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EXHIBIT 10.10



XCEL ENERGY SENIOR EXECUTIVE SEVERANCE AND

CHANGE-IN-CONTROL POLICY



Introduction



The Xcel Energy Senior Executive Severance Policy expired August 18, 2003.
Effective as of such date, all rights and entitlements of participants under
such policy ceased.



ARTICLE I

ESTABLISHMENT OF POLICY


          The Corporation hereby establishes, effective as of October 22, 2003, a
separation compensation policy known as the Xcel Energy Senior Executive
Severance and Change-in-Control Policy.


ARTICLE II

DEFINITIONS


          As used herein the following words and phrases shall have the following
respective meanings unless the context clearly indicates otherwise. (In
addition, certain terms used in Section 4.5 of this Policy are defined in
Section 4.5.)


     (a) Annual Salary. The Participant’s regular annual rate of base salary
payable by the Participant’s Employer, including base salary converted to other
benefits under a flexible pay arrangement maintained by the Corporation or a
Subsidiary or deferred pursuant to a written plan or agreement with the
Corporation or a Subsidiary, but excluding overtime pay, allowances, premium
pay, compensation paid or payable under any Corporation or Subsidiary long-term
or short-term incentive plan or any similar payment.


     (b) Board. The Board of Directors of the Corporation.


     (c) Change-in-Control. Is the occurrence on or after the Effective Date
of any of the events described in subsections (i) through (iv), below:


     (i) An acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%)
or more of either (1) the then outstanding shares of common
stock of the Corporation (the “Outstanding Corporation Common
Stock”), or (2) the combined voting power of the then
outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); excluding, however, the
following: (A) any acquisition directly from the Corporation,
other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted
was itself acquired directly from the



 







 


Corporation, (B) any acquisition by the Corporation, (C)
any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation, or (D) any
acquisition by any corporation pursuant to a transaction
which complies with clauses (1), (2) and (3) of subsection
(iii) of this definition; or



     (ii) A change in the composition of the Board such that
the individuals who, as of the Effective Date, constitute the
Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual who becomes a member of the
Board subsequent to the Effective Date whose election, or
nomination for election by the Corporation’s shareholders,
was approved by a vote of at least a majority of those
individuals then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board shall not be so
considered as a member of the Incumbent Board; or



     (iii) The approval by the shareholders of the
Corporation of a reorganization, merger, consolidation, share
exchange or sale or other disposition of all or substantially
all of the assets of the Corporation (“Corporate
Transaction”) or, if consummation of such Corporate
Transaction is subject, at the time of such approval by
shareholders, to the consent of any government or
governmental agency, the obtaining of such consent (either
explicitly or implicitly by consummation); excluding,
however, such a Corporate Transaction pursuant to which (1)
all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than
sixty percent (60%) of, respectively, the outstanding shares
of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all or
substantially all of the Corporation’s assets either directly
or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities,
as the case may be, (2) no Person (other than the
Corporation, any employee benefit plan (or related trust) of
the Corporation or such corporation resulting from such
Corporate Transaction) will beneficially own, directly or
indirectly, twenty



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percent (20%) or more of, respectively, the outstanding
shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the
outstanding voting securities of such corporation entitled to
vote generally in the election of directors except to the
extent that such ownership existed prior to the Corporate
Transaction and (3) individuals who were members of the board
of directors of the Incumbent Board will constitute at least
a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction; or



     (iv) The approval by the shareholders of the Corporation
of a complete liquidation or dissolution of the Corporation.



     (d) Change-in-Control Multiple. For each Participant the number set forth
opposite the Participant’s name in the column titled Change-in-Control Multiple
on the Schedule I hereto.


     (e) Code. The Internal Revenue Code of 1986, as amended from time to
time.


     (f) Committee. The Governance, Compensation and Nominating Committee of
the Board or any successor to such committee.


     (g) Corporation. Xcel Energy Inc. and any successor thereto.


     (h) Date of Termination. The date on which a Participant ceases to be an
Employee.


     (i) Effective Date. The effective date of this Policy, or October 22,
2003.


     (j) Employee. Any full-time, regular-benefit, non-bargaining employee of
an Employer. The term shall exclude all individuals employed as independent
contractors, temporary employees, other benefit employees, non-benefit
employees or leased employees, even if it is subsequently determined that such
classification is incorrect.


     (k) Employer. The Corporation or a Subsidiary which has adopted the
Policy pursuant to Article V hereof. Notwithstanding the provisions of Article
V, however, if an Employee is transferred to a Subsidiary that is not otherwise
an Employer, such Subsidiary shall be deemed, effective as of the effective
time of such transfer, an Employer with respect to the Participant for all
purposes of this Policy even though it has not otherwise adopted the Policy
pursuant to Article V.


     (l) Participant. An Employee who is designated as such pursuant to
Section 3.1.


     (m) Policy. The Xcel Energy Senior Executive Severance and
Change-in-Control Policy, as it may, from time to time, be amended.


     (n) Release Agreement. An agreement substantially in the form set forth
in Exhibit A to this Policy, with such amendments as the Committee may
determine to be necessary in order for such agreement to constitute a valid
release by the Participant in question of all claims described therein.


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     (o) Separation Benefits. The payments and benefits described in Section
4.3 or Section 4.4, whichever applies, that are provided to qualifying
Participants under the Policy.


     (p) Separation Period. The period beginning on a Participant’s Date of
Termination and ending upon expiration of the number of consecutive 12-month
periods computed with reference to such Date of Termination and anniversaries
thereof that are equal to the Participant’s Severance Multiple.


     (q) Severance Multiple. For each Participant the number set forth opposite
the Participant’s name in the column titled Severance Multiple on the Schedule
I hereto.


     (r) Subsidiary. Any corporation or other entity in which the Corporation,
directly or indirectly, holds a majority of the voting power of such
corporation’s or entity’s outstanding shares of capital stock or ownership
interests. An “affiliate” for purposes of this Policy means with respect to the
Corporation or any other entity, an entity that directly, or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, the Corporation or such other entity.


     (s) Target Annual Incentive. The Annual Incentive Award under the Xcel
Energy Inc. Executive Annual Incentive Award Plan or successor thereto that the
Participant would have earned for the year in which his or her Date of
Termination occurs, if the target goals for such year had been achieved.


