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

PAGE

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

(c) shall designate the amount or portion of the Participant's
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 Transfer Subaccount of the
Participant, unless the Committee, in its
discretion, determines that such amounts
shall be credited to another account of the
Participant.

3.2. ADJUSTMENTS OF ACCOUNT. Subject to such rules as may be prescribed by
the Committee from time to time, amounts shall be credited or debited to a
Participant's Account in connection with the deemed investment thereof as
follows:

3.2.1. INITIAL ELECTION OF INVESTMENT FUNDS. In connection with a
Participant's initial enrollment into the Plan, a Participant shall elect one or
more Investment Funds on an Investment Election Form filed with the Committee to
be used as an index to determine the additional amounts to be credited or
debited to such Participant's Account. If a Participant fails to select any
Investment Fund or if a Participant's election of an Investment Fund shall, for
any reason, be ineffective, such Participant shall be deemed to have elected the
Vanguard Prime Money Market Fund or such index Investment Fund as may be
determined from time to time in the discretion of the Committee.

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3.2.2. CHANGES TO INVESTMENT FUND ELECTIONS. A Participant may (but is
not required to) elect, by filing a new Investment Election Form pursuant to
rules established from time to time by the Committee, to add, delete or modify
one or more of their Investment Fund(s) elections.

(a) PROPORTIONATE ALLOCATION. Subject to such rules as the
Committee may from time to time prescribe, Participant
investment elections described in this Section shall be made
in increments of one percentage point (1%) of his or her
Account.

(b) INVESTMENT FUNDS. The Participant may elect one or more of the
Investment Funds selected by the Committee from time to time
as hypothetical investments. The Committee may, in its sole
discretion, discontinue, substitute or add an Investment Fund.
The Committee shall also have the power to direct that any
separate Investment Funds shall be consolidated with (or
"mapped" to) any other Investment Fund having the same (or
nearly the same) investment objectives. Each such change shall
take effect at such time or times and under such rules as
shall be established by the Committee.

3.2.3. DEBITS AND CREDITS TO ACCOUNTS. Plan investments and earnings
adjustments shall be made in accordance with the following rules:

(a) To the extent administratively feasible, any Account will be
valued daily at the fair market value thereof by adding (A)
the fair market value of all investments held in the Account,
(B) any accrued interest or declared dividends on such
investments not reflected in (A) above, and (C) an amount
equal to the cash then held in the Account; and subtracting
therefrom any liabilities of the Account. Participant's
Accounts will be adjusted daily by allocating among them the
earnings or losses of each Investment Fund since the previous
day in proportion to each Participant's portion of the
Investment Fund balance immediately following the previous
day's adjustment. To the extent daily Account valuations and
adjustments are not administratively feasible, such valuations
and adjustments shall occur as frequently as administratively
feasible.

(b) Withdrawals and distributions shall be made in cash or cash
equivalents and made pursuant to Section 5. The amount paid
upon such a withdrawal or distribution shall be based on the
value immediately after the adjustment of a Participant's
Account on the effective date of the withdrawal or
distribution.

Notwithstanding the foregoing, the Committee may establish revised or
additional rules for the adjustment of Accounts including, without
limiting the generality of the foregoing, the times when contributions
shall be credited under this Section 3 and the manner of allocating
gains and losses of Accounts.

3.2.4. PHANTOM STOCK. Notwithstanding the foregoing provisions of this
Section 3.2, the Employer Matching Credit Subaccount, if any, of a Participant
shall be valued and adjusted in value from time to time as if such credit had
been made and invested in common stock of the

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Principal Sponsor (or a fund primarily consisting of common stock of the
Principal Sponsor), pursuant to such rules as the Committee may in its
discretion from time to time determine.

3.3. NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Investment Funds are to be used for
measurement purposes only, and a Participant's election of any such Investment
Fund, the allocation to his or her Account in respect thereto, the calculation
of additional amounts and the crediting or debiting of such amounts to a
Participant's Account shall not be considered or construed in any manner as an
actual investment of his or her Account in any such Investment Fund. In the
event that the Employer or the Trustees of the Trusts (if any), in their own
discretion, decide to invest funds in any or all of the Investment Funds, no
Participant shall have any rights in or to such investments themselves. Without
limiting the foregoing, a Participant's Account shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her
behalf by the Employer or any Trust; the Participant shall at all times remain
an unsecured creditor of the Employer.

