NONQUALIFIED DEFERRED COMPENSATION PLAN

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XCEL ENERGY INC

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Title: NONQUALIFIED DEFERRED COMPENSATION PLAN
Governing Law: Minnesota Date: 3/15/2004
Industry: Electric Utilities Sector: Utilities

NONQUALIFIED DEFERRED COMPENSATION PLAN, Parties: xcel energy inc

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EXHIBIT 10.23

XCEL ENERGY INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

(2002 RESTATEMENT)

First Effective January 1, 2000, as restated effective January 1, 2002

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XCEL ENERGY NONQUALIFIED DEFERRED COMPENSATION PLAN

(2002 RESTATEMENT)

TABLE OF CONTENTS

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SECTION 1. INTRODUCTION...................................................... 1

1.1. Purpose

1.2. Definitions

1.2.1. Account

1.2.2. Affiliate

1.2.3. Annual Incentive Bonus

1.2.4. Annual Valuation Date

1.2.5. Base Salary

1.2.6. Beneficiary

1.2.7. Beneficiary Designation Form

1.2.8. Code

1.2.9. Committee

1.2.10. Distribution Election Form

1.2.11. Effective Date

1.2.12. Employer

1.2.13. Employer Discretionary Credit Subaccount

1.2.14. Employer Matching Credit Subaccount

1.2.15. Enrollment Form

1.2.16. Enrollment Period

1.2.17. Investment Election Form

1.2.18. Investment Fund

1.2.19. Participant

1.2.20. Plan

1.2.21. Plan Statement

1.2.22. Plan Year

1.2.23. Pre-Tax Deferrals

1.2.24. Pre-Tax Deferral Subaccount

1.2.25. Principal Sponsor

1.2.26. Qualified Savings Plan

1.2.27. Termination of Employment

1.2.28. Transfer Subaccount

1.2.29. Trust

1.2.30. Trust Fund

1.2.31. Trustee

1.2.32. Valuation Date

1.3. Rules of Interpretation

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SECTION 2. PARTICIPATION.............................................................. 6

2.1. Participation

2.2. Enrollment

2.3. Suspension of Pre-Tax Deferrals

2.4. Specific Exclusion

SECTION 3. CREDITS AND ADJUSTMENT OF ACCOUNTS......................................... 7

3.1. Credits

3.1.1. Employee Deferrals

3.1.1.1. Basic Base Salary Deferrals

3.1.1.2. 401(k) Make-Up Deferrals

3.1.1.3. Annual Incentive Bonus Deferrals

3.1.2. Employer Credits

3.1.2.1. Basic Base Salary and 401(k) Make-Up Deferrals

3.1.2.2. Annual Incentive Bonus Deferrals

3.1.2.3. Grandfathered Incentive Credits

3.1.2.4. Employer Matching Credits

3.1.2.5. Employer Discretionary Credits

3.1.2.6. Transfer Credits

3.2. Adjustments of Account

3.2.1. Initial Election of Investment Funds

3.2.2. Changes to Investment Fund Elections

3.2.3. Debits and Credits to Accounts

3.2.4. Phantom Stock

3.3 No Actual Investment

3.4. FICA and Other Taxes

SECTION 4. VESTING OF ACCOUNT......................................................... 11

SECTION 5. DISTRIBUTION............................................................... 11

5.1. Distribution Event

5.2. Form of Distribution

5.2.1. Installment Amounts

5.2.2. Default

5.2.3. Delay for Taxes

5.2.4. Payment to Beneficiary

5.3. Distribution Election

5.4. Transitional Rules

5.5. Hardship Distributions

5.5.1. When Available

5.5.2. Purposes

5.5.3. Limitations

5.6. Designation of Beneficiaries

5.6.1. Right to Designate

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5.6.2. Failure of Designation