ARTICLE III

ELIGIBILITY


3.1 Participation. Each of the Employees named on Schedule I hereto shall be a
Participant in the Policy as of the Effective Date. Schedule I may be amended
by the Board or by the Committee from time to time to add Employees as
Participants.



3.2 Duration of Participation. A Participant shall only cease to be a
Participant in the Policy as a result of an amendment or termination of the
Policy complying with Article VII of the Policy, or when he or she ceases to be
an Employee, unless, at the time he or she ceases to be an Employee, such
Participant is entitled to payment of Separation Benefits as provided in the
Policy or there has been an event or occurrence described in Section 4.2(b)
which would enable the Participant to terminate employment and receive
Separation Benefits. A Participant entitled to payment of Separation Benefits
or any other amounts under the Policy shall remain a Participant in the Policy
until the full amount of the Separation Benefits and any other amounts payable
under the Policy have been paid to the Participant.



ARTICLE IV

SEPARATION BENEFITS


4.1 Right to Separation Benefit. A Participant shall be entitled to receive
Separation Benefits in accordance with Section 4.3 or Section 4.4, whichever
applies, if the Participant ceases to be an Employee for any reason specified
in Section 4.2(a) or Section 4.2(b).



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4.2 Termination of Employment.


     (a) Other than Change-in-Control. Except as set forth in subsection (c)
below, a Participant shall be entitled to Separation Benefits if, at any time,
other than during the period beginning on the effective date of the occurrence
of a Change-in-Control and ending on the day before the second anniversary
thereof, the Participant ceases to be an Employee by action of the Employer or
any of its affiliates (excluding any transfer to another Employer or a
Subsidiary);


     (b) Change-in-Control. Except as set forth in subsection (c) below, a
Participant shall be entitled to Separation Benefits if at any time beginning
on the effective date of the occurrence of a Change in Control and ending on
the day before the second anniversary thereof:


     (i) the Participant ceases to be an Employee by action of the
Employer or any of its affiliates (excluding any transfer to
another Employer or a Subsidiary);



     (ii) the Participant’s Annual Salary is reduced below the
higher of (x) the amount in effect immediately prior to the
effective date of the occurrence of the Change-in-Control and (y)
the highest amount in effect at any time thereafter, and the
Participant ceases to be an Employee by his or her own action
within 130 days after the occurrence of such reduction;



     (iii) the Participant’s authorities, functions, powers, duties
or responsibilities are materially and adversely diminished in
comparison to the authorities, functions, powers, duties and
responsibilities enjoyed by the Participant immediately prior to
the effective date of the occurrence of the Change-in-Control, and
the Participant ceases to be an Employee by his or her own action
within 130 days after the occurrence after such reduction;



     (iv) the program of incentive compensation and retirement and
welfare benefits offered to the Participant (determined in the
aggregate) is materially and adversely diminished in comparison to
the program of such benefits enjoyed by the Participant immediately
prior to the effective date of the occurrence of the
Change-in-Control, and the Participant ceases to be an Employee by
his or her own action within 130 days after the occurrence after
such reduction; or



     (v) an Employer or any affiliate of an Employer sells or
otherwise distributes or disposes of the subsidiary, branch or
other business unit in which the Participant was employed before
such sale, distribution or disposition and the conditions described
in subsection (b)(i), (ii), (iii) or (iv) of this Section 4.2 are
not met, and, notwithstanding, the Participant ceases to be an
Employee by his or her own action within 130 days after such sale,
distribution or disposition.



     With respect to a termination by the Participant pursuant to clause
(ii), (iii), (iv), or (v) of this Section 4.2(b), such termination
shall be effective for purposes of this Section 4.2(b), if and only
if the Participant has given written notice to his or her Employer
of his or her intent to terminate for such reason (stating the
event(s) relied upon for such termination and the provisions of
this Section 4.2(b) relied upon) within 90 days of the date on
which the event(s) first occurred, and the



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Employer or an affiliate of the Employer, as the case may be, has
failed to remedy such event within the 30 day period following
receipt of such notice.



     (c) Terminations Which Do Not Give Rise to Separation Benefits Under This
Policy. If a Participant ceases to be an Employee because the Participant’s
employment is terminated for Cause, or by death, disability, or retirement, or
due to a qualified sale of business (as those terms are defined below), or
voluntarily by the Participant unless, if a Change-in-Control has occurred, the
termination meets the requirements of subsection (b)(ii), (iii), (iv) or (v)
of this Section 4.2, the Participant shall not be entitled to Separation
Benefits under the Policy.


     (i) A termination by disability shall have occurred where a
Participant is terminated because of an illness or injury and the
Participant has become eligible to receive long-term disability
benefits under the Corporation’s or a Subsidiary’s long-term
disability plan, as it exists at the time of termination of
employment.



     (ii) A termination by retirement shall have occurred where a
Participant’s termination is due to his voluntary late, normal or
early retirement under a defined benefit pension plan sponsored by
his Employer or its affiliates, as “late”, “normal” or “early”
retirement may be defined in such plan.



     (iii) A termination for Cause shall have occurred where a
Participant is terminated because of:



     (A) the willful and continued failure of the Participant
to perform substantially the Participant’s duties with the
Corporation or one of its Subsidiaries (other than any such
failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance
is delivered to the Participant by the Board which
specifically identifies the manner in which the Board
believes that the Participant has not substantially performed
the Participant’s duties, or



     (B) the willful engaging by the Participant in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Corporation, Subsidiaries or
one of its affiliates.



For purposes of this provision, no act or failure to act, on
the part of the Participant, shall be considered “willful”
unless it is done, or omitted to be done, by the Participant
in bad faith or without reasonable belief that the
Participant’s action or omission was in the best interests of
the Corporation, Subsidiaries or its affiliates, as the case
may be. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board, or
upon the advice of counsel for the Corporation, shall be
conclusively presumed to be done, or omitted to be done, by
the Participant in good faith and in the best interests of
the Corporation, Subsidiaries or its affiliates.