3.4. FICA AND OTHER TAXES. For each Plan Year in which credits are made for
or on behalf of a Participant, the Employer shall withhold from that portion of
the Participant's Base Salary that is not being deferred, in a manner determined
by the Committee, the Participant's share of FICA and other employment taxes. If
necessary, the Committee may reduce any pre-tax deferral of the Participant in
order to comply with this Section 3.4.

SECTION 4

VESTING OF ACCOUNT

Except as provided in Section 2.4 (relating to employees erroneously treated as
Participants) and Section 7 (relating to the ability to amend the Plan Statement
and terminate the Plan), the Pre-Tax Deferral Subaccount, Transfer Subaccount,
and Employer Matching Credit Subaccount if any, of each Participant shall be
fully (100%) vested and nonforfeitable at all times. The Employer Discretionary
Credit Subaccount of a Participant, if any, shall be subject to such vesting
schedule(s), conditions and restrictions as established by the Employer.

SECTION 5

DISTRIBUTION

5.1 DISTRIBUTION EVENT. A Participant's Account shall become payable as of
the January 31 following the Plan Year in which occurs (a) the Participant's
Termination of Employment, or (b) the later of the Participant's Termination of
Employment or attainment of age 65, as the Participant shall elect as provided
in Section 5.3, below. Following a Participant's Termination of Employment, the
Participant shall cease to have any interest in the Plan other than the right to
receive payment of his or her Account as provided in this Section, adjusted from
time to time as provided in Section 3. A Participant shall not be required to
make application to receive payment. Distribution shall not be made to any
Beneficiary, however, until such Beneficiary shall have filed

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a written application for benefits in a form acceptable to the Committee and the
Committee shall have approved such application.

5.2. FORM OF DISTRIBUTION. As of the date elected by the Participant
pursuant to the provisions of this Section 5, the Employer shall commence
payment of such Participant's Account (reduced by the amount of any applicable
payroll, withholding and other taxes) to the Participant in any one of the
following forms of distribution designated by the Participant in his or her
Distribution Election Form:

(a) TERM CERTAIN INSTALLMENTS. In a series of annual installments
payable over five (5), ten (10), or fifteen (15) years; or

(b) LUMP SUM. In a single lump sum payment.

5.2.1. INSTALLMENT AMOUNTS. The amount of the annual installments shall
be determined by dividing the amount of the Account as of the last day of
January as of which the installment is being paid by the number of remaining
installment payments to be made (including the payment being determined).

5.2.2. DEFAULT. If for any reason a Participant has failed to make a
timely written distribution election pursuant to this Section 5.2 (including
reasons entirely beyond the control of the Participant), then distribution of
the Participant's Account shall be made (or shall commence) as of the January 31
of the year following the year in which occurs the Participant's Termination of
Employment, as follows:

(a) All benefits attributable to contributions (and earnings
thereon) made to the NSP 1992 Plan, in 180 substantially equal
monthly installments; and

(b) All other benefits, in a single lump sum payment.

5.2.3. DELAY FOR TAXES. Notwithstanding the foregoing, if the Committee
in its reasonable discretion determines that delaying the time of such
distribution would increase the probability that such payments would be fully
deductible by it for federal or state income tax purposes, the Committee may
unilaterally delay the time of the making or commencement of payments for up to
12 months after the date such payments would otherwise be payable.

5.2.4. PAYMENT TO BENEFICIARY. If the distributee is a Beneficiary of a
deceased Participant and a term certain installment distribution had commenced
to the deceased Participant before his or her death, then such installments
shall continue to be paid to the Participant's Beneficiary over the remainder of
the installment period. If, however, the Participant had not commenced receiving
payments before his or her death, then the Participant's Account shall be paid
to such Beneficiary in a lump sum payment as of the January 31 of the next
following Plan Year.

