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

Election of Officers

Effective August 26, 2009, the following officers were elected to the positions as described below:

Benjamin G.S. Fowke III, 51, was elected as President and Chief Operating Officer of Xcel Energy Inc. (the "Company"). Mr. Fowke had been serving as Executive Vice President and Chief Financial Officer of the Company since December 2008, and served as Vice President and Chief Financial Officer of the Company from October 2003 to December 2008. In his prior positions, Mr. Fowke served as the principal financial officer of the Company.

David M. Sparby, 55, was elected as Vice President and Chief Financial Officer of the Company and will begin serving as the Company's principal financial officer. Mr. Sparby had been serving as the President, Director and Chief Executive Officer of Northern States Power Company, a Minnesota corporation ("NSP-Minnesota"), since August 2008, and previously served as Executive Vice President and Director, Acting President and Chief Executive Officer, NSP-Minnesota, from January 2007 to August 2008. Prior to that, Mr. Sparby served as the Vice President, Government and Regulatory Affairs, Xcel Energy Services Inc., from September 2000 to January 2007.

Richard C. Kelly will continue to serve as the Company's Chairman and Chief Executive Officer.

All officers hold their offices until the earlier of their death, disqualification, resignation or removal or until a successor is elected and qualifies.

Compensatory Arrangements of Certain Officers

In connection with the assumption of his increased responsibilities, effective August 26, 2009, Mr. Fowke's annual salary was increased from $645,000 to $660,000. In addition, Mr. Fowke's annual incentive award target for 2009 was increased to 70% of salary from 65% of salary.

In connection with the assumption of his increased responsibilities, effective August 26, 2009, Mr. Sparby's annual salary was increased from $345,000 to $470,000. In addition, his annual incentive award target for 2009 was increased to 65% of salary from 50% of salary, and Mr. Sparby was also named as a Tier 1 Participant under the Company's Senior Executive Severance and Change in Control Policy. As a result, if Mr. Sparby is terminated, including a voluntary termination following a diminution in salary, benefits or responsibilities, within two years following a change in control of the Company, he will be eligible to receive the following increased benefits: (i) a cash payment of three times his annual base salary and target annual incentive award instead of two times such amount, (ii) a cash payment for the value of additional retirement savings and pension credits for three years as opposed to two years,
(iii) continuation of his medical, dental and life insurance, financial planning and perquisite allowance benefits for three years instead of two years, and
(iv) an additional cash payment to make him whole for any excise tax on excess parachute payments that he may incur.

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