation of New Century Energies, Inc.
the above-two plans were combined to create the New Century Energies
Supplemental Executive Retirement Plan (the “NCE SERP”). Effective August 21,
2000 following the creation of Xcel Energy Inc., the NCE SERP was renamed and
became known as the Xcel Energy Inc. Supplemental Executive Retirement Plan.
This Plan is designed to amend and restate the PSCo SERP, the SPS SERP and the
NCE SERP, unless stated otherwise herein.  
On December 14, 2004, the Board directed that the Plan be amended and
restated to comply with the requirements of Section 409A of the Internal
Revenue Code. Those changes, along with various administrative and ministerial
changes, have been incorporated into this Plan effective January 1, 2005.
This Plan has been amended in certain respects and is restated effective January 1,
2009.


 


Sec. 1.2          Purpose.  The Plan has been established to provide
supplemental retirement benefits and certain benefits upon disability or death
before retirement to certain select management or highly compensated employees
so that such employees may be retained and their productive efforts encouraged.


 


(a)          An individual who was a
Participant in the NCE SERP on or after January 1, 1998, but who ceased
participation prior to the Restatement Effective Date of this Plan, shall have
eligibility and benefits determined and paid pursuant to the provisions of the
NCE SERP, as in effect before this amendment and restatement of the Plan.


(b)         An individual who was a
participant in the PSCo SERP or the SPS SERP, but who ceased participation
therein prior to the Effective Date of the NCE SERP shall have eligibility and
benefits determined and paid pursuant to the provisions of the PSCo SERP or the
SPS SERP, whichever was applicable, as in effect on December 31, 1997.


(c)          Effective January 1,
2009, this Plan was again amended and restated to include all amendments issued
after the January 1, 2005 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 Article V


 

















 


Sec. 1.3          Effective
Date.  The “Effective
Date” of the Plan is January 1, 1998.


 


Sec. 1.4          Company.  For purposes of this Plan, “Company” means
Xcel Energy Inc., a Minnesota corporation, and any Predecessor or Successor
Employer thereof.


 


Sec. 1.5          Participating
Employers.  The
Company is a “Participating Employer” in the Plan.  Any subsidiary of the Company or other
affiliated entity which along with the Company is a member of a controlled
group of corporations under Section 414(b) of the Internal Revenue
Code or a group of trades or businesses under common control under Section 414(c) of
the Internal Revenue code (an “Affiliate”) shall become a Participating
Employer in this Plan upon being so designated in a written action by the
Committee, effective as of the date specified by the Committee, and as
indicated on Exhibit A Effective for purposes of determining if a related
entity is an “affiliate” according to this section and sections 414(b), (c), (m) or
(n) of the Code, fifty percent (50%) shall be substituted for eighty
percent (80%) as it appears therein.. 
Any Successor Employer to a Participating Employer shall also be a
Participating Employer, unless so designated by the Committee.  A Participating Employer shall cease to be
such effective as of the date the entity ceases to be an Affiliate or as
specified in a written action by the Committee; provided, however, that such
action shall not cause Participants employed by such employer to forfeit vested
benefits accrued prior to such date.


 


Sec. 1.6          Construction
and Applicable Law. 
The Plan is intended to be an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”).  The Plan shall be
administered and construed consistent with said intent.  This Plan shall be governed and construed in
accordance with the laws of the State of Minnesota as applied to contracts
executed and to be wholly performed within said state to the extent that such
laws are not preempted by the laws of the United States of America.


 


ARTICLE II


 


DEFINITIONS


 


Sec. 2.1          Accrual
Percentage. “Accrual Percentage” means the percentage
(not in excess of 100%) of a Participant’s Normal Retirement Benefit that has
accrued under this Plan as of any date. 
The Normal Retirement Benefit shall accrue monthly over a period of 20
years commencing from the Participant’s date of employment with the Participating
Employers with a portion equal to 1/240 of the total benefit accruing at the
end of each month during such 20-year period, provided the individual is
employed by a Participating Employer on the last day of said month.  If an individual became a Participant on the
Effective Date, the Participant’s Accrual Percentage as of the Effective Date
shall be based on a period of employment that includes all service that was
recognized on the day before the Effective Date for purposes of determining the
Participant’s benefit under the PSCo SERP or the SPS SERP.  The Committee may, in its sole discretion,
specify in the notice of participation that a particular Participant will be
treated as having additional employment with the Participating Employers for
purposes of calculating the Participant’s Accrual Percentage under this
Section.