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5.3. DISTRIBUTION ELECTION. At any time prior to the Participant's
Termination of Employment, a Participant may elect the time and form of
distribution of his or her Account by filing a properly completed Distribution
Election Form with the Committee in such manner as the Committee may direct. Any
such Distribution Election Form shall become effective on the first day of the
next following Plan Year after it is filed. When it shall become effective, such
Distribution Election Form shall supercede any previously filed Distribution
Election Form under this Plan. Under no circumstances shall any election change
the form of distribution after a Participant's Termination of Employment. No
spouse, former spouse, Beneficiary or other person shall have any right to
participate in the Participant's selection of a form of benefit.

5.4. TRANSITIONAL RULES. If a Participant has a Termination of Employment
before January 1, 2003, then, notwithstanding the preceding provisions of this
Section, (a) any distribution from this Plan that is attributable to any Former
Nonqualified Plan benefit shall be made pursuant to any valid distribution
election filed by such Participant pursuant to the provisions of the applicable
Former Nonqualified Plan, and (b) any distribution attributable to deferrals or
Company credits to this Plan shall be made in the form elected by the
Participant under this Plan prior to December, 2001. Further, any distribution
that commences to a Participant on or before December 31, 2002 pursuant to the
terms of a Former Nonqualified Plan in the form of monthly installments shall
continue in that form notwithstanding the annual installment provisions of
Section 5.2, above.

5.5. HARDSHIP DISTRIBUTIONS.

5.5.1. WHEN AVAILABLE. A Participant may receive a hardship
distribution from his or her Pre-Tax Deferral Subaccount and Transfer Subaccount
if the Committee determines that such hardship distribution is for a purpose
described in Section 5.5.2 and the conditions in Section 5.5.3 have been
fulfilled. To receive such a distribution, the Participant must file a written
hardship distribution application with the Committee and furnish such
documentation as the Committee may require. In the application, the Participant
shall specify the basis for the distribution and the dollar amount to be
distributed. If such hardship distribution is approved by the Committee,
distribution shall be made in a lump sum as soon as practicable following the
approval of the Participant's completed application by the Committee.

5.5.2. PURPOSES. Hardship distributions shall be allowed under Section
5.5.1 only if the Participant establishes to the satisfaction of the Committee
that the hardship distribution is to be made on account of an unexpected and
unforeseeable immediate and heavy financial need of the Participant or of a
dependent of the Participant (as defined in section 152(a) of the Code) for
which the Participant does not have other available resources.

5.5.3. LIMITATIONS. The amount of the hardship distribution shall not
exceed the amount of the Participant's proven immediate and heavy financial
need. A hardship distribution shall not be made after the Participant's
Termination of Employment. The amount of approved hardship distribution shall
not exceed the value of the Participant's Pre-Tax Deferral Subaccount and
Transfer Subaccount.

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5.6. DESIGNATION OF BENEFICIARIES.

5.6.1. RIGHT TO DESIGNATE. Each Participant may designate upon a
Beneficiary Designation Form furnished by and filed with the Committee, one or
more primary Beneficiaries or alternative Beneficiaries to receive all or a
specified part of such Participant's Account in the event of such Participant's
death. The Participant may change or revoke any such designation from time to
time without notice to or consent from any Beneficiary. No such designation,
change or revocation shall be effective unless executed by the Participant and
received by the Committee during the Participant's lifetime.

5.6.2. FAILURE OF DESIGNATION. If a Participant:

(a) fails to designate a Beneficiary,

(b) designates a Beneficiary and thereafter revokes such
designation without naming another Beneficiary, or

such Participant's Account, or the part thereof as to which such Participant's
designation fails, as the case may be, shall be payable to the first class of
the following classes of automatic Beneficiaries with a member surviving the
Participant and (except in the case of surviving issue) in equal shares if there
is more than one member in such class surviving the Participant:

Participant's surviving spouse
Participant's surviving issue per stirpes and not per capita
Participant's surviving parents
Participant's surviving brothers and sisters
Representative of Participant's estate.