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     (iv) A termination due to a qualified sale of business shall
have occurred where an Employer or an affiliate of an Employer has
sold, distributed or otherwise disposed of the subsidiary, branch
or other business unit in which the Participant was employed
immediately before such sale, distribution or disposition and the
Participant has been offered employment with the purchaser of such
subsidiary, branch or other business unit or the corporation or
other entity which is the owner thereof on substantially the same
terms and conditions under which he or she worked for the Employer
or Subsidiary (including, without limitation, duties and
responsibilities, and the aggregate of the Participant’s base
salary and program of benefits). Such terms and conditions shall
include, without limitation, a legally binding agreement or plan
covering such Participant, providing that upon a termination of
employment with the subsidiary, branch or business unit (or the
corporation or other entity which is the owner thereof) or any
successor thereto of the kind described in Article VI of this
Policy, that would have entitled the Participant to Separation
Benefits by reason of Section 4.2(a) of this Policy had the
Participant still been a Participant herein, at any time before the
third anniversary of the date of the sale, distribution or
disposition, the Participant’s employer or any successor will pay
to such former Participant an amount equal to the Separation
Benefits under Section 4.3 of this Policy that such former
Participant would have received under the Policy had he or she been
a Participant at the time of such termination and been entitled to
Separation Benefits thereunder. For purposes of this subsection,
the new employer plan or agreement must treat service with any
Employer (irrespective of whether the Employer was an affiliate of
the Corporation or the Employee was a Participant at the time of
such service) and the new employer as continuous service for
purposes of calculating separation benefits.



4.3 Separation Benefits (non Change-in-Control).


     (a) If a Participant’s ceases to be an Employee in circumstances entitling
him to Separation Benefits as provided in Section 4.2(a), and the Participant
executes and does not revoke a Release Agreement, the Participant’s Employer
shall pay such Participant, within fifteen days of the Date of Termination, or
if later, upon the date such Release Agreement becomes irrevocable, a cash lump
sum as set forth in subsection (b) below and the continued benefits set forth
in subsection (c) of Section 4.3, below, subject to Section 4.6 below.


     (b) The cash lump sum referred to in Section 4.3(a) shall equal the
aggregate of the following amounts:


     (i) the sum of (1) the Participant’s Annual Salary through the
Date of Termination to the extent not theretofore paid, (2) the
product of (x) the Target Annual Incentive and (y) a fraction, the
numerator of which is the number of days in such year through the
Date of Termination, and the denominator of which is 365, and (3)
any compensation previously deferred by the Participant (together
with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not theretofore paid and
in full satisfaction of the rights of the Participant thereto;



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     (ii) an amount equal to the product of (1) the Participant’s
Severance Multiple and (2) the sum of (x) the Participant’s Annual
Salary as in effect immediately prior to his or her Date of
Termination, and (y) the Target Annual Incentive;



     (iii) an amount equal to the excess, if any, of (a) the
actuarial equivalent present value of the aggregate benefits under
the Corporation’s or a Subsidiary’s qualified defined benefit
retirement plan (the “Retirement Plan”) and any excess or
supplemental retirement plans in which the Participant participates
and/or other supplemental retirement benefits to which the
Participant may be entitled under any contract or agreement
(together, the “SERP”) which the Participant would receive if his
or her employment continued during the Separation Period, assuming
that the Participant’s compensation during the Separation Period
would have been equal to his or her compensation as in effect
immediately before the Date of Termination or, if higher, on the
Effective Date, over (b) the actuarial equivalent present value of
the Participant’s actual benefit (paid or payable), if any, under
the Retirement Plan and the SERP to which this Participant is
entitled, determined as of the Date of Termination. The actuarial
assumptions used for purposes of determining actuarial equivalence
shall be no less favorable to the Participant than the most
favorable of those in effect under the Retirement Plan and the SERP
on the Date of Termination and the Effective Date; and



     (iv) the sum of the additional contributions (other than
pre-tax salary deferral contributions by the Participant) that
would have been made or credited by the Employers to the
Participant’s accounts, whether or not the Participant was vested
therein, under each qualified defined contribution plan and
non-qualified supplemental executive savings plan, if any, that
covered the Participant on the day immediately proceeding the Date
of Termination determined by assuming that:



     (A) The Participant’s employment had continued for the
Separation Period and the Participant continued as an active
participant in such plans;



     (B) The Participant’s rate of compensation being
recognized by each plan immediately prior to the Date of
Termination had continued in effect during the Separation
Period;



     (C) In the case of matching contributions, the
Participant’s rate of pre-tax salary deferral contributions
in effect on the day immediately prior to the Date of
Termination had remained in effect throughout the Separation
Period; and



     (D) In the case of discretionary contributions by the
Employers, the Employers continued to make such contributions
during the Separation



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Period at the rate that applied to the most recent plan
year that ended prior to the Date of Termination.



     (c) The continued benefits referred to above shall be as follows:


     (i) During the Separation Period, the Participant and his
family shall be provided with medical, dental and life insurance
benefits as if the Participant’s employment as an Employee had not
terminated; provided, however, that if the Participant becomes
reemployed with another employer and is eligible to receive such
medical or other welfare benefits under another employer-provided
plan, the medical and other welfare benefits described herein shall
be secondary to those provided under such other plan during such
applicable period of eligibility; and for purposes of determining
eligibility (but not the time of commencement of benefits) of the
Participant for retiree medical, dental and life insurance benefits
under the Corporation’s or its Subsidiaries’ plans, practices,
programs and policies, the Participant shall be considered to have
remained employed during the Separation Period and to have retired
on the last day of such period;



     (ii) The Employer shall, at its sole expense as incurred,
provide the Participant with outplacement services the scope and
provider of which shall be selected by the Participant in his or
her sole discretion (but at a cost to the Employer of not more than
$30,000);



     (iii) The Employer shall continue to provide the Participant
with financial planning counseling benefits through the end of the
Separation Period on the same terms and conditions as were in
effect immediately before the Date of Termination; and



     (iv) The Employer will continue to provide the Executive with
his or her “flexible perquisite allowance” through the Separation
Period or, at the Employer’s option, to provide a cash lump sum
payment equal to the amount of such allowance.