 


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Sec. 2.2          Actuarial
Equivalent.  “Actuarial
Equivalent” means a benefit of equivalent value determined by the Committee
upon advice of the actuary for the Retirement Plan using the actuarial factors
used for the corresponding type of calculation under the Retirement Plan, as
determined under Appendix C of the Retirement Plan as applicable based on the
corresponding formula under which the Participant’s benefit under the
Retirement Plan is calculated. Actuarial Equivalent lump sum values will be
based on the factors found in Section 4 of Appendix C for participants in
the Traditional Program, Section 5 of Appendix C for Participants in the
Pension Equity Program and Appendix E for Participants in the Account Balance
Program. Actuarial Equivalent annuity values will be based on the factors in Section 7
of Appendix C.


 


Sec. 2.3          Beneficiary.  “Beneficiary” means the person or persons
designated as such pursuant to the provisions of Sec. 8.1.


 


Sec. 2.4          Board.  “Board” means the Board of Directors of the
Company.


 


Sec. 2.5          Change
In Control.  A “Change
In Control” is the occurrence of any of the events described in subsections (a) through
(d) below:


 


(a)                     Change in Ownership.  When a person, or more than one person acting
as a group acquires stock that, together with stock already owned, possesses
more than 50% of the total fair market value or total voting power of the stock
of the Company.


 


(b)                    Change in Effective Control.  Acquisition by any person, (or by
more than one person acting as a group taking into account all acquisitions of
such person or persons during the 12-month period ending on the date of the
most recent acquisition), of shares of thirty-five percent or more of the total
voting power of the outstanding stock of the Company


 


(c)                     Change in Ownership of a Substantial Portion of a
Corporation’s Assets. A person or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) forty percent or more
of the total gross fair market value of the assets of the Company.


 


(d)                    Change in Board Members. A majority of the
members of the Board is replaced during a 12-month period by directors who were
not endorsed by a majority of the members of the board prior to the appointment
or election of the new directors.


 


Notwithstanding the
above, any such Change in Control must be interpreted in accordance with the
regulations found in  Treas. Reg. Section 1.409A-3(i)(5)..


 


Sec. 2.6          Committee.  “Committee” means the Governance,
Compensation and Nominating Committee of the Board or any other committee as
may be appointed by the Board to administer the Plan.  However, no member of the Committee who is
also a Participant in this Plan may participate in or vote on any matter
involving the Plan.


 


Sec. 2.7          Final
Average Compensation. 
“Final Average Compensation” means the average of the highest three calendar
years of Compensation to which the Participant is entitled from the
Participating Employers during the five calendar year period immediately
preceding the calendar year in which the Participant’s retirement or other
separation from service occurs (or the average of the years during


 


3

















 


such period in which the Participant received
Compensation, if the Participant received Compensation in fewer than three such
years).  For purposes of this Section,
the Participant’s “Compensation”
for a year is the Participant’s base pay from the Participating Employers as of
December 31st of that year, plus any bonus earned by the Participant for
that year regardless whether such bonus is paid in that year or in the next year
under the Company’s regular annual incentive plan or program (before any
reductions for pre-tax contributions under any Company 401(k) savings
plan, deferred compensation plan or other benefit plan, and before withholding
of taxes). Also for purposes of this Section, and as used throughout the Plan, “separation from service” has the meaning
as such term is defined in Section 409A of the Code.


 


Sec. 2.8          Normal
Retirement Benefit. 
“Normal Retirement Benefit” means the benefit calculated under Sec. 4.1.


 


Sec. 2.9          Normal
Retirement Date.  “Normal
Retirement Date” means the first day of the calendar month coincident with or
next following the Participant’s attainment of age 62.


 


Sec. 2.10       Participant.  “Participant” means an individual defined as
such in Sec. 3.1.


 


Sec. 2.11       Plan
Year.  “Plan Year”
means the 12-consecutive-month period commencing January 1 and ending December 31.


