XCEL ENERGY INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Table of Contents

i

2

XCEL ENERGY INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

GENERAL

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

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

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

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

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

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

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

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

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

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

ARTICLE II

DEFINITIONS

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

2

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

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

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

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

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

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

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

Sec. 2.16       Year of Vesting Service .   “Year of Vesting Service” means, except as hereinafter provided, a Plan Year in which an individual is a Participant in this Plan for all or a portion of the Plan Year, measured in years and completed months as a Participant (with each completed month expressed as one-twelfth of a year).  In calculating Years of Vesting Service, an individual who becomes a Participant as of the Effective Date shall receive retroactive credit for all years of participation credited to the Participant for purposes of vesting under the PSCo SERP or the SPS SER