To the extent any benefits described in this Section 4.3(c) cannot be provided
pursuant to the appropriate plan or program maintained for Employees, the
Employer shall provide such benefits outside such plan or program at no
additional cost (including without limitation tax cost) to the Participant.
Notwithstanding the foregoing, if a group insurance carrier refuses to provide
the coverage described in this Section 4.3(c) under its contract issued to the
Corporation or a Subsidiary, as the case may be, or if the Corporation
reasonably determines that the coverage required under this Section 4.3(c)
would cause a welfare plan sponsored by the Corporation or a Subsidiary to
violate any provision of the Code prohibiting discrimination in favor of highly
compensated employees or key employees, the Employer will use its best efforts
to obtain for the Participant an individual insurance policy providing
comparable coverage. However, if the Corporation determines in good faith that
comparable coverage cannot be obtained for less than two times the premium or
premium equivalent for such coverage under the applicable Corporation or
Subsidiary welfare plan or plans, the Employer’s sole obligation under this
Section 4.3(c) with respect to that coverage will be limited to paying the
Participant a monthly



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amount equal to two times the monthly premium or premium equivalent for that
coverage under the applicable Corporation or Subsidiary’s plans.



4.4 Separation Benefits (Change-in-Control). If a Participant’s ceases to be
an Employee in circumstances entitling him or her to Separation Benefits as
provided in Section 4.2(b), and the Participant executes and does not revoke a
Release Agreement, the Participant’s Employer shall pay such Participant,
within fifteen days of the Date of Termination, or if later, upon the date such
Release Agreement becomes irrevocable, a cash lump sum as set forth in
subsections (b)(i) through (b)(iv) of Section 4.3 above, together with
continued benefits as set forth in Section 4.3(c) above (subject to Section 4.6
below), provided however, that a Participant’s Change in Control Multiple shall
be substituted for his Severance Multiple in applying the provisions of said
subsections (including in determining the length of the Separation Period as
used therein). For purposes of determining the cash lump sum and continued
benefits set forth in subsection (b) and (c) of Section 4.3, if on or after the
occurrence of a Change-in-Control a reduction of the Participant’s Annual
Salary or benefits as described in subsection (b)(ii) or (iv) of Section 4.2
has occurred which would entitle the Participant to terminate employment and
receive Separation Benefits under this Section 4.4, such reduction shall be
ignored.



4.4A Other Benefits Payable. The cash lump sum and continuing benefits
described in Sections 4.3 or 4.4 above shall be payable in addition to, and not
in lieu of, all other accrued, vested and earned but deferred compensation,
rights, options or other benefits which may be owed to a Participant upon or
following termination, including but not limited to accrued vacation or sick
pay, amounts or benefits payable under any bonus or other compensation plans,
stock option plan, stock ownership plan, stock purchase plan, life insurance
plan, health plan, disability plan or similar or successor plan, except to the
extent paid as provided in Section 4.3(b)(i) or Section 4.4 (by incorporation
of Section 4.3(b)(i)) above or as provided in Section 4.6 below.



4.5 Certain Additional Payments or Reductions in Payments. Eligibility for the
Gross-Up Payment in Section 4.5(a) below is limited to those Participants who
have been designated as “Tier I Participants” listed on Schedule I herein.
Participants designated as “Tier II Participants” shall be entitled to receive
the full payment of such Separation Payments if the Parachute Value of all
Payments to which they are entitled exceeds 110% of the Safe Harbor Amount, but
will not receive a Gross-Up Payment described below. Those Tier II Participants
entitled to receive Payments the Parachute Value of which exceeds the Safe
Harbor Amount, but is equal to or less than 110% of the Safe Harbor Amount,
shall have their Separation Payments reduced (but not below zero) so that the
Parachute Value of all Payments to which they are entitled equals the Safe
Harbor Amount; provided, however, that the reduction shall be made in such a
manner as to maximize the Value of Payments actually made to the Participant.



     (a) Gross-Up or Reduction.


     (i) In the event it shall be determined that any Payment would
be subject to the Excise Tax, then except to the extent provided
below in this Section 4.5(a), the Participant shall be entitled to
receive an additional payment (a “Gross-Up Payment”) in an amount
such that after payment by the Participant of all taxes (including
any interest or penalties imposed with respect to such taxes),
including,



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without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.



     (ii) Notwithstanding Section 4.5(a)(i), if it shall be
determined that the Participant is entitled to a Gross-Up Payment
pursuant to Section 4.5(a)(i) (before application of Sections
4.5(a)(ii), (iii) and (iv)), but that the Parachute Value of the
Payments does not exceed 110% of the Safe Harbor Amount, then no
Gross-Up Payment shall be made to the Participant and the
Separation Payments, in the aggregate, shall be reduced (but not
below zero) such that the Parachute Value of all Payments equals
the Safe Harbor Amount, determined in such a manner as to maximize
the Value of all Payments actually made to the Participant.



     (iii) If it shall be determined that the Participant is
entitled to a Gross-Up Payment pursuant to Section 4.5(a)(i) and
the Payments are not reduced pursuant to Section 4.5(a)(ii), but
one or more of the Payments that is determined to be subject to the
Excise Tax consists of the accelerated vesting of a stock award
under the Xcel Energy Inc. Omnibus Incentive Plan or any successor
thereto, then the Gross-Up Payment shall be reduced by the portion
thereof that is allocable to such accelerated vesting. The
allocation of the Gross-Up Payment to the individual Payments shall
be made on a pro-rata basis using the methodology set forth in Q&A
38 of Treasury Regulations Section 1.280G-1 or any comparable
provision of any successor proposed or final regulations under
Sections 280G and 4999 of the Code.



     (iv) If it shall be determined that a Participant is entitled
to receive a Gross-Up Payment after application of Sections
4.5(a)(i), (ii) and (iii), then a determination shall be made
whether it is possible to reduce the Separation Payments (but not
below zero) such that the Net After-Tax Amount of all the Payments
(taking into account such reduction) exceeds the Net After-Tax
Amount of all the Payments (not taking into account such reduction)
plus the Gross-Up Payment. If such a reduction is possible, then
no Gross-Up Payment shall be made and the aggregate Separation
Payments shall be so reduced (but not below zero); provided, that
the reduction shall be made in such a manner as to maximize the
Value of all Payments actually made to the Participant.



     (b) Procedures.


