Summary of XCEL ENERGY INC

Material Modification to Rights of Security Holders, Change in Directors or Princ

Item 3.03 Material Modifications to Rights of Security
Holders.

On Dec. 11, 2008, Xcel Energy Inc. (the "Company") entered into an amendment (the "Amendment") to the Stockholder Protection Rights Agreement dated as of Dec. 13, 2000, between the Company and The Bank of New York Mellon, as successor rights agent (the "Rights Agreement").

The Amendment changes the final expiration date of the Rights Agreement from June 28, 2011 to Dec. 11, 2008. Accordingly, the Rights expired at the close of business on Dec. 11, 2008, and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended. A copy of the Amendment is attached as Exhibit 4.01 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On Dec. 10, 2008, Paul J. Bonavia, the Company's President, Utilities Group, announced his intention to resign his position effective Dec. 19, 2008. The Company issued a press release announcing the matters discussed above which is attached as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.

(e) On Dec. 10, 2008, the Company's Board of Directors (the "Board") approved an amendment to the Company's Supplemental Executive Retirement Plan (the "SERP") which closes the SERP as of Dec. 10, 2008 to new participants.

In addition, the Board approved amendments to the Company's Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan"), effective as of Jan. 1, 2009, which make design changes to the plan, including the following:

Ж          Establishing a new base salary threshold for participants' of
$150,000;

Ж          Modifying the matching contribution formula (from 100 percent match

of the first 2 percent contributed and 50 percent of the next 4 percent contributed, to 50 percent of the first 8 percent contributed); and

Ж Modifying the time and form of payments rule in certain circumstances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

             Exhibit                           Description

             4.01       Amendment to Stockholder Protection Rights Agreement,
                        dated as of Dec. 11, 2008.

             99.01      Press Release dated Dec. 11, 2008.