5.6.3. Disclaimers by Beneficiaries

5.6.4. Definitions

5.6.5. Special Rules

5.6.6. No Spousal Rights

5.7. Death Prior to Full Distribution

5.8. Facility of Payment

5.9. Payment Obligations of Participating Employers

SECTION 6. UNFUNDED PLAN..................................................... 16

6.1. Establishment of Trust

6.2. Interrelationship of the Plan and the Trust

6.3. Distributions from the Trust

6.4. Spendthrift Provision

SECTION 7. AMENDMENT AND TERMINATION......................................... 17

SECTION 8. DETERMINATIONS - RULES AND REGULATIONS............................ 18

8.1. Determinations

8.2. Rules and Regulations

8.3. Method of Executing Instruments

8.4. Claims Procedure

8.4.1. Original Claim

8.4.2. Review of Denied Claim

8.4.3. General Rules

8.5. Information Furnished by Participants

SECTION 9. PLAN ADMINISTRATION............................................... 20

9.1. Principal Sponsor

9.1.1. Officers

9.1.2. Chief Executive Officer

9.2. Committee

9.2.1. Appointment and Removal

9.2.2. Automatic Removal

9.2.3. Authority

9.2.4. Majority Decisions

9.3. Limitation on Authority

9.3.1. Generally

9.3.2. Trustee

9.4. Conflict of Interest

9.5. Dual Capacity

9.6. Administrator

9.7. Service of Process

9.8. Administrative Expenses

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SECTION 10. DISCLAIMERS....................................................... 23

10.1. Term of Employment

10.2. Source of Payment

10.3. Delegation

ADDENDUM A. DESIGNATED EMPLOYERS AND DESIGNATED AFFILIATES.................... 25

ADDENDUM B. PARTICIPANTS ELIGIBLE FOR GRANDFATHERED

INCENTIVE BENEFIT CREDITS......................................... 26

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XCEL ENERGY INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

(2002 RESTATEMENT)

SECTION 1

INTRODUCTION

1.1. PURPOSE. Effective January 18, 1980, Northern States Power Company

(NSP) established the NSP Deferred Compensation Plan. That Plan was restated as

amended through January 1, 1992 (The "NSP 1992 Plan"). Effective July 1, 1998,

New Century Energies, Inc. (NCE) established the Salary Deferral and

Supplemental Savings Plan for Executive Officers, and the Salary Deferral and

Supplemental Savings Plan for Key Managers (the NCE Nonqualified Plans). (For

convenience, the foregoing plans are collectively referred to herein as the

"Former Nonqualified Plans"). Effective January 1, 2000, NSP established this

Plan, the NSP Nonqualified Deferred Compensation Plan (2000 Statement).

As of August 2000, NSP and NCE merged to become Xcel Energy Inc. Effective

January 1, 2002, this restatement of the NSP Nonqualified Deferred Compensation

Plan was adopted and the name of the Plan was changed to the "Xcel Energy Inc.

Nonqualified Deferred Compensation Plan," effective as to amounts credited to

Accounts on and after January 1, 2002. Further, as of such date or such

subsequent date as the Committee may select, the Committee shall cause to be

transferred to this Plan all benefits previously credited to the accounts of

Participants under the NCE Nonqualified Plans, and the benefits previously

credited to the accounts of Participants under Section 8 of the NSP 1992 Plan

(the "Regular Deferred Compensation Account"), including amounts credited to

such Regular Deferred Compensation Account pursuant to Sections 9(B), 9(D) and

9(E) of the NSP 1992 Plan (sometimes referred to as a Participant's "ESOP

make-up", "FINC account" and "grandfathered incentive benefit" respectively, if

any). Such transferred benefits under the Former Nonqualified Plans shall become

part of and payable pursuant to the terms of this Plan.

This Plan is a nonqualified, unfunded elective deferral plan for the purpose of

allowing a select group of management and highly compensated employees of the

Principal Sponsor and other Employers to defer the receipt of certain

compensation which would otherwise be paid to those employees pursuant to the

terms set forth herein.

1.2. DEFINITIONS. When the following terms are used herein with initial

capital letters, they shall have the following meanings:

1.2.1. ACCOUNT - the separate bookkeeping account(s) representing the

unfunded and unsecured general obligation of the Employer that are maintained

for the purpose of determining each Participant's or Beneficiary's interest in

the Plan. To the extent determined by the Committee, the Committee may establish

a separate Pre-Tax Deferral Subaccount, a separate Transfer Subaccount, a

separate Employer Matching Credit Subaccount, a separate Employer

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Discretionary Credit Subaccount, and such other accounts and subaccounts as it

determines from time to time to be advisable, for one or more Participants. For

convenience, and unless the context otherwise indicates, "Account" shall refer

to a Participant's or Beneficiary's entire interest under the Plan.

1.2.2. AFFILIATE - a business entity that is affiliated in ownership

with the Principal Sponsor or which the Principal Sponsor designates and

identifies on Addendum A as an Affiliate for the purposes of this Plan.

1.2.3. ANNUAL INCENTIVE BONUS - the annual incentive bonus, if any,

payable to a Participant from time to time pursuant to the Xcel Energy Inc.