     (i) All determinations required to be made under Section 4.5,
including whether and when a Gross-Up Payment or a reduction in
Separation Payments is required, the amount of such Gross-Up
Payment or reduction, and the assumptions to be utilized in
arriving at such determination, shall be made by a nationally
recognized public accounting firm or benefits consulting firm
selected by the Corporation (the “Accounting/Consulting Firm”),
which shall provide detailed supporting calculations both to the
Corporation and the Participant within 15 business days of the
receipt of notice from the Participant that there has been a



11







 


Payment, or such earlier time as is requested by the
Corporation; provided, that if the Accounting/Consulting Firm
determines that a Participant’s Separation Payments are required to
be reduced pursuant to this Section 4.5, including Section
4.5(a)(ii) or (iv), and there is a choice to be made as to which
Separation Payments shall be reduced consistent with maximizing the
Value of all Payments to the Participant, the Participant shall be
permitted to make such choice, and the Accounting/Consulting Firm
shall supply the Participant with all necessary information to make
an informed choice. All fees and expenses of the
Accounting/Consulting Firm shall be borne solely by the
Corporation. Any Gross-Up Payment, as determined pursuant to this
Section 4.5, shall be paid or caused to be paid by the Corporation
to the Participant within five days of the receipt of the
Accounting/Consulting Firm’s determination. Any determination by
the Accounting/Consulting Firm shall be binding upon the
Corporation and the Participant.



     (ii) As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination
by the Accounting/Consulting Firm hereunder, it is possible that
amounts will have been paid or distributed to or for the benefit of
a Participant pursuant to this Policy which should not have been so
paid or distributed (“Overpayment”) or that additional amounts
which will have not been paid or distributed to or for the benefit
of a Participant pursuant to this Policy could have been so paid or
distributed (“Underpayment”), in each case, consistent with the
requirements of this Section 4.5. In the event that the
Accounting/Consulting Firm, based upon the assertion of a
deficiency by the Internal Revenue Service against either an
Employer or the Participant which the Accounting/Consulting Firm
believes has a high probability of success determines that an
Overpayment has been made, any such Overpayment paid or distributed
to or for the benefit of a Participant shall be treated for all
purposes as a loan to the Participant which the Participant shall
repay to the Employer together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been
made and no amount shall be payable by a Participant if and to the
extent such deemed loan and payment would not either reduce the
amount on which the Participant is subject to tax under Section 1
and Section 4999 of the Code or generate a refund of such taxes or
would be a prohibited loan under Section 402 of the Sarbanes-Oxley
Act of 2002, as amended. In the event that the
Accounting/Consulting Firm, based upon controlling precedent or
substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid or caused to
be paid by the Corporation to or for the benefit of the Participant
together with interest at the applicable federal rate provided for
in Section 7872(f)(2) of the Code.



     (iii) The Participant shall notify the Corporation in writing
of any claim by the Internal Revenue Service that, if successful,
could require the payment of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later
than ten business days after the Participant is informed in writing
of such claim and shall apprise the Corporation of the nature of
such claim and the date



12







 


on which such claim is requested to be paid. The Participant
shall not pay such claim prior to the expiration of the 30-day
period following the date on which it gives such notice to the
Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Corporation notifies the Participant in writing prior to the
expiration of such period that it desires to contest such claim,
the Participant shall:



     (A) give the Corporation any information reasonably
requested by the Corporation relating to such claim,



     (B) take such action in connection with contesting such
claim as the Corporation shall reasonably request in writing
from time to time, including, without limitation, accepting
legal representation with respect to such claim by an
attorney reasonably selected by the Corporation,



     (C) cooperate with the Corporation in good faith in
order to contest such claim effectively, and



     (D) permit the Corporation to participate in any
proceedings relating to such claim;



provided, however, that the Corporation shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold the Participant harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties
with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.5(b), the Corporation shall
control all proceedings taken in connection with such contest and,
at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option,
either direct the Participant to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the
Participant agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the
Corporation shall determine; provided, however, that if the
Corporation directs the Participant to pay such claim and sue for a
refund, the Corporation shall advance the amount of such payment to
the Participant, on an interest-free basis and shall indemnify and
hold the Participant harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance, except
that the Corporation shall not direct the Participant to pay such
claim and sue for a refund if such advance would be a prohibited
loan under Section 402 of Sarbanes-Oxley Act of 2002, as amended;
and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of
the Participant with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.
Furthermore, the Corporation’s control of the contest shall be



13







 


limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Participant shall be entitled to settle
or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.



     (iv) If, after the receipt by the Participant of an amount
advanced by the Corporation pursuant to Section 4.5(b)(iii), the
Participant becomes entitled to receive any refund with respect to
such claim, the Participant shall (subject to the Corporation’s
complying with the requirements of Section 4.5(b)(iii)) promptly
pay to the Corporation the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).
If, after the receipt by the Participant of an amount advanced by
the Corporation pursuant to Section 4.5(b)(iii), a determination is
made that the Participant shall not be entitled to any refund with
respect to such claim and the Corporation does not notify the
Participant in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.



     (c) Definitions. The following terms shall have the following meanings
for purposes of this Section 4.5.


     (i) “Excise Tax” shall mean the aggregate of the excise taxes
imposed by Section 4999 of the Code or by similar state or local
law, together with any interest or penalties imposed with respect
to such excise taxes.



     (ii) The “Net After-Tax Amount” of a Payment shall mean the
Value of a Payment net of all taxes imposed on a Participant with
respect thereto under Sections 1 and 4999 of the Code and
applicable state and local law, determined by applying the highest
marginal rates that are expected to apply to the Participant’s
taxable income for the taxable year in which the Payment is made.



     (iii) “Parachute Value” of a Payment shall mean the present
value as of the date of the Change-in-Control or other applicable
date of the portion of such Payment that constitutes a “parachute
payment” under Section 280G(b)(2), or under any similar state or
local law, as determined by the Accounting/Consulting Firm for
purposes of determining whether and to what extent the Excise Tax
will apply to such Payment.



     (iv) A “Payment” shall mean any payment or distribution by the
Corporation or any affiliates in the nature of compensation to or
for the benefit of a Participant, whether paid or payable pursuant
to this Policy or otherwise, including, without limitation, the
lapse or termination of any restriction on or the vesting or
exercisability of any benefits or right thereto.



