Exhibit 10.01


 


XCEL ENERGY INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


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

2005)


 





















 


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

  	
  1

  
	
  Sec. 1.4

  	
  Company

  	
  1

  
	
  Sec. 1.5

  	
  Participating Employers

  	
  1

  
	
  Sec. 1.6

  	
  Construction and Applicable Law

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 2.1

  	
  Accrual Percentage

  	
  2

  
	
  Sec. 2.2

  	
  Actuarial Equivalent

  	
  2

  
	
  Sec. 2.3

  	
  Beneficiary

  	
  2

  
	
  Sec. 2.4

  	
  Board

  	
  2

  
	
  Sec. 2.5

  	
  Change In Control

  	
  2

  
	
  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

  	
  4

  
	
  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

  	
  5

  
	
  Sec. 4.3

  	
  Vesting of Benefit

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF
  PAYMENT AND COMMENCEMENT DATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 5.1

  	
  Normal Form

  	
  6

  
	
  Sec. 5.2

  	
  Reduction for Early Retirement

  	
  6

  
	
  Sec. 5.3

  	
  Optional Forms

  	
  6

  
	
  Sec. 5.4

  	
  Commencement Date

  	
  7

  
	
  Sec. 5.5

  	
  Disability Before Retirement

  	
  7

  
	
  Sec. 5.6

  	
  Death Prior to Termination of Employment

  	
  7

  
	
  Sec. 5.7

  	
  Death After Termination of Employment

  	
  7

  



 


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  Sec. 5.8

  	
  Benefit Upon Change In Control

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 6.1

  	
  Administration by the Committee

  	
  8

  
	
  Sec. 6.2

  	
  Withholding of Taxes

  	
  8

  
	
  Sec. 6.3

  	
  Unfunded and Unsecured Plan

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  AMENDMENT
  AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 7.1

  	
  Amendment

  	
  8

  
	
  Sec. 7.2

  	
  Termination of Plan

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Sec. 8.1

  	
  Designation of Beneficiary

  	
  9

  
	
  Sec. 8.2

  	
  Benefits May Not Be Assigned or Alienated

  	
  9

  
	
  Sec. 8.3

  	
  Headings

  	
  9

  
	
  Sec. 8.4

  	
  Capitalized Definitions

  	
  9

  
	
  Sec. 8.5

  	
  Gender

  	
  9

  
	
  Sec. 8.6

  	
  Use of Compounds of Word “Here”

  	
  9

  
	
  Sec. 8.7

  	
  Construed as a Whole

  	
  9

  



 


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XCEL ENERGY INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


EXHIBIT A


PARTICIPATING EMPLOYERS


 


 


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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.


 


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.


 


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. 
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.


 


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.


 


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(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 Prop. Treas. Reg. Section 1.409A-2(g)(5), or any
corresponding provisions of final regulations as adopted.


 


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 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).


 


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.


 


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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).


 


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 


 


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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), (d) and
(e)(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 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.


 


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(e)                                  The
Actuarial Equivalent monthly benefit of the amount determined under Section 9(E) of
the NSP Deferred Compensation Plan (Restated and Amended Through January 1,
1992) (the “grandfathered incentive plan”), or any successor plan, 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 grandfathered incentive 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.


 


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. Payment as an Actuarial Equivalent optional form of benefit to
the lump sum payable under Section 5.1 may be elected by the Participant.


 


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Post-2004.                                           An
optional form of distribution payable on or after January 1, 2005 must
have been elected by the Participant at or prior to the time the Participant
became a Participant under the Plan (or, if later, January 1, 2005, and is
irrevocable). An Actuarial Equivalent life-only annuity and a joint and 50%
survivor annuity are the optional benefit forms available. For this purpose, a
joint and 50% survivor annuity shall mean an annuity payable for the lifetime
of the Participant and continuing thereafter for the lifetime of a contingent
annuitant named by the Participant, if surviving at the Participant’s death, in
a monthly amount equal to 50% of the amount that had been payable to the
Participant. Should the contingent annuitant die before payments to the
Participant have commenced, no alternative contingent annuitant can be named.


 


Sec. 5.3                   Reduction
for Early Retirement.  In the
event the Participant’s retirement or other separation from service (except for
death or disability) 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 according to the
form of distribution elected by the Participant, as provided in Section 5.2,
or if no election is made, 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, 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 life-only annuity 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, and
shall continue for the life of such disabled Participant..  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
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), a monthly payment equal to the Actuarial
Equivalent of 50% of the Participant’s Normal Retirement Benefit shall be
payable as a life-only annuity for the life of the Beneficiary.


 


Sec. 5.6                   Death
After Termination of Employment.  If
a vested Participant dies after leaving the employ of the Participating
Employers, (either prior to benefit commencement or after benefits have
commenced), the Participant’s Beneficiary shall receive payments (if any are
due) determined 


 


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according to a
Participant’s benefit distribution form in which the Participant’s benefit was
being or were to be paid, as the case may be. If payments had not begun to the
Participant at the time of death, payments to the Beneficiary shall commence as
soon as administratively feasible after 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), except that if payment was to be made
to the Participant in a lump sum and the Participant dies prior to the payment,
the lump sum payment shall be paid to the Participant’s Beneficiary.


 


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 within 30
days 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.


 


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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.


 


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IN
WITNESS WHEREOF, the Company has caused this Plan to be
executed by its duly authorized officer this 14th day of December,
2005.


 


 


	
   

  	
  XCEL
  ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/
  Richard C. Kelly

  	
   

  
	
   

  	
   

  	
  Its Chief
  Executive Officer

  



 


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