Amendment No. 1 for Xcel

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XEL » Topics » Amendment No. 1

These excerpts taken from the XEL 10-K filed Feb 27, 2009.

Amendment. The Plan may be amended from time to time in any respect whatever by the Employer and by the Committee to the extent consistent with its delegated authority. Any such amendment may be retroactive, prospective or both. No such amendment of the Plan document or termination of the Plan, however, shall reduce a Participant’s benefit earned as of the date of such amendment unless the Participant so affected consents in writing to the amendment or such amendment is deemed necessary by the Employer to affect the intended purposes of this Plan and/or comply with applicable law. Any such amendment shall be communicated to the Employers participating in the Plan. Each Employer reserves the right to withdraw from participation in the Plan, but until such withdrawal occurs, they shall be bound by the Plan as originally established and as amended from time to time.

6.2

Amendment. The Plan may be amended from time to time in any respect whatever by the Employer and by the Committee to the extent consistent with its delegated authority. Any such amendment may be retroactive, prospective or both. No such amendment of the Plan document 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 or such amendment is deemed necessary by the Employer to affect the intended purposes of this Plan and/or comply with applicable law. Any such amendment shall be communicated to the Employers participating in the Plan. Each Employer reserves the right to withdraw from participation in the Plan, but until such withdrawal occurs, they shall be bound by the Plan as originally established and as amended from time to time.

7.2

This excerpt taken from the XEL 8-K filed Dec 12, 2008.

Amendment

This Amendment amends the Rights Agreement as follows:

1. Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.

2. The definition of “Expiration Time” set forth in Section 1.1 of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

“Expiration Time” shall mean the Close of Business on December 11, 2008.

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute the same instrument.

4. This Amendment shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

[Signature Page Follows]

This Amendment has been duly executed by the Company and the Rights Agent as of the date first written above.

XCEL ENERGY INC.


By:	/s/ Michael C. Connelly
		Name:	Michael C. Connelly
		Title:	Vice President and General Counsel


THE BANK OF NEW YORK MELLON


By:	/s/ Tiffany J. Skiles
		Name:	Tiffany J. Skiles
		Title:	Vice President
			Relationship Manager

This excerpt taken from the XEL 10-K filed Feb 20, 2008.

THIS FIRST AMENDMENT is made this 25^th day of October 2006, by Xcel Energy Inc. (the “Principal Sponsor”).

This excerpt taken from the XEL 10-Q filed Dec 13, 2007.

Amendment No. 1

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended Sept. 30, 2007

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-3034

This excerpt taken from the XEL 10-Q filed Dec 13, 2007.

Amendment No. 1

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

This excerpt taken from the XEL 8-K filed May 30, 2007.

THIS SECOND AMENDMENT is made this 22nd day of May, 2007, by Xcel Energy Inc. (the “Principal Sponsor”).

This excerpt taken from the XEL 10-K filed Feb 23, 2007.

THIS FIRST AMENDMENT is made this 25th day of October 2006, by Xcel Energy Inc. (the “Principal Sponsor”).

This excerpt taken from the XEL DEF 14A filed Apr 11, 2005.

Amendment

The Board of Directors generally may amend, suspend or terminate the Omnibus Plan or any portion thereof at any time, except that no amendment shall be made without shareholder approval if such approval is necessary to comply with tax or regulatory requirements, including Section 16(b) of the 1934 Act or Section 162(m) of the Code. The Compensation Committee may amend, modify or terminate any outstanding award without the participant’s consent at any time prior to payment or exercise in any manner not inconsistent with the terms of the Omnibus Plan, including to change the date or dates as of which an option or stock appreciation right becomes exercisable, a performance unit or performance share is deemed earned and restricted stock or restricted stock units become nonforfeitable. The Compensation Committee may also cancel and reissue an award under such different terms and conditions as it determines appropriate. No such amendment or modification, however, may adversely affect the rights of a participant without the participant’s consent. Except for equitable adjustments in the case of corporate events described above under “Number of Shares,”

the plan’s terms prohibit the reduction of the exercise price of options or the cancellation and replacement of options already granted with options having a lower exercise price without the prior approval of shareholders.

EXCERPTS ON THIS PAGE:

10-K (2 sections)	Feb 27, 2009

8-K	Dec 12, 2008

10-K	Feb 20, 2008

10-Q	Dec 13, 2007

10-Q	Dec 13, 2007

8-K	May 30, 2007

10-K	Feb 23, 2007

DEF 14A	Apr 11, 2005

Xcel Energy (XEL)

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