14







 


     (v) The “Safe Harbor Amount” means the maximum Parachute Value
of all Payments that a Participant can receive without any Payments
being subject to the Excise Tax.



     (vi) A “Separation Payment” shall mean a Payment paid or
payable pursuant to this Policy (disregarding this Section 4.5).



     (vii) “Value” of a Payment shall mean the economic present
value of a Payment as of the date of Change-in-Control or other
applicable date, as determined by the Accounting/Consulting Firm
using the discount rate required by Section 280G(d)(4) of the Code.



4.6 Conditions to Payment Obligations.


     (a) Except as provided in Section 4.6(b) below, the obligations of the
Corporation and the Employers to pay the Separation Benefits and the Gross-Up
Payment and other payments described in Section 4.5 shall be absolute and
unconditional and shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Corporation or any of its Subsidiaries may have against any
Participant.


     (b) Notwithstanding any other provision of this Policy or any other plan,
program, practice or policy of any Employer: (i) any cash Separation Benefits
that a Participant becomes entitled to receive under Section 4.3(b) or Section
4.4 of this Policy shall be reduced (but not below zero) by the aggregate
amount of cash severance, separation, or similar benefits that the Participant
may be entitled to receive under any other plan, program, policy, contract,
agreement or arrangement of any Employer or Subsidiary, except to the extent
the Participant waives his or her right thereto, and by the aggregate amount of
such cash benefits or pay in lieu of notice that the Participant may be
entitled to receive under applicable law; and (ii) any continued benefits that
a Participant becomes entitled to receive under Section 4.3(c) or Section 4.4
of this Policy shall be provided concurrently (not consecutively) with any such
benefits that such Participant may be entitled to receive under any other plan,
program, policy, contract, agreement or arrangement of any Employer or
Subsidiary or applicable law (including without limitation the health
continuation coverage required by Section 4980B of the Code and Section 601 et
seq. of the Employee Retirement Income Security Act of 1974, as amended). In
no event shall a Participant be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to a Participant under
any of the provisions of this Policy, nor shall the amount of any payment
hereunder be reduced by any compensation earned by a Participant as a result of
employment by another employer, except as specifically provided in Section
4.3(c)(i) or Section 4.4 (by incorporation of Section 4.3(c)(i)).


ARTICLE V

PARTICIPATING EMPLOYERS


     With the consent of the Board, this Policy may be adopted by any
Subsidiary of the Corporation. Upon such adoption, the Subsidiary shall become
an Employer hereunder and the provisions of the Policy shall be fully
applicable to the Employees of that Subsidiary who are Participants pursuant to
Section 3.1.


15







 


ARTICLE VI

SUCCESSOR TO CORPORATION


     This Policy shall bind any successor of the Corporation or other Employer,
its assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that the
Corporation or Employer would be obligated under this Policy if no succession
had taken place.


     In the case of any transaction in which a successor would not by the
foregoing provision or by operation of law be bound by this Policy, the
Corporation shall require such successor expressly and unconditionally to
assume and agree to perform the Corporation’s or Employer’s obligations under
this Policy, in the same manner and to the same extent that the Corporation or
Employer would be required to perform if no such succession had taken place.
The term “Corporation,” as used in this Policy, shall mean the Corporation as
hereinbefore defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Policy.


ARTICLE VII

DURATION, AMENDMENT AND TERMINATION


7.1 Amendment and Termination.


     (a) Subject to the provisions of Article VII, the Policy may be amended by
the Board at any time or from time to time and may be terminated by the Board
at any time. No amendment or termination, however, may adversely affect the
rights of any Participant without the Participant’s written consent if such
person (i) is then receiving Separation Benefits or other payments under the
Policy, (ii) upon termination of employment would become entitled to receive
Separation Benefits or other payments under the Policy on account of a prior
event or occurrence described in Section 4.2(b), or (iii) is entitled to
receive Separation Benefits or other payments under the Policy on account of a
prior termination of employment.


     (b) Notwithstanding the provisions of Section 7.1(a), during the period
commencing on October 22, 2003 and ending at the close of business on October
21, 2006 (the “Term”), the Policy may not be amended or terminated in any way,
whether or not a Change-in-Control has occurred, that would adversely affect
the rights of any person, without such person’s written consent; provided,
however, that on October 22, 2004 and on each October 22 thereafter, the Term
shall automatically be extended for an additional year unless, not later than
the immediately preceding July 22, the Corporation shall give notice to
Participants that it does not wish to have the Term extended; and provided
further, however, that if a Change-in-Control shall have occurred during the
Term, the Term shall expire no earlier than the second anniversary of the date
on which the Change-in-Control occurred.


     7.2 Duration. Notwithstanding Section 7.1, this Policy shall continue in full
force and effect and shall not terminate or expire until after all Participants
who become entitled to any payments hereunder shall have received such payments
in full and all payments and adjustments required to be made pursuant to
Section 4.5 have been made.


16







 


7.3 Form of Amendment. The form of any amendment of the Policy shall be a
written instrument signed by a duly authorized officer or officers of the
Corporation, certifying that the amendment has been approved by the Board.



ARTICLE VIII

MISCELLANEOUS


8.1 Employment Status. This Policy does not constitute a contract of
employment or impose on the Participant or the Participant’s Employer any
obligation to retain the Participant as an Employee, to change the status of
the Participant’s employment, or to change the Corporation’s policies or those
of its Subsidiaries regarding termination of employment.