 


Sec. 2.12       Predecessor
Plan.  “Predecessor
Plan” means either the Public Service Company of Colorado Supplemental
Executive Retirement Plan for Key Employees (the “PSCo SERP”) as in effect on August 1,
1997, the Southwestern Public Service Company Supplemental Retirement Income
Plan (the “SPS SERP”) as in effect on August 1, 1997 and the New Century
Energies Supplemental Executive Retirement Plan (the “NCE SERP”) as in effect
on August 20, 2000, or all three combined.


 


Sec. 2.13       Restatement Effective Date.  “Restatement Effective
Date” is January 1, 2005.


 


Sec. 2.14       Retirement
Plan.  “Retirement
Plan” means the Xcel Energy Inc. Pension Plan, as it may be amended from time
to time.


 


Sec. 2.15       Successor
Employer.  “Successor
Employer” means any entity that succeeds to the business of the Company or
another Participating Employer through merger, consolidation, acquisition of
all or substantially all of its assets, or any other means.


 


Sec. 2.16       Year
of Vesting Service. 
“Year of Vesting Service” means, except as hereinafter provided, a Plan
Year in which an individual is a Participant in this Plan for all or a portion
of the Plan Year, measured in years and completed months as a Participant (with
each completed month expressed as one-twelfth of a year).  In calculating Years of Vesting Service, an
individual who becomes a Participant as of the Effective Date shall receive
retroactive credit for all years of participation credited to the Participant
for purposes of vesting under the PSCo SERP or the SPS SERP prior to the
Effective Date. Notwithstanding the foregoing, from August 21, 2000 (date
of creation of Xcel Energy Inc.) until the Restatement Effective Date, Vesting
Service was measured in years and completed months as a Participant for the
time such Participant was an “officer” of the Company, and not for the time the
Participant was  in the service in a
capacity as something other than as an “officer” of the Company. Effective on
the Restatement Effective Date, Vesting Service shall again be calculated
according to a Participant’s full service (in either an officer or non-officer
capacity).


 


4














 


 ARTICLE III


 


PARTICIPATION


 


Sec. 3.1          Eligibility
for Participation. 
A select management or highly compensated employee of the Company or
another Participating Employer shall become a Participant in the Plan upon
being designated as such by the Committee, effective as of the date specified
by the Committee and subject to any additional conditions or limitations
specified in a written action by the Committee.


 


Sec. 3.2          Cessation
of Participation. 
An employee shall cease to be a Participant on the earliest of (i) the
date he or she ceases to be an employee of an employer that is a Participating
Employer, (ii) the date the Committee revokes his or her status as a
Participant, or (iii) the date he or she fails to meet the requirements of
any regulations which may be issued by the U.S. Department of Labor that define
the phrase “select group of management or highly compensated employees” under
ERISA.  Service or earnings after the
date the individual ceases to be a Participant shall be disregarded for
purposes of this Plan, but the individual shall remain entitled to any benefits
under this Plan that have become vested prior to that date.


 


Sec. 3.3          No
Guarantee of Employment. 
Participation in the Plan does not constitute a guarantee or contract of
employment with the Participating Employers. 
Such participation shall in no way interfere with any rights the
Participating Employers would have in the absence of such participation to
determine the duration of the employee’s employment with the Participating
Employers.


 


ARTICLE IV


 


BENEFITS


 


Sec. 4.1          Amount
of Normal Retirement Benefit.  Subject to the provisions of
Sections 4.2 and 4.3 below, the Normal Retirement Benefit under this Plan
of a Participant who is vested under Sec. 4.3 shall be a monthly amount,
calculated in the form of a 240-month certain annuity with a 50% survivor
benefit feature, equal to the amount determined in subsection (a), less the
amounts determined in subsections (b), (c) and (d) (but shall not be
an amount less than zero):


 


(a)                      One-twelfth of
55% of the Participant’s Final Average Compensation multiplied by the
Participant’s Accrual Percentage.