5.6.3. DISCLAIMERS BY BENEFICIARIES. A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Account may
disclaim an interest therein subject to the following requirements. To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant's death. Any disclaimer
must be in writing and must be executed personally by the Beneficiary before a
notary public. A disclaimer shall state that the Beneficiary's entire interest
in the undistributed Account is disclaimed or shall specify what portion thereof
is disclaimed. To be effective, duplicate original executed copies of the
disclaimer must be both executed and actually delivered to Committee after the
date of the Participant's death but not later than one hundred eighty (180) days
after the date of the Participant's death. A disclaimer shall be irrevocable
when delivered to the Committee. A disclaimer shall be considered to be
delivered to the Committee only when actually received by the Committee. The
Committee shall be the sole judge of the content, interpretation and validity of
a purported disclaimer. Upon the filing of a valid

-14-

disclaimer, the Beneficiary shall be considered not to have survived the
Participant as to the interest disclaimed. A disclaimer by a Beneficiary shall
not be considered to be a transfer of an interest in violation of the provisions
of Section 6. The Committee shall recognize no other form of attempted
disclaimer.

5.6.4. DEFINITIONS. When used herein and, unless the Participant has
otherwise specified in the Participant's Beneficiary designation, when used in a
Beneficiary designation, "issue" means all persons who are lineal descendants of
the person whose issue are referred to, including legally adopted descendants
and their descendants but not including illegitimate descendants and their
descendants; "child" means an issue of the first generation; "per stirpes" means
in equal shares among living children of the person whose issue are referred to
and the issue (taken collectively) of each deceased child of such person, with
such issue taking by right of representation of such deceased child; and
"survive" and "surviving" mean living after the death of the Participant.

5.6.5. SPECIAL RULES. Unless the Participant has otherwise specified in
the Participant's Beneficiary designation, the following rules shall apply:

(a) If there is not sufficient evidence that a Beneficiary was
living at the time of the death of the Participant, it shall
be deemed that the Beneficiary was not living at the time of
the death of the Participant.

(b) The automatic Beneficiaries specified in Section 5.6.2 and the
Beneficiaries designated by the Participant shall become fixed
at the time of the Participant's death so that, if a
Beneficiary survives the Participant but dies before the
receipt of all payments due such Beneficiary hereunder, such
remaining payments shall be payable to the representative of
such Beneficiary's estate.

(c) If the Participant designates as a Beneficiary the person who
is the Participant's spouse on the date of the designation,
either by name or by relationship, or both, the dissolution,
annulment or other legal termination of the marriage between
the Participant and such person shall automatically revoke
such designation. (The foregoing shall not prevent the
Participant from designating a former spouse as a Beneficiary
on a form executed by the Participant and received by the
Committee after the date of the legal termination of the
marriage between the Participant and such former spouse, and
during the Participant's lifetime.)

(d) Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the
Participant shall be given effect without regard to whether
the relationship to the Participant exists either then or at
the Participant's death.

(e) Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to
designate the person or persons standing in such relationship
to the Participant at the Participant's death.

-15-

A Beneficiary designation is permanently void if it either is executed or is
filed by a Participant who, at the time of such execution or filing, is then a
minor under the law of the state of the Participant's legal residence. The
Committee shall be the sole judge of the content, interpretation and validity of
a purported Beneficiary designation.

5.6.6. NO SPOUSAL RIGHTS. No spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have any rights
or interest in the benefits accumulated under this Plan including, but not
limited to, the right to be the sole Beneficiary or to consent to the
designation of Beneficiaries (or the changing of designated Beneficiaries) by
the Participant.

5.7. DEATH PRIOR TO FULL DISTRIBUTION. If, at the death of the Participant, any
payment to the Participant was due or otherwise pending but not actually paid,
the amount of such payment shall be included in the Account which is payable to
the Beneficiary (and shall not be paid to the Participant's estate).

5.8. FACILITY OF PAYMENT. In case of the legal disability, including minority,
of a Participant or Beneficiary entitled to receive any distribution under the
Plan, payment shall be made, if the Committee shall be advised of the existence
of such condition:

(a) to the duly appointed guardian, conservator or other legal
representative of such Participant or Beneficiary, or

(b) to a person or institution entrusted with the care or
maintenance of the incompetent or disabled Participant or
Beneficiary, provided such person or institution has satisfied
the Committee that the payment will be used for the best
interest and assist in the care of such Participant or
Beneficiary, and provided further, that no prior claim for
said payment has been made by a duly appointed guardian,
conservator or other legal representative of such Participant
or Beneficiary.