8.2 Claim Procedure. If an Employee or former Employee makes a written request
alleging a right to receive benefits under this Policy or alleging a right to
receive an adjustment in benefits being paid under the Policy, the Corporation
shall treat it as a claim for benefit. All claims for benefit under the Policy
shall be sent to the Human Resources Department of the Corporation and must be
received within 30 days after termination of employment or, if earlier, within
30 days after the date as of which the alleged right to receive benefits
arises. If the Corporation determines that any individual who has claimed a
right to receive benefits, or different benefits, under the Policy is not
entitled to receive all or any part of the benefits claimed, it will inform the
claimant in writing of its determination and the reasons therefor in terms
calculated to be understood by the claimant. The notice will be sent within 90
days of the claim unless the Corporation determines additional time, not
exceeding 90 days, is needed. The notice shall make specific reference to the
pertinent Policy provisions on which the denial is based, and describe any
additional material or information is necessary. Such notice shall, in
addition, inform the claimant what procedure the claimant should follow to take
advantage of the review procedures set forth below in the event the claimant
desires to contest the denial of the claim, including a statement of the right
to bring a civil suit under Section 502(a) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). The claimant may within 60 days
thereafter submit in writing to the Corporation a notice that the claimant
contests the denial of his or her claim by the Corporation and desires a
further review. The notice may include comments, documents, records and other
information relating to the claim. The claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim for benefits. The review
will take into account all comments, documents, records and other information
submitted relating to the claim, without regard to whether such information was
submitted or considered in the initial determination. The Corporation will
render its final decision with specific reasons therefor in writing and will
transmit it to the claimant within 60 days of the written request for review,
unless the Corporation determines additional time, not exceeding 60 days, is
needed, and so notifies the Participant. In the case of an adverse benefit
determination, the decision shall set forth, in a manner calculated to be
understood by the claimant, the specific reasons for the adverse determination,
reference to the specific Policy provisions on which the determination is
based, 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 claim for benefits, and a statement of
the claimant’s right to bring an action under Section 502(a) of ERISA.



17







 


8.3 Validity and Severability. The invalidity or unenforceability of any
provision of the Policy shall not affect the validity or enforceability of any
other provision of the Policy, which shall remain in full force and effect, and
any prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.



8.4 Governing Law. The validity, interpretation, construction and performance
of the Policy shall in all respects be governed by the laws of Minnesota,
without reference to principles of conflict of law, except to the extent
pre-empted by federal law.



8.5 Withholding. The Corporation or other applicable Employer may withhold
from any and all amounts payable under this Policy all federal, state, local
and foreign taxes that may be required to be withheld by applicable laws or
regulations.



18







 



	 	 	 	 	 
	 	 	Xcel Energy Inc.
	 	 	 	 	 
	 	 	 	 	/S/ Wayne H. Brunetti
	 	 	 	 	

	 	 	
By:
	 	Wayne H. Brunetti

Chairman and CEO





19







 


SCHEDULE I

Participants




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Change-in-Control
	Employee Name	 	Tier	 	Severance Multiple	 	Multiple
	
	 	
	 	
	 	

	Fowke III, Benjamin
	 	 	I	 	 	 	2	 	 	 	3	 
	Gogel, Raymond
	 	 	I	 	 	 	2	 	 	 	3	 
	Hart, Cathy
	 	 	I	 	 	 	2	 	 	 	3	 
	Johnson, Gary
	 	 	I	 	 	 	2	 	 	 	3	 
	Kelly, Richard
	 	 	I	 	 	 	2	 	 	 	3	 
	Lesher, Cynthia
	 	 	I	 	 	 	2	 	 	 	3	 
	Ripka, David
	 	 	II	 	 	 	2	 	 	 	2	 
	Sparby, David
	 	 	II	 	 	 	2	 	 	 	2	 
	Vincent, Patricia
	 	 	I	 	 	 	2	 	 	 	3	 
	Wilks, David
	 	 	I	 	 	 	2	 	 	 	3	 













 


EXHIBIT A

FORM OF RELEASE AGREEMENT



          THIS AGREEMENT is entered into this           day of              , 20       by and
between Xcel Energy Inc. (the “Company”), a Minnesota corporation, and
                     (the “Participant”).


          WHEREAS, the Participant has become entitled to receive Separation
Benefits under the Xcel Energy Senior Executive Severance and
Change-in-Contract Policy (the “Policy”) on the condition that the Participant
enter into this Release Agreement; and


          NOW, THEREFORE, in consideration of the Covenant Consideration, the
Participant, intending to be legally bound, agrees as follows:


          1. Acknowledgment.


          (a) The Participant understands and agrees that, in addition to the
Participant’s below-described exposure to the Company’s Confidential
Information or Trade Secrets, the Participant may, in his capacity as an
employee, at times meet with the Company’s customers and suppliers, and that as
a consequence of using and associating with the Company’s name, goodwill, and
professional reputation, the Participant will be in a position to develop
personal and professional relationships with the Company’s past, current, and
prospective customers and suppliers. The Participant further acknowledges that
during the course and as a result of employment by the Company, the Participant
may be provided certain specialized training or know-how. The Participant
understands and agrees that this goodwill and reputation, as well as the
Participant’s knowledge of Confidential Information or Trade Secrets and
specialized training and know-how, could be used unfairly in competition
against the Company.


          (b) Accordingly, the Participant agrees that during the period of one year
after the Date of Termination (the “Covenant Period”), the Participant shall
not:


     (i) Cause or attempt to cause any existing or prospective
customer, client, or account, who then has a relationship with the
Company for current or prospective business, to divert, terminate,
limit or in any manner modify, or fail to enter into any actual or
potential business relationship with the Company; and the
Participant and the Company agree that this clause (i) is
reasonably enforced with reference to any geographic area
applicable to such relationships with the Company; and



     (ii) Directly or indirectly solicit, employ or conspire with
others to employ any of the Company’s employees; the term “employ”
for purposes of this clause (ii) meaning to enter into an
arrangement for services as a full-time or part-time employee,
independent contractor, consultant, agent or otherwise; and the
Participant and the Company agree that this clause (ii) is
reasonably enforced as to any geographic area.











 


          2. Return of Property. The Participant agrees that upon the Date of
Termination, the originals and all copies of any and all documents (including
computer data, diskettes, programs, or printouts) that contain any customer
information, financial information, product information, or other information
that in any way relates to the Company, its products or services, its clients,
its suppliers, or other aspects of its business that are in the Participant’s
possession shall be immediately returned to the Company. The Participant
further agrees to not retain any summary of such information.