 


(b)         The monthly basic pension
amount to which the Participant is entitled to receive under the Retirement
Plan in the form of a life-only annuity commencing on the first day of the
month following the later of (i) the Participant’s normal retirement age
under the Retirement Plan, or (ii) the date the Participant’s retirement
or other separation from service with the Participating Employers occurs.  This amount shall be determined without
regard to the actual benefit paid under the Retirement Plan (and shall not
include or take into account the Retirement Plan’s “Retirement Spending Account”,
“Social Security Supplement” or any other ancillary or supplemental benefit) or
the actual distribution time or optional form of  benefit elected.  If the Participant’s benefit is in the form
of the “Cash Balance” feature under the Retirement Plan, and the Participant
had elected to have all or part of the Participant’s “Retirement Program
Credits” contributed to the Xcel Energy Inc. 401(k) Savings Plan, or any
predecessor or successor to such plan, then the monthly pension determined
under this subsection (b) shall be increased to reflect


 


5

















 


the amount to which the
Participant would have been entitled under the Retirement Plan if such credits
had instead been allocated to the Retirement Plan.


 


(c)          The monthly basic
pension amount to which the Participant is entitled to receive under the Xcel
Energy Inc. Nonqualified Pension Plan, due to Compensation exceeding the limits
outlined by Internal Revenue Code (“IRC”) Section 401(a)(17), commencing
on the first day of the month following the later of (i) the Participant’s
normal retirement age under the Retirement Plan, or (ii) the date the
Participant’s retirement or other separation from service with the
Participating Employers occurs.  This
amount shall be determined without regard to the actual benefit paid under the
Retirement Plan or the actual distribution time or optional form of benefit
elected.


 


(d)         The monthly basic pension
amount to which the Participant is entitled to receive under the Xcel Energy
Excess Benefit Plan, due to benefits exceeding the limits outlined by IRC Section 415,
commencing on the first day of the month following the later of (i) the
Participant’s normal retirement age under the Retirement Plan, or (ii) the
date the Participant’s retirement or other separation from service with the
Participating Employers occurs.  This
amount shall be determined without regard to the actual benefit paid under the
Retirement Plan or Excess Benefit Plan or the actual distribution time or
optional form of benefit elected.


 


Sec. 4.2          Special
Provisions for PSCo and SPS SERP Participation.  For Participants who participated in the PSCo
SERP or the SPS SERP on the day before the Effective Date, the Normal
Retirement Benefit under Sec. 4.1 shall not be less than the Actuarial
Equivalent (expressed in the form payable under Sec. 4.1) the accrued benefit
determined under the PSCo SERP or the SPS SERP (whichever covered the
Participant on the Effective Date), determined by assuming that the Participant
separated from service on May 1, 2000. 
However, whether the Participant is vested in such benefit shall be
determined pursuant to Sec. 4.3 of this Plan as of the date the Participant’s
actual separation from service occurs.


 


Sec. 4.3          Vesting
of Benefit.  A
Participant’s Normal Retirement Benefit shall become vested upon the earlier
of:


 


(a)                      The
Participant’s completion of five (5) Years of Vesting Service.


 


(b)                     The
Participant’s attainment of age 60.


 


Notwithstanding the foregoing, the Participant shall
not be vested in any benefit under this Plan and the entire benefit shall be
forfeited if the Participant’s employment is terminated by his or her
Participating Employer because of the Participant’s fraud or dishonesty which
has resulted in, or is likely to result in, material economic damage to a
Participating Employer, as determined in good faith by the Committee.  The determination of the Committee with
respect to the Participant’s conduct shall be conclusive, whether or not there
are related judicial or other proceedings and without regard to the outcome of
any such proceeding.  A Participant who
is not vested under this Section on the date his or her retirement or
other separation from service occurs, shall not be eligible to receive any
benefit under this Plan.


 


6

















 


ARTICLE V


 


FORM OF PAYMENT AND
COMMENCEMENT DATE


 


Sec. 5.1          Normal
Form.  In the event
of the Participant’s retirement or other separation from service (except for
death or disability) with the Participating Employers and all Affiliates
therein on or after attaining age 62, payment of the Participant’s vested
Normal Retirement Benefit shall commence as of the first day of the seventh
month  following the date on which such
retirement or other separation from service occurs, and will be paid, except as
provided in Section 5.2, in a lump sum. This lump sum value will be the
Actuarial Equivalent of the 240-month certain annuity, with a 50% survivor
benefit as determined in Section 4.1. The Actuarial Equivalent lump sum
shall be based on the applicable interest and mortality rates in effect at
commencement of the benefit under this Plan.


 


Sec. 5.2          Optional
Forms. Effective January 1, 2009, no optional form
of benefit is available to the Participant.