Executive Annual Incentive Award Plan, the Business Unit Vice President and

Managing Director Incentive Plan, the Non-bargaining Employee Incentive Plan, or

any similar annual incentive plans established by an Employer and recognized by

the Committee as an Annual Incentive Bonus for purposes of this Plan.

1.2.4. ANNUAL VALUATION DATE - each December 31.

1.2.5. BASE SALARY - a Participant's regular annual base salary in

effect from time to time during each Plan Year, unreduced for any salary

deferrals under any Employer savings, incentive or other employee benefit plan,

whether or not the same is qualified under section 401(a) of the Code.

1.2.6. BENEFICIARY - a person designated by a Participant (or

automatically by operation of this Plan Statement) to receive all or a part of

the Participant's Account in the event of the Participant's death prior to full

distribution thereof. A person so designated shall not be considered a

Beneficiary until the death of the Participant.

1.2.7. BENEFICIARY DESIGNATION FORM - the form prescribed by the

Committee upon which a Participant may designate a Beneficiary.

1.2.8. CODE - the Internal Revenue Code of 1986, as amended from time

to time.

1.2.9. COMMITTEE - a Committee appointed pursuant to Section 9.

1.2.10. DISTRIBUTION ELECTION FORM - the form prescribed by the

Committee pursuant to which a Participant may elect a form of distribution of

his or her Account under the Plan as provided by Section 5.3.

1.2.11. EFFECTIVE DATE - January 1, 2000.

1.2.12. EMPLOYER - the Principal Sponsor and any business entity that

is an Affiliate of the Principal Sponsor and that is designated by the Principal

Sponsor and identified on Addendum A as employing employees that are eligible to

be selected to participate in this Plan.

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1.2.13. EMPLOYER DISCRETIONARY CREDIT SUBACCOUNT - the Account, if any,

maintained for a Participant to which is credited Employer discretionary

credits. The amount of any such credit shall be determined in the sole

discretion of the Employer and may be subject to such vesting schedule(s),

restrictions and other conditions as the Employer may determine in its sole

discretion. Any amounts so credited on behalf of any Participant may be smaller

or larger than for any other Participant, and the amount credited to any

Participant for a Plan Year may be zero, even though one or more other

Participants receive a discretionary Employer credit for such year.

1.2.14. EMPLOYER MATCHING CREDIT SUBACCOUNT - the Account, if any,

maintained for a Participant to which is credited Employer matching credits

pursuant to Section 3.1.2.4.

1.2.15. ENROLLMENT FORM - the form prescribed by the Committee from

time to time pursuant to which an employee who satisfies the participation

requirements of Section 2 may enroll in the Plan.

1.2.16. ENROLLMENT PERIOD - the enrollment period established by the

Committee for enrolling in the Plan. The last day of such enrollment period may

not be later than the last day of the Plan Year that precedes the Plan Year for

which such enrollment is to be effective, provided, however, that a newly hired

eligible employee may, in addition to the annual enrollment period, enroll

within 30 days of their first day of employment by an Employer.

1.2.17. INVESTMENT ELECTION FORM - the form prescribed by the Committee

from time to time pursuant to which a Participant may select the hypothetical

investment of his or her Account pursuant to the provisions of Section 3.

1.2.18. INVESTMENT FUND - any of the hypothetical investment funds

established by the Committee pursuant to the provisions of Section 3.

1.2.19. PARTICIPANT - an employee of an Employer who is designated as

eligible to participate in this Plan by the Committee and elects to participate

in accordance with the terms of this Plan. In addition, an employee or former

employee of an Employer shall be considered a Participant in this Plan if he or

she has otherwise accrued a benefit under the Plan as a result of the transfer

of a Former Nonqualified Plan benefit to this Plan or because of an Employer

credit to the Account of such employee or former employee. An employee shall not

be eligible to become a Participant unless the employee is a member of a select

group of management or highly compensated employees. No employee is presumed or

automatically eligible to participate in this Plan. An employee who has become a

Participant shall be considered to continue as a Participant in the Plan until

the date of the Participant's death or, if earlier, the date when the

Participant is no longer employed by an Employer or an Affiliate and upon which

the Participant no longer has any Account under the Plan (that is, the

Participant has received a distribution of all of the Participant's Account).

1.2.20. PLAN - the nonqualified, income deferral program maintained by

the Principal Sponsor established for the benefit of Participants eligible to

participate therein, as set forth in this Plan Statement. (As used herein,

"Plan" does not refer to the documents pursuant to which the

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Plan is maintained. Those documents are referred to herein as the "Plan

Statement"). The Plan shall be referred to as the "Xcel Energy Inc. Deferred

Compensation Plan."