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Employer therefore.

5.9. PAYMENT OBLIGATIONS OF PARTICIPATING EMPLOYERS. Payment of distributions
from this Plan shall be made only by the Employer which last employed the
Participant before payments commence, provided, however, that each other
Employer shall reimburse the paying Employer for benefits accrued by the
Participant during the period (if any) that the Participant was employed by
them.

SECTION 6

UNFUNDED PLAN

6.1. ESTABLISHMENT OF TRUST. The obligation of the Employer to make payments
under this Plan constitutes only the unsecured (but legally enforceable) promise
of the Employer to make

-16-

such payments. The Participant shall have no lien, prior claim or other security
interest in any property of the Employer. The Employer is not required to
establish or maintain any fund, trust or account (other than a bookkeeping
account or reserve) for the purpose of funding or paying the benefits promised
under this Plan. If such a fund is established, the property therein shall
remain the sole and exclusive property of the Employer.

6.2. INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
shall govern the rights of a Participant or Beneficiary to receive distributions
pursuant to the Plan. The provisions of the Trust (if any) shall govern the
rights of the Employer, the Participants, and the creditors of the Employer
relative to any property of the Employer set aside therein. The Employer shall
at all times prior to the Plan's termination remain liable to carry out its
responsibilities under the Plan.

6.3. DISTRIBUTIONS FROM THE TRUST. The Employers' obligations under the Plan
may be satisfied with assets of the Trust (if any) distributed pursuant to the
terms thereof, and any such distribution shall reduce the Employers' obligations
under the Plan.

6.4. SPENDTHRIFT PROVISION. No Participant or Beneficiary shall have any
interest in any Account or Trust which can be transferred nor shall any
Participant or Beneficiary have any power to anticipate, alienate, dispose of,
pledge or encumber the same while in the possession or control of the Employer
or the Trustee.

The power to designate Beneficiaries to receive the Account of a Participant in
the event of such Participant's death shall not permit or be construed to permit
such power or right to be exercised by the Participant so as thereby to
anticipate, pledge, mortgage or encumber such Participant's Account or any part
thereof, and any attempt of a Participant so to exercise said power in violation
of this provision shall be of no force and effect and shall be disregarded by
the Employer.

This Section shall not prevent the Employer from complying with a domestic
relations order deemed by the Committee to be enforceable against the Plan, or
from exercising, in its discretion, any of the applicable powers and options
granted to it upon the occurrence of a Participant's Termination of Employment,
as such powers may be conferred upon it by any applicable provision hereof.

SECTION 7

AMENDMENT AND TERMINATION

The Principal Sponsor reserves the power to amend the Plan Statement or
terminate the Plan at any time. No such amendment of the Plan Statement or
termination of the Plan, however, shall reduce a Participant's Account earned as
of the date of such amendment unless the Participant so affected consents in
writing to the amendment. Any such amendment or termination shall be set forth
in writing and executed by an officer of the Principal Sponsor. It shall
transmit any such amendments to any other Employer participating in the Plan.
Each other Employer reserves the right to withdraw from participation in the
Plan, but until such withdrawal occurs, they shall be

-17-

bound by the Plan as originally established and as amended from time to time.
Notwithstanding the foregoing, the Principal Sponsor expressly reserves the
right to retroactively amend the Plan if the Principal Sponsor determines that
such amendment is necessary to maintain the tax qualified status of any other
retirement plan maintained by an Employer, or if the amendment is not materially
adverse to the Participants. At the discretion of the Principal Sponsor, upon
termination of the Plan the Accounts of Participants and Beneficiaries may be
either distributed as of a date determined by the Principal Sponsor or
distributed in accordance with the provisions of Section 5.

SECTION 8

DETERMINATIONS - RULES AND REGULATIONS

8.1. DETERMINATIONS. The Principal Sponsor shall make such determinations as
may be required from time to time in the administration of the Plan. The
Principal Sponsor shall have the discretionary authority and responsibility to
interpret and construe the Plan Statement and to determine all factual and legal
questions under the Plan, including but not limited to the entitlement of
Participants and Beneficiaries, and the amounts of their respective interests.
Each interested party may act and rely upon all information reported to them
hereunder and need not inquire into the accuracy thereof, nor be charged with
any notice to the contrary.