 


Sec. 5.3          Reduction
for Early Retirement. 
In the event the Participant’s retirement or other separation from
service (except for death) from the Participating Employers and all Affiliates
therein occurs prior to his or her attainment of age 62, the Normal Retirement
Benefit will be paid commencing on the first day of the month following the
later of (i) the date the Participant attains age 55, or (ii) the six
month anniversary of the date the separation from service occurred.  The payments shall be paid in a lump
sum.  The amount of the Participant’s
Normal Retirement Benefit shall be reduced by five-twelfths of one percent for
each month by which the commencement date precedes the first day of the month
coinciding with or next following the date the Participant will attain age 62.


 


Sec. 5.4          Disability
Before Retirement. 
If, prior to separation from service while employed by a Participating
Employer, a Participant becomes totally and permanently disabled, as determined
by the Committee (or a delegate of the Committee), the Actuarial Equivalent of
the monthly vested Normal Retirement Benefit shall be paid in the form of a
lump sum  to the Participant beginning on
the first day of the month following the date of the Participant’s disability ,
without any reduction for early commencement of the payments,..  For purposes of this Section, “disabled” or “disability”
means, (i) a Participant’s inability to engage in  any substantial gainful activity, by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of not less than
twelve months, or (ii)  the Participant has been receiving short-term
disability benefits from the Company for at least three months, as a result of
any medically determinable physical or mental impairment that is expected to
result in death or continue for at least twelve months..


 


Sec. 5.5          Death
Prior to Termination of Employment.  If,
prior to separation from service, a vested Participant dies while employed by a
Participating Employer, the Participant’s Beneficiary shall receive, beginning
within a reasonable period of time following the Participant’s death (but not
later than the later of the end of the calendar year in which death occurs or
the 15th day of the third month following death, but
provided, that the Beneficiary is not directly or indirectly permitted to
designate the year of payment), an amount 
equal to the Actuarial Equivalent of 50% of the Participant’s Normal
Retirement Benefit shall be payable as a lump sum .


 


7

















 


Sec. 5.6          Death
After Termination of Employment.  If
a vested Participant dies after separation from service with the Participating
Employers, ( prior to benefit commencement), 
payments (if any are due)  shall
be paid to the Participant’s Beneficiary in a lump sum form no later than the
15th day of the third month following the
Participant’s death.


 


Sec. 5.7          Benefit
Upon Change In Control. 
If a Participant’s retirement or other separation from service with the
Participating Employers and all of its Affiliates occurs within 24 months after
a Change In Control, notwithstanding any provision of this Plan to the
contrary, the Participant’s entire benefit hereunder shall be paid on the first
day of the month following the sixth month anniversary of the separation from service
in a single lump sum that is the Actuarial Equivalent of the benefit to which
the Participant was otherwise entitled.


 


ARTICLE VI


 


ADMINISTRATION


 


Sec. 6.1  Administration by the Committee. 
The Committee shall administer the Plan, establish, adopt, or revise
such rules and provisions as it may deem necessary or advisable for the
administration of the Plan.  The
Committee shall have full and absolute discretionary authority to interpret the
Plan and interpret and resolve all factual situations, and the interpretations
of the Committee shall be conclusive. The Committee has delegated the
day-to-day administrative duties to the Total Compensation Group of the
Company.


 


(a)           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:


 


(1)                                 the
specific reasons for the denial;


 


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


 


(3)                                 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


 


(4)                                 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.


 


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(b)           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, 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:


 


(1)                                 the
specific reasons for the denial;


 


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


 


(3)                                 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


 


(4)                                 a
statement of the claimant’s right to bring an action under ERISA section
502(a). No civil action may be brought against the Company, a Participating
Employer and/or the Plan later than twelve months from the Participant’s
receipt of the final claim denial letter on appeal.


 


(c)           General Rules


 


(1)                                 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.


 


(2)                                 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 6.1 to the Committee shall be
treated as references to the Committee’s delegate.


 


(3)                                 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.


 


(4)                                 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.


 


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(5)                                 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 decision or notice is not received by a
claimant within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.


 


(6)                                 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.