1.2.21. PLAN STATEMENT - this document entitled "XCEL ENERGY INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN (2002 Restatement)" as adopted by the

Principal Sponsor effective as of January 1, 2000, as the same may be amended

from time to time thereafter.

1.2.22. PLAN YEAR - the twelve (12) consecutive month period ending on

any Annual Valuation Date.

1.2.23. PRE-TAX DEFERRALS - the basic Base Salary, 401(k) make-up and

Annual Incentive Bonus Deferrals made to the Plan pursuant to the provisions of

Section 3.

1.2.24. PRE-TAX DEFERRAL SUBACCOUNT - the Account maintained for each

Participant to which is credited such Participant's Pre-Tax Deferrals pursuant

to Section 3.1.2, below.

1.2.25. PRINCIPAL SPONSOR - Xcel Energy Inc., a Minnesota corporation.

1.1.26. QUALIFIED SAVINGS PLAN - the Xcel Energy 401(k) Savings Plan,

as the same shall be amended from time to time, and any similar qualified

section 401(k) plan of any Employer adopting this Plan, and any amendments or

successor plans thereto.

1.2.27. TERMINATION OF EMPLOYMENT - a complete severance of an

employee's employment relationship with the Employer and all Affiliates, if any,

for any reason including the employee's death. A transfer from employment with

the Employer to employment with an Affiliate of the Employer shall not

constitute a Termination of Employment. If an Employer who is an Affiliate

ceases to be an Affiliate because of a sale of substantially all the stock or

assets of the Employer, then Participants who are employed by that Employer and

who cease to be employed by the Principal Sponsor or an Employer on account of

the sale of substantially all the stock or assets of the Employer shall be

deemed to have thereby had a Termination of Employment for the purpose of

commencing distributions from this Plan.

1.2.28. TRANSFER SUBACCOUNT - the Account, if any, maintained for a

Participant to which is credited some part or all of the benefits of the

Participant under any other nonqualified plan maintained by the Employer or any

Former Nonqualified Plan. Such amounts may be transferred to this Plan only upon

the approval of the Committee and such transfer shall be subject to such rules

and conditions as the Committee may impose.

1.2.29. TRUST - the Trust agreement, if any, for the Plan, which shall

be a grantor trust, established by the Principal Sponsor.

1.2.30. TRUST FUND - the fund or funds, if any, established by the

Principal Sponsor pursuant to Section 6.

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1.2.31. TRUSTEE - that person or entity, if any, which shall have been

appointed by the Principal Sponsor to hold the assets of any Trust created

pursuant to Section 6.

1.2.32. VALUATION DATE - the last day of each calendar quarter of the

Plan Year, and such other time or times as determined by the Committee.

1.3. RULES OF INTERPRETATION. An individual shall be considered to have

attained a given age on such individual's birthday for that age (and not on the

day before). Individuals born on February 29 in a leap year shall be considered

to have their birthdays on February 28 in each year that is not a leap year.

Notwithstanding any other provision of this Plan Statement or any election or

designation made under the Plan, any individual who feloniously and

intentionally kills a Participant or Beneficiary shall be deemed for all

purposes of this Plan and all elections and designations made under this Plan to

have died before such Participant or Beneficiary. A final judgment of conviction

of felonious and intentional killing is conclusive for the purposes of this

Section. In the absence of a conviction of felonious and intentional killing,

the Committee shall determine whether the killing was felonious and intentional

for the purposes of this Section. Whenever appropriate, words used herein in the

singular may be read in the plural, or words used herein in the plural may be

read in the singular; the masculine may include the feminine; and the words

"hereof," "herein" or "hereunder" or other similar compounds of the word "here"