8.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Principal Sponsor.

8.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or written
notices to be made or consents to be given by the Principal Sponsor pursuant to
any provision of this Plan Statement may be signed in the name of the Principal
Sponsor by any officer who has been authorized to make such certification or to
give such notices or consents.

8.4. CLAIMS PROCEDURE. Unless modified by the Committee, the claims
procedure set forth in this Section 8.4 shall be the exclusive procedure for the
disposition of claims for benefits arising under the Plan.

8.4.1. ORIGINAL CLAIM. Any person may, if he or she so desires, file
with the Committee a written claim for benefits under this Plan. Within ninety
(90) days after the filing of such a claim, the Committee shall notify the
claimant in writing whether the claim is upheld or denied in whole or in part or
shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more than
one hundred eighty (180) days from the date the claim was filed) to reach a
decision on the claim. If the claim is denied in whole or in part, the Committee
shall state in writing:

(a) the specific reasons for the denial;

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

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(c) a description of any additional material or
information necessary for the claimant to perfect the
claim and an explanation of why such material or
information is necessary; and

(d) an explanation of the claims review procedure set
forth in this section, including the time limits
applicable to such procedure, and a statement of the
claimant's right to bring a civil action under ERISA
section 502(a) following an adverse determination on
review.

8.4.2. REVIEW OF DENIED CLAIM. Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may file
with the Committee a written request for a review and may, in conjunction
therewith, submit written comments, documents, records and other information
relating to the claim. Within sixty (60) days after the filing of such a request
for review, the Committee shall notify the claimant in writing whether, upon
review, the claim was upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred twenty (120)
days from the date the request for review was filed) to reach a decision on the
request for review. The Committee's determination shall take into account all
comments, documents, records, and other information submitted by the claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. If the claim is denied in
whole or in part, the Committee shall state in writing:

(a) the specific reasons for the denial;

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

(c) a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other
information relevant to the claimant's claim for
benefits; and

(d) a statement of the claimant's right to bring an
action under ERISA section 502(a).

8.4.3. GENERAL RULES

(a) No inquiry or question shall be deemed to be a claim
or a request for a review of a denied claim unless
made in accordance with this claims procedure. The
Committee may require that any claim for benefits and
any request for a review of a denied claim be filed
on forms to be furnished by the Committee upon
request.

(b) All decisions on original claims and all decisions on
requests for a review of denied claims shall be made
by the Committee, except to the extent the Committee
has delegated its responsibilities under this claims
procedure in

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which case references in this Section 8.4 to the
Committee shall be treated as references to the
Committee's delegate.

(c) All benefit claim determinations shall include a
review of the relevant portions of the governing plan
documents and a review of any claims made by
similarly situated claimants. The Committee may, in
its discretion, hold one or more hearings on a claim
or a request for a review of a denied claim.

(d) A claimant may be represented by a lawyer or other
representative (at the claimant's own expense), but
the Committee reserves the right to require the
claimant to furnish written authorization. A
claimant's representative shall be entitled, upon
request, to copies of all notices given to the
claimant.

(e) The decision of the Committee on a claim and on a
request for a review of a denied claim shall be
served on the claimant in writing. If a decision or
notice is not received by a claimant within the time
specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.

(f) In connection with the review of a denied claim, the
claimant or his or her representative shall be
provided, upon request and free of charge, reasonable
access to and copies of, all documents, records, and
other information relevant to the claimant's claim
for benefits.

8.5. INFORMATION FURNISHED BY PARTICIPANTS. Neither the Principal Sponsor, and
Employer nor the Committee shall not be liable or responsible for any error in
the computation of the Account of a Participant resulting from any misstatement
of fact made by the Participant, directly or indirectly, to the Principal
Sponsor, and used by it in determining the Participant's Account. The Principal
Sponsor shall not be obligated or required to increase the Account of such
Participant which, on discovery of the misstatement, is found to be understated
as a result of such misstatement of the Participant. However, the Account of any
Participant which is overstated by reason of any such misstatement shall be
reduced to the amount appropriate in view of the truth.

