Exhibit 10.08


 


 XCEL ENERGY INC.


NON-EMPLOYEE DIRECTORS


DEFERRED COMPENSATION PLAN


 


(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)


 


The Xcel Energy Inc. Non-Employee Directors Deferred
Compensation Plan, as it may be amended from time to time (the “Plan”), permits
directors to defer compensation for performance of services as a director of
Xcel Energy Inc. (the “Company”).  Each
director of the Company who is not receiving compensation as an employee of the
Company is eligible to participate.  The
Plan was formerly known as the Northern States Power Company Non-Employee
Directors Deferred Compensation Plan, effective October 1, 1988, and on August 21,
2000, became known as the Xcel Energy Inc. Non-Employee Directors Deferred
Compensation Plan, and was amended and restated effective as of January 1,
2005. During the period from and after January 1, 2005 and until the
effective date of this Restatement, the Plan has been operated in good faith
compliance with IRS Notice 2005-1, proposed and final regulations under
Internal Revenue Code (“Code”) Section 409A, and other applicable
guidance. Pursuant to such guidance, directors were provided the opportunity to
make transitional elections regarding the payment of their account as described
in Section 2.02.


 


1.                                      Election to Defer Compensation


 


1.01                         Time
of Election.  Any election to defer
compensation shall be made within thirty (30) days of an individual’s election
to the Board of Directors of the Company or, if the election to defer
compensation is requested during a term of office as a director, such election
must be made in advance of any calendar year to which the election to defer
compensation is to be applicable.


 


1.02                         Period
of Election.  An election to defer
compensation shall be applicable to compensation received for services
beginning immediately after election to the Board of Directors of the Company
or, if the election is first made during a term of office, then beginning as of
the calendar year next following the calendar year in which the election is made.  The deferral election shall continue until
the termination of service as a director or may be terminated prior thereto by
notice to discontinue deferral, effective as of the end of any calendar year
ending after the notice is received by the Company.  For purposes of the Plan, “termination of
service” as a director shall mean termination (by death, retirement or
otherwise) of the director’s service as a director of the Company (including
all affiliates of the Company) or, if later, a director’s separation from
service within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code of 1986, as amended from time to time, and the guidance
and regulations issued thereunder.


 


1.03                         Amount
of Deferral.  An election to defer
compensation may include all or a specified portion of compensation for
services as a member of the Board of Directors of the Company, and may be
expressed as a monthly amount or as a 


 

















 


percentage of
compensation, or in either case, within a category of compensation.  A deferral may not include reimbursable
expenses.


 


1.04                         Notices
for Deferrals.  An election to defer
compensation shall be made on a form provided by the Company.  A notice to discontinue deferral shall be in
writing.  The election form and any
notice to discontinue deferral shall be delivered or mailed to the Secretary of
the Company and shall be deemed made upon receipt.


 


2.                                      Account Accrual and Disbursement


 


2.01                         Deferred
Compensation Account.  The Company will
maintain an account on its record to which it will credit each participating
director’s accruals under this Plan.  A
director’s account may be divided into two or more subaccounts as the Company
determines necessary or desirable for the administration of the Plan.  Until payment of a lump-sum or commencement
of installment payments, an additional amount shall be credited to the account
at the end of each calendar quarter at the following rate:


 


The average of the rate at which 30 day U.S. Treasury
Bills are sold in the first auction of each month during a calendar quarter
plus 100 basis points, which rate on an annualized basis shall be applied:


 


a)                                      to
the account balance at the beginning of the quarter; and


 


b)                                     to
any deferred compensation accruing to the account during the quarter from the
date of such accrual.


 


2.02                         Payment
of Deferred Account


 


The Company shall pay, or commence to pay, to a
director (or, in the event of the director’s death, his/her beneficiary) the
amount credited to the director’s account in accordance with one of the
following methods as elected by the director:


 


a)                                      in
a single distribution to be made no later than January 31st of
the calendar year next following the calendar year in which the director’s
termination of service occurs;


 


b)                                     in
ten annual installments to be paid commencing no later than January 31st of the calendar year next following the
calendar year in which the director’s termination of service occurs and
continuing each January 31st of each calendar year thereafter until the
account is fully paid.  If the director
dies before his/her entire account has been fully paid, then the remaining
installment payments shall be paid to the director’s beneficiary at the same
time as they would have been paid to the director.


 


A director may only make one distribution election
under the Plan, except as provided in the introductory section above.  Such election shall be made at the time of
the director’s initial deferral election under the Plan pursuant to Section 1.01.  The distribution election must be made 


 


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in writing on a form approved by the Company.  Once made (except as provided in the
introductory section above), the distribution election shall be irrevocable.


 


2.03                         Additional
Payments After Beginning of Installment Payments.  An additional amount shall be paid with each
installment payment determined by the rate stated in Section 2.01 above
applied to the balance of the account immediately following each preceding
payment.


 


2.04                         Payment
of Deferred Account After Death.  Upon
the death of a director prior to the commencement of payment of the deferred
account, the director’s account balance shall be paid as soon as practical to
the director’s beneficiary in a single distribution.


 


3.                                      Miscellaneous.


 


3.01                         Unsecured
Account.  A director shall have an
unsecured claim against the general assets of the Company to the extent of the
accrued account and no director or beneficiary will have any greater rights
than any other general creditor.


 


3.02                         Restriction
on Assignment.  No interest in any
deferred account or the interest of any beneficiary thereunder can be assigned,
alienated, or encumbered (voluntarily or involuntarily), directly or
indirectly.


 


3.03                         Plan
Administration.  The Administrator of
this Plan shall be the Principal Finance Officer of the Company who shall have
the authority to adopt rules and procedures for implementing the Plan and
to interpret and implement the provisions thereof. Day to day administrative
tasks are delegated to the Executive Compensation Group within Human Resources.
The Company intends the Plan to be in full compliance with Section 409A of
the Code and the regulations and guidance issued thereunder to the extent
applicable, and the Plan shall be construed, interpreted and administered in a
manner consistent with this intent.


 


3.04                         Beneficiaries.  For purposes of this Plan, a director’s
beneficiary shall be the estate of the director unless by written notice
delivered to the Company prior to death, the director has designated other
beneficiaries under this Plan.


 


3.05                         Successors.  The obligations of the Company hereunder
shall be binding upon any and all successors and assigns of the Company.


 


4.                                      Amendment and Termination.  This Plan may be amended, modified or
terminated by the Board of Directors of the Company.  Other than as permitted in the last sentence
of this Section 4, no amendment, modification or termination shall
adversely affect any participant’s rights with respect to any amount accrued in
such director’s account without the consent of the affected director.  In the event of the termination of the Plan,
no further deferrals shall be made under the Plan, but the accounts of
directors maintained under the Plan at the time of termination shall continue
to be governed by the terms of the Plan until paid out in accordance with the
terms of the Plan, unless, to the extent permitted by Code Section 409A,
the Board of Directors of the Company, in its sole discretion, shall 


 


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change the time and/or manner of distribution of
accounts to pay out immediately in a single distribution.


 


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