shall mean and refer to this entire Plan Statement and not to any particular

paragraph or Section of this Plan Statement unless the context clearly indicates

to the contrary. If, under the rules of this Plan, an election, form or other

document must be filed with or received by the Committee, it must be actually

received by the Committee to be effective. The determination of whether or when

an election, form or other document has been received by the Committee shall be

made by the Committee on the basis of what documents are acknowledged by the

Committee to be in its actual possession without regard to any "mailbox rule" or

similar rule of evidence. The absence of a document in the Committee's records

and files shall be conclusive and binding proof that the document was not

received. The titles given to the various Sections of this Plan Statement are

inserted for convenience of reference only and are not part of this Plan

Statement, and they shall not be considered in determining the purpose, meaning

or intent of any provision hereof. This Plan Statement shall be construed and

this Plan shall be administered to create an unfunded plan providing deferred

compensation to a select group of management or highly compensated employees so

that it is exempt from the requirements of Parts 2, 3 and 4 of Title I of the

Employee Retirement Income Security Act ("ERISA") and qualifies for a form of

simplified, alternative compliance with the reporting and disclosure

requirements of Part 1 of Title I of ERISA. Any reference in this Plan Statement

to a statute or regulation shall be considered also to mean and refer to any

subsequent amendment or replacement of that statute or regulation. This document

has been executed and delivered in the State of Minnesota and has been drawn in

conformity to the laws of that State and shall be construed and enforced in

accordance with the laws of the State of Minnesota.

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SECTION 2

PARTICIPATION

2.1. PARTICIPATION. An employee may participate in this Plan for any Plan

Year provided such employee has been designated (by individual or by class of

individuals) as eligible to participate by the Committee (which designation may

be revoked at any time by the Committee in its sole discretion). The individual

shall become a Participant as of the first day of the payroll period for which

he or she is credited with a benefit hereunder or as of which the Committee

approves his or her Plan Enrollment Form.

2.2. ENROLLMENT. An employee designated to participate in this Plan and who

desires to make contributions to the Plan shall file a Plan Enrollment Form with

the Committee. Each such Enrollment Form:

(a) shall be filed with the Committee at such time and in such

manner as the Committee shall from time to time prescribe;

(b) shall, except as provided in Section 2.3, below, be

irrevocable for the Plan Year with respect to which it is made

once it has been accepted by the Committee; and

Base Salary and Annual Incentive Bonus, if any, which is

earned during that Plan Year (without regard to whether it

would be paid during that or a subsequent Plan Year) which

shall not be paid to the Participant but instead shall be

credited to the Plan as a Pre-Tax Deferral.

2.3. SUSPENSION OF PRE-TAX DEFERRALS. If a Participant receives a hardship

distribution from a plan maintained by an Employer that is intended to be a

qualified plan under section 401(k) of the Code, the Pre-Tax Deferrals of such

Participant to this Plan shall automatically be suspended for a period of six

(6) months from the date of such Participant's receipt of the hardship

distribution. Following the expiration of such six (6) month period, such

Participant's Pre-Tax Deferrals to this Plan shall automatically recommence

according to the terms of the Enrollment Form then in effect, if any, for such

Participant.

2.4. SPECIFIC EXCLUSION. Notwithstanding anything to the contrary in this

Plan Statement or in any written communication, summary, resolution or document

or oral communication, no individual shall be a Participant in this Plan,

develop benefits under this Plan or be entitled to receive benefits under this

Plan (either for himself or herself or his or her survivors) unless such

individual is a member of a select group of management or highly compensated

employees (as that expression is used in ERISA). If a court of competent

jurisdiction, any representative of the U.S. Department of Labor or any other

governmental, regulatory or similar body makes any direct or indirect, formal or

informal, determination that an individual is not a member of a select group of

management or highly compensated employees (as that expression is used in

ERISA), such individual shall not be (and shall not have ever been) a

Participant in this Plan at any time. If any

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person not so defined has been erroneously treated as a Participant in this

Plan, upon discovery of such error such person's erroneous participation shall

immediately terminate ab initio and the Employer shall distribute the

individual's Account immediately.

SECTION 3

CREDITS AND ADJUSTMENT OF ACCOUNTS

3.1. CREDITS.

3.1.1. EMPLOYEE DEFERRALS.

3.1.1.1. Basic Base Salary Deferrals. For each Plan Year, a

Participant may elect to make a pre-tax basic Base

Salary deferral of up to 100% of such Participant's

Base Salary, subject to any necessary withholding for

payroll and other taxes.

3.1.1.2. 401(k) Make-Up Deferrals. For each Plan Year, a

Participant may elect to make a pre-tax 401(k)

make-up deferral of up to 100% of such Participant's

Base Salary (subject to any necessary withholding for

payroll and other taxes), provided, however, that

such deferrals shall not commence unless and until

such Participant shall have first made employee

pre-tax contributions to the Qualified Savings Plan

equal to the limitation on such contributions then

effect for such Plan Year under Code section 402(g).

3.1.1.3. Annual Incentive Bonus Deferrals. For each Plan Year,

a Participant may elect to make a pre-tax deferral of

up to 100% of such Participant's Annual Incentive

Bonus, subject to any necessary withholding for

payroll and other taxes.