SECTION 9

PLAN ADMINISTRATION

9.1. PRINCIPAL SPONSOR.

9.1.1. OFFICERS. Except as hereinafter provided, functions generally
assigned to the Principal Sponsor shall be discharged by its officers or
delegated and allocated as provided herein.

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9.1.2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Principal Sponsor may delegate or redelegate and allocate and reallocate to a
Committee such functions assigned to the Principal Sponsor as may from time to
time be deemed advisable.

9.2. COMMITTEE.

9.2.1. APPOINTMENT AND REMOVAL. The Committee shall consist of three or
more members as may be determined and appointed from time to time by the Chief
Executive Officer or the President of the Principal Sponsor and they shall serve
at the pleasure of such Chief Executive Officer or President of the Principal
Sponsor.

9.2.2. AUTOMATIC REMOVAL. If any individual who is a member of the
Committee is a director, officer or employee when appointed as a member of the
Committee, then such individual shall be automatically removed as a member of
the Committee at the earliest time such individual ceases to be a director,
officer or employee. This removal shall occur automatically and without any
requirement for action by the Chief Executive Officer or President of the
Principal Sponsor or any notice to the individual so removed.

9.2.3. AUTHORITY. The Committee may elect such officers as the
Committee may decide upon. The Committee shall:

(a) establish rules for the functioning of the Committee,
including the times and places for holding meetings,
the notices to be given in respect of such meetings
and the number of members who shall constitute a
quorum for the transaction of business,

(b) organize and delegate to such of its members as it
shall select authority to execute or authenticate
rules, advisory opinions or instructions, and other
instruments adopted or authorized by the Committee;
adopt such bylaws or regulations as it deems
desirable for the conduct of its affairs; appoint a
secretary, who need not be a member of the Committee,
to keep its records and otherwise assist the
Committee in the performance of its duties; keep a
record of all its proceedings and acts and keep all
books of account, records and other data as may be
necessary for the proper administration of the Plan;
notify the Employer and the Trustee of any action
taken by the Committee and, when required, notify any
other interested person or persons,

(c) determine from the records of the Employer the
compensation, service records, status and other facts
regarding Participants and other employees,

(d) cause to be compiled at least annually, from the
records of the Committee and the reports and
accountings of any Trustee, a report or accounting of
the status of the Plan and the Accounts of the
Participants, and make it available to each
Participant who shall have the right to examine that
part

-21-

of such report or accounting (or a true and correct
copy of such part) which sets forth the Participant's
benefits and ratable interest in the Plan,

(e) prescribe forms to be used for applications for
participation, benefits, notifications, etc., as may
be required in the administration of the Plan,

(f) set up such rules as are deemed necessary to carry
out the terms of this Plan Statement,

(g) resolve all questions of administration of the Plan
not specifically referred to in this Section,

(h) delegate or redelegate to one or more persons,
jointly or severally, and whether or not such persons
are members of the Committee or employees of the
Employer, such functions assigned to the Committee
hereunder as it may from time to time deem advisable
and in the event of any such delegation, references
herein to the Committee shall treated as references
to the Committee's delegate, and

(i) perform all other acts reasonably necessary for
administering the Plan and carrying out the
provisions of this Plan Statement and performing the
duties imposed on it.

9.2.4. MAJORITY DECISIONS. If there shall at any time be three (3) or
more members of the Committee serving hereunder who are qualified to perform a
particular act, the same may be performed in writing or in a meeting, on behalf
of all, by a majority of those qualified, with or without the concurrence of the
minority. No person who failed to join or concur in such act shall be held
liable for the consequences thereof, except to the extent that liability is
imposed under ERISA.

9.3. LIMITATION ON AUTHORITY.

9.3.1. GENERALLY. No action taken by any person, if authority to take
such action has been delegated or redelegated to it, shall be the responsibility
of any other person except as may be required by the provisions of ERISA. Except
to the extent imposed by ERISA, no person shall have the duty to question
whether any other fiduciary is fulfilling all of the responsibility imposed upon
such other person by the Plan Statement or by ERISA.