          3. Confidential Information/Trade Secrets.


          (a) The Participant acknowledges that during the course and as a result of
his or her employment, the Participant may receive or otherwise have access to,
or contribute to the production of, Confidential Information or Trade Secrets.
“Confidential Information or Trade Secrets” means information that is
proprietary to or in the unique knowledge of the Company (including information
discovered or developed in whole or in part by the Participant); the Company’s
business methods and practices; or information that derives independent
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, and is the subject of efforts that
are reasonable under the circumstances to maintain its secrecy. It includes,
among other things, strategies, procedures, manuals, confidential reports,
lists of clients, customers, suppliers, past, current or possible future
products or services, and information concerning research, development,
accounting, marketing, selling or leases and the prices or charges paid by the
Company’s customers to the Company, or by the Company to its suppliers. The
Participant acknowledges his continuing agreement to abide by the terms of the
Company’s Code of Conduct.


          (b) The Participant further acknowledges and appreciates that any
Confidential Information or Trade Secret constitutes a valuable asset of the
Company and that the Company intends any such information to remain secret and
confidential. The Participant therefore specifically agrees that except to the
extent required by the Participant’s duties to the Company or as permitted by
the express written consent of the Board of Directors, the Participant shall
never, either during employment with the Company or at any time thereafter,
directly or indirectly use, discuss or disclose any Confidential Information or
Trade Secrets of the Company or otherwise use such information to his or her
own or a third party’s benefit.


          4. Consideration. The Participant and the Company agree that the above
provisions of this Agreement are reasonable and necessary for the protection of
the Company and its business. In exchange for the Participant’s agreement to
be bound by the terms of this Agreement, the Company has provided the
Participant the Separation Benefits under the Policy. The Participant accepts
and acknowledges the adequacy of such consideration for this Agreement.


          5. Remedies for Breach. The Participant acknowledges that a breach of the
above provisions of this Agreement will cause the Company irreparable harm that
would not be fully remedied by monetary damages. Accordingly, the Participant
agrees that the Company shall, in addition to the requirement to return the
Covenant Consideration to the Company and any relief afforded by law, be
entitled to injunctive relief. The Participant agrees that both
damages at law and injunctive relief shall be proper modes of relief and
are not to be considered alternative remedies.










 


          6. Release.


          (a) In consideration of the Separation Benefits, the Participant does
hereby fully and completely release and waive any and all claims, complaints,
causes of action or demands of whatever kind which the Participant has or may
have against the Company and its predecessors, successors, subsidiaries and
affiliates and all officers, employees and agents of those persons and
companies arising out of any actions, conduct, decisions, behavior or events
occurring to the date of his or her execution of this Release of which the
Participant is or has been made aware or has been reasonably put on notice.


          (b) The Participant understands and accepts that this release specifically
covers but is not limited to any and all claims, complaints, causes of action
or demands of whatever kind which the Participant has or may have against the
above-referenced released parties relating in any way to the terms, conditions
and circumstances of his or her employment to date, whether based on statutory,
regulatory or common law claims for employment discrimination, including but
not limited to race, color, religion, sex, age or reprisal discrimination,
arising under the Federal Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, the Americans with Disabilities Act, Executive Order
11246, the Age Discrimination in Employment Act, as amended, the Colorado Civil
Rights Act, Minnesota Human Rights Act, or any other administrative order,
federal or state statute or local ordinance, wrongful discharge, equal pay
claims, breach of contract, breach of any express or implied promise,
misrepresentation, fraud, reprisal, retaliation, breach of public policy,
infliction of emotional distress, defamation, promissory estoppel, invasion of
privacy, negligence, or any other theory, whether legal or equitable; except
that this release will not impair any existing rights the Participant may have
under any presently existing pension, retirement or employee benefit plan of
the Company.


          (c) By signing below, the Participant acknowledges that he or she fully
understands and accepts the terms of this release, and represents and agrees
that his or her signature is freely, voluntarily and knowingly given and that
he or she has been provided a full opportunity to review and reflect on the
terms of this release for at least 21days and to seek the advice of legal
counsel of his or her choice, which advice the Participant has been encouraged
to obtain.


          7. The Participant’s Acknowledgment of Review; Right to Revoke.


          (a) The Participant represents that the Participant has carefully read and
fully understands all provisions of this Agreement and that the Participant has
had a full opportunity to review this Agreement before signing and to have all
the terms of this Agreement explained to him or her by counsel.










 


          (b) This Agreement may be revoked by the Participant by written notice
given to



	 	Gary Johnson

Vice President and General Counsel

Xcel Energy Inc.

800 Nicollet Mall

Suite 3000

Minneapolis, MN 55402





within 15 business days after being signed by the Participant.


          8. General Provisions. The Participant and the Company acknowledge and
agree as follows:


          (a) This Agreement contains the entire understanding of the parties with
regard to all matters contained herein. There are no other agreements,
conditions, or representations, oral or written, express or implied, with
regard to such matters;


          (b) This Agreement may be amended or modified only by a writing signed by
both parties;


          (c) Waiver by either the Company or the Participant of a breach of any
provision, term or condition hereof shall not be deemed or construed as a
further or continuing waiver thereof or a waiver of any breach of any other
provision, term or condition of this Agreement;


          (d) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would have been required to
perform it if no such succession had taken place. As used in this Agreement,
“the Company” shall mean the Company and its affiliates or assigns and any such
successor that assumes and agrees to perform this Agreement, by operation of
law or otherwise. No assignment of this Agreement shall be made by the
Participant, and any purported assignment shall be null and void;


          (e) If any court finds any provision or part of this Agreement to be
unreasonable, in whole or in part, such provision shall be deemed and construed
to be reduced to the maximum duration, scope or subject matter allowable under
applicable law. Any invalidation of any provision or part of this Agreement
will not invalidate any other part of this Agreement;


          (f) This Agreement will be construed and enforced in accordance with the
laws and legal principles of the State of Minnesota. The Participant consents
to the jurisdiction of the Minnesota courts for the enforcement of this
Agreement; and










 


          (g) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.


THIS AGREEMENT IS INTENDED TO BE A LEGALLY BINDING DOCUMENT FULLY ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS. IF IN DOUBT, SEEK COMPETENT LEGAL ADVICE BEFORE
SIGNING.




	 	 	 	 	 	 	 
	
	 	

	(Participant)
	 	Date
	 	 	 	 	 	 	 
	XCEL ENERGY INC.	 	 	 	 
	 	 	 	 	 	 	 
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