3.1.2. EMPLOYER CREDITS.

3.1.2.1. Basic Base Salary and 401(k) Make-Up Deferrals.

Within a reasonable time following the date that the

amount elected by the Participant as a basic Base

Salary and/or 401(k) make-up deferral would otherwise

be paid to such Participant, the Employer shall

credit the Participant's Pre-Tax Deferral Subaccount

with the amount of such contribution(s).

3.1.2.2. Annual Incentive Bonus Deferrals. Within a reasonable

time following the date that the amount elected by

the Participant as an Annual Incentive Bonus would

otherwise be paid to such Participant, the Employer

shall credit the Participant's Pre-Tax Deferral

Subaccount with the amount of such contributions.

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3.1.2.3. Grandfathered Incentive Credits. An additional amount

shall be credited to the Transfer Account of a

Participant listed on Addendum B if, on the date of

the Participant's Termination of Employment, the

Committee determines that the credits to such

Participant's Transfer Account attributable to

Section 9(D) of the NSP 1992 Plan do not adequately

replace the additional benefits the Participant would

have received from the Xcel Energy Pension Plan, the

Xcel Energy Inc. Nonqualified Pension Plan and the

NSP Excess Benefit Plan if the Participant's

Incentive Pay (as defined in the NSP 1992 Plan) had

been taken into account in calculating the

Participant's benefits under said plans. Such

additional benefit shall be paid in full satisfaction

of the benefit previously provided under Section 9(E)

of the NSP 1992 Plan and shall be equal to the excess

of:

(i) the present value of the additional benefits

the Participant would have received from the

Xcel Energy Pension Plan, the Xcel Energy

Inc. Nonqualified Pension Plan and the NSP

Excess Benefit Plan if the Participant's

Incentive Pay had been taken into account in

calculating the Participant's benefits under

said plans; over

(ii) the balance the amounts credited to the

Participant's Transfer Account attributable

to Section 9(D) of the 1992 NSP Plan on the

date the Participant's Termination of

Employment. For this purpose, the present

value referred to under Section 3.1.2.3(i)

shall be determined by using the lump sum

factors identified in the Xcel Energy

Pension Plan as amended from time to time.

3.1.2.4. Employer Matching Credits. At such time as the

Administrator shall determine but no later than 180

days after the close of the Plan Year, the Employer

Matching Credit Subaccount of each Participant (other

than a Participant subject to the Traditional Benefit

under the Xcel Energy Pension Plan) whose Base Salary

exceeds the compensation limit specified by Code

section 401(a)(17) and who shall have made employee

pre-tax contributions for such Plan Year to the

Qualified Savings Plan in an amount at least equal to

the limitation then in effect with respect to such

contributions under Code section 402(g) and who shall

have been credited with a matching contribution under

the Xcel Energy 401(k) Savings Plan (as amended from

time to time and an successor thereto) shall be

credited with an Employer matching credit under this

Plan equal to:

(i) 100% of the sum of such Participant's (a)

401(k) make-up deferrals and (b) pre-tax

contributions made to the Qualified Savings

Plan, that

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does not exceed 3% of such Participant's

Base Salary for such Plan Year,

plus

(ii) 50% of the sum of such Participant's (a)

401(k) make-up deferrals and (b) pre-tax

contributions made to the Qualified Savings

Plan, that exceeds 3% of such Participant's

Base Salary but that does not exceed 5% of

the Participant's Base Salary for such Plan

Year,

minus

(iii) the amount of Employer matching

contributions made to the Participant's

account under the Qualified Savings Plan.

3.1.2.5. Employer Discretionary Credits. The amount

of any such credit shall be determined in

the sole discretion of the Employer and may

be subject to such vesting schedule(s),

restrictions and other conditions as the

Employer may determine in its sole

discretion. Any amounts so credited on

behalf of any Participant may be smaller or

larger than for any other Participant, and

the amount credited to any Participant for a

Plan Year may be zero, even though one or

more other Participants receive a

discretionary Employer credit for such year.

Any such Employer credit shall be credited

to the Participant's Employer Discretionary

Credit Subaccount.

3.1.2.6. Transfer Credits. Any benefits transferred

to this Plan (whether by merger, transfer,

substitution or otherwise) on behalf of a

Participant from another nonqualified Plan

of the Employer (including any Former

Nonqualified Plan) shall be credited to this

Plan at their fair market value at the time

of the transfer. Such amounts shall be

credited to the

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