9.3.2. TRUSTEE. If any trust is established, the responsibilities and
obligations of the Trustee shall be strictly limited to those set forth in the
agreement of trust. The Trustee shall have no authority or duty to determine or
enforce payment of any Employer credit under the Plan or to determine the
existence, nature or extent of any individual's rights in the Fund or under the
Plan or question any determination made by the Principal Sponsor or the
Committee regarding the same. Nor shall the Trustee be responsible in any way
for the manner in which the Principal Sponsor, the Employer or the Committee
carries out its responsibilities under this Plan Statement or, more

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generally, under the Plan. The Trustee shall give the Principal Sponsor notice
of (and tender to the Principal Sponsor) the prosecution or defense of any
litigation involving the Plan, the Fund or other persons acting with respect to
the Plan.

9.4. CONFLICT OF INTEREST. If any officer or employee of the Employer, any
member of the Board of Directors of the Employer, any member of the Committee or
any Trustee to whom authority has been delegated or redelegated hereunder shall
also be a Participant or Beneficiary in the Plan, the individual shall have no
authority as such officer, employee, member or Trustee with respect to any
matter specially affecting his or her individual interest hereunder (as
distinguished from the interests of all Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to the other officers, employees, members or Trustees as
the case may be, to the exclusion of such Participant or Beneficiary, and such
Participant or Beneficiary shall act only in his or her individual capacity in
connection with any such matter.

9.5. DUAL CAPACITY. Individuals, firms, corporations or partnerships
identified herein or delegated or allocated authority or responsibility
hereunder may serve in more than one capacity.

9.6. ADMINISTRATOR. The Principal Sponsor shall be the administrator for
purposes of section 3(16)(A) of ERISA.

9.7. SERVICE OF PROCESS. In the absence of any designation to the contrary
by the Principal Sponsor, the Secretary of the Principal Sponsor is designated
as the appropriate and exclusive agent for the receipt of service of process
directed to the Plan in any legal proceeding, including arbitration, involving
the Plan.

9.8. ADMINISTRATIVE EXPENSES. The reasonable expenses of administering the
Plan shall be payable out of the Trust Fund, if any, except to the extent that
the Employer, in its discretion, directly pays the expenses.

SECTION 10

DISCLAIMERS

10.1. TERM OF EMPLOYMENT. Neither the terms of this Plan Statement nor the
benefits hereunder nor the continuance thereof shall be a term of the employment
of any employee. The Employer shall not be obliged to continue the Plan. The
terms of this Plan Statement shall not give any employee the right to be
retained in the employment of the Employer.

10.2. SOURCE OF PAYMENT. Neither the Employer nor any of its officers nor any
member of its Committee or the Board of Directors in any way secure or guarantee
the payment of any benefit or amount which may become due and payable hereunder
to any Participant or to any Beneficiary or to any creditor of a Participant or
a Beneficiary. Each Participant, Beneficiary or other person entitled at any
time to payments hereunder shall look solely to the assets of the Employer for
such

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payments or to the Accounts distributed to any Participant or Beneficiary, as
the case may be, for such payments. In each case where Accounts shall have been
distributed to a former Participant or a Beneficiary or to the person or any one
of a group of persons entitled jointly to the receipt thereof and which purports
to cover in full the benefit hereunder, such former Participant or Beneficiary,
or such person or persons, as the case may be, shall have no further right or
interest in the other assets of the Employer. Neither the Employer nor any of
its officers nor any member of its Board of Directors shall be under any
liability or responsibility for failure to effect any of the objectives or
purposes of the Plan by reason of the insolvency of the Employer.

10.3. DELEGATION. The Employer, and its officers and the members of its Board
of Directors and Committee shall not be liable for an act or omission of another
person with regard to a responsibility that has been allocated to or delegated
to such other person pursuant to the terms of this Plan Statement or pursuant to
procedures set forth in this Plan Statement.

January 1, 2002

XCEL ENERGY INC.

By_/s/ Parker Newcomb_____________

Its_Vice President, Total Compensation and
Human Resources Operations

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ADDENDUM A
DESIGNATED EMPLOYERS
AND
DESIGNATED AFFILIATES

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ADDENDUM B
PARTICIPANTS ELIGIBLE
FOR GRANDFATHERED INCENTIVE BENEFIT CREDITS

Gary Johnson

Keith Wietecki

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