 


Sec. 6.2          Withholding
of Taxes.  The
benefits payable under this Plan shall be subject to the deduction of any
federal, state, or local income taxes, FICA, FUTA or other taxes that are
required to be withheld from such payments by applicable laws and regulations.


 


Sec. 6.3          Unfunded
and Unsecured Plan. 
The Plan is an unfunded and unsecured nonqualified plan for federal
income tax, ERISA and Department of Labor purposes.  No Participant or Beneficiary shall have any
interest whatsoever in any specific asset of the Company or Participating
Employers.  To the extent that any
Participant or Beneficiary acquires a right to receive payments under this
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Participating Employers.


 


ARTICLE VII


 


AMENDMENT AND TERMINATION


 


Sec. 7.1          Amendment.  The Committee may amend the Plan at any time
(including retroactively) in whole or in part for any reason.  No amendment shall decrease the vested
benefits that have accrued under the Plan prior to the date of such amendment
based on earnings and service prior to such date, but the amendment may
decrease or eliminate future accruals


 


Sec. 7.2          Termination
of Plan.  The
Committee may terminate the Plan at any time. 
After such termination, no employee shall become a Participant, no
further benefits shall accrue under the Plan, and each Participant shall become
100% vested in the benefit accrued prior to the date of termination.  All benefits accrued prior to termination of
the Plan must be distributed to Participants (or Beneficiaries in the event of
death) in a manner consistent with the Participant’s regular distribution
election and the terms of the Plan in effect prior to the date of Plan
termination, or in any event in a manner consistent with Section 409A of
the Code.


 


10

















 


ARTICLE VIII


 


MISCELLANEOUS


 


Sec. 8.1          Designation
of Beneficiary. 
Each Participant under the Plan may name any Beneficiary or
Beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan otherwise due to the Participant may be paid in case of
the Participant’s death before receiving any or all of such benefit.  Any subsequent designation shall revoke all
prior designations by the same Participant. 
If the Participant does not designate a beneficiary, or if none of those
designated are alive or existing at the time the Beneficiary is identified as
being eligible to receive a benefit under the Plan, or if the person receiving
benefits as the beneficiary hereunder dies with no contingent beneficiary
designated, the Beneficiary shall be the Participant’s estate.


 


Sec. 8.2          Benefits
May Not Be Assigned or Alienated.  Neither a Participant nor any Beneficiary
shall have the right to sell, assign, transfer, encumber or otherwise convey
any right to receive any payment hereunder. 
No part of the amounts payable hereunder shall be subject to seizure or
sequestration for the payment of any debts or judgments owed by a Participant
or any other person. Notwithstanding the foregoing, this section shall not
prevent the Company from complying with a domestic relations order that the
Company determines to be enforceable against the Plan.


 


Sec. 8.3          Headings.  Headings at the beginning of articles and
sections hereof are for convenience of reference, shall not be considered a
part of the text of the Plan, and shall not influence its construction.


 


Sec. 8.4          Capitalized
Definitions.  Capitalized
terms used in the Plan shall have their meaning as defined in the Plan unless
the context clearly indicates to the contrary.


 


Sec. 8.5          Gender.  Any references to the masculine gender
include the feminine and vice versa.


 


Sec. 8.6          Use
of Compounds of Word “Here”.  Use of the words “hereof”, “herein”, “hereunder”,
or similar compounds of the word “here” shall mean and refer to the entire Plan
unless the context clearly indicates to the contrary.


 


Sec. 8.7          Construed
as a Whole.  The
provisions of the Plan shall be construed as a whole in such manner as to carry
out the provisions hereof and shall not be construed separately without
relation to the context.


 


Sec. 8.8          Payment
Obligations of Participating Employers. It is a condition of the
Plan, and each Participant expressly agrees, that payment of distributions from
this Plan shall be made only by the Participating Employer which last employed
the Participant before payments commence, provided, however, that  each other employer shall reimburse the paying
employer for  the period (if any) that
the Participant was employed by such other employer, in a manner as determined
by the Company.


 


11

















 


IN WITNESS WHEREOF, the Company
has caused this Plan to be executed by its duly authorized officer this
                  
day of
                              ,
2008.


 


 


	
   

  	
  XCEL
  ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its Chief
  Executive Officer

  



 


12

















 


XCEL ENERGY INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


EXHIBIT A


PARTICIPATING EMPLOYERS


 


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