Exhibit 10.03


 


UNITED STATES DISTRICT COURT


DISTRICT OF MINNESOTA


 


	
  In re
  Xcel Energy, Inc., Securities,

  	
   

  	
   

  
	
  Derivative
  & “ERISA” Litigation

  	
   

  	
  Master
  File No. 02-2677 (DSD/FLN)

  
	
   

  	
   

  	
  MDL No.
  1511

  
	
   

  	
   

  	
   

  
	
  This
  Document Relates To:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SHAREHOLDER
  DERIVATIVE ACTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Edith
  Gottlieb v. Xcel Energy, Inc., et al.

  	
   

  	
  Civil
  Action No. 02-2931

  



 


STIPULATION OF SETTLEMENT


 


This
STIPULATION OF SETTLEMENT (the “Stipulation”) is made and entered into as of December 31,
2004 by and between the plaintiff in the above-captioned derivative action (the
“Derivative Action”) pending in the United States District Court for the
District of Minnesota (the “Court”), nominal defendant Xcel Energy, Inc. (“Xcel”
or the “Company”), and individual defendants James J. Howard, Wayne H. Brunetti,
C. Coney Burgess, David A. Christensen, R.R. Hemminghaus, A. Barry Hirschfeld,
Douglas W. Leatherdale, Albert F. Moreno, Margaret A. Preska, A. Patricia
Sampson, Allan L. Schuman, Rodney E. Slifer, W. Thomas Stephens, and Edward J.
McIntyre, by their undersigned counsel, as set forth below:


 


WHEREAS,
plaintiff alleged in her derivative complaint, filed on behalf of Xcel on or
about August 15, 2002, that the above-named Derivative Defendants, in
their capacity as directors and/or officers of Xcel, breached their fiduciary
duties to Xcel and its shareholders in connection with alleged improper energy
trading practices; and


 


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WHEREAS,
plaintiff filed her First Amended Shareholder Derivative Action Complaint on
behalf of Xcel on or about January 15, 2004 (the “Amended Complaint”).  The Amended Complaint included allegations
related to the Derivative Defendants’ conduct in connection with, inter  alia,
allegedly false and misleading public representations over an eighteen-month
period regarding the likely adverse impact of NRG’s worsening financial
condition on Xcel’s liquidity, access to credit, and continuing financial
viability, and the likelihood that Xcel would be unable to continue paying its
traditional $1.50 annual dividend in light of its mounting financial problems;
and


 


WHEREAS,
following full briefing and argument, by Order dated July 12, 2004, the
Court dismissed plaintiff’s Amended Complaint with prejudice for failure
adequately to allege demand futility with particularity; and


 


WHEREAS,
on August 10, 2004, plaintiff filed a Notice of Appeal of the Court’s
dismissal of the Amended Complaint with the United States Court of Appeals for
the Eighth Circuit; and


 


WHEREAS,
pursuant to the briefing schedule set by the appellate court, plaintiff
filed her opening brief in support of her appeal on October 4, 2004, the
Derivative Defendants filed their brief in opposition on November 3, 2004,
and plaintiff filed her reply brief on November 17, 2004; and


 


WHEREAS,
pending the scheduling by the appellate court of oral argument on plaintiff’s
appeal, the parties began active negotiations of a potential resolution of the
Derivative Action pursuant to a proposed global settlement of all outstanding
claims against the Company and/or certain named officers and directors brought
in the captioned multidistrict litigation proceeding; and


 


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WHEREAS,
pursuant to these arm’s-length and good faith negotiations, the parties determined
that it would be in the best interests of Xcel and its shareholders to resolve
the Derivative Action, subject to final Court approval, on the terms and
conditions of this Stipulation; and


 


WHEREAS,
the parties have requested that the Eighth Circuit remand the Derivative Action
to the District Court for purposes of settlement proceedings, and such request
was granted by Order dated December 28, 2004;


 


NOW,
THEREFORE, it is hereby stipulated and agreed, pursuant to Rule 23.1 of the
Federal Rules of Civil Procedure and subject to the approval of the Court, that
the Derivative Action shall be settled upon and subject to the following terms
and conditions:


 


DEFINED TERMS


 


1.                                       As
used herein, the following terms shall have the following meaning:


 


a.                                       “Current
Shareholders” means all shareholders of Xcel as of December 27, 2004.


 


b.                                      “Derivative
Action” means Gottlieb v. Xcel Energy, Inc., et al., Civil No. 02-2931,
Master File No. 02-2677 (DSD/FLN), MDL No. 1511, filed in the United States
District Court for the District of Minnesota.


 


c.                                       “Derivative
Defendants” means, collectively, James J. Howard, Wayne H. Brunetti, C. Coney
Burgess, David A. Christensen, R.R. Hemminghaus, A. Barry Hirschfeld, Douglas
W. Leatherdale, Albert F. Moreno, Margaret A. Preska, A. Patricia Sampson,
Allan L. Schuman, Rodney E. Slifer, W. Thomas Stephens, and Edward J. McIntyre.


 


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d.                                      “Effective
Date” means the third court day following the date on which the Court’s
judgment approving this Stipulation and dismissing the Derivative Action with
prejudice and on the merits, substantially in the form attached hereto as
Exhibit B, becomes Final.  As used in
this Stipulation, “Final” means the date upon which the Court’s judgment
becomes not subject to further appeal or review.  Thus, “Final” means, without limitation, the
date of expiration of the time for the filing or noticing of any appeal from
the final judgment of the Court without any appeal being filed therein; or, if
an appeal is filed in this Derivative Action, the latest of the dates upon
which the judgment in this Derivative Action is finally affirmed on appeal, or
the appeal is finally dismissed without any request for further discretionary
review of such appellate decision; or, if further discretionary review of such
appellate decision is sought, the latest date upon which such discretionary
review is denied or, if granted, results in final affirmance of the judgment in
this Derivative Action.


 


e.                                       “Plaintiff’s
Counsel” means the firms of Morris and Morris LLC Counselors At Law, Law
Offices of Bruce G. Murphy, Eckart & Leonetti, P.A. and Head, Seifert &
Vander Weide.


 


f.                                         “Preliminary
Approval” means the date on which the Court enters an order substantially in
the form of Exhibit A hereto preliminarily approving this Stipulation and
authorizing the form of notice (as agreed to by the parties).


 


g.                                      “Released
Parties” means Xcel and individual defendants James J. Howard, Wayne H.
Brunetti, C. Coney Burgess, David A. Christensen, R.R. Hemminghaus, A. Barry
Hirschfeld, Douglas W. Leatherdale, Albert F. Moreno, Margaret A. Preska, A.
Patricia Sampson, Allan L. Schuman, Rodney E. Slifer,


 


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W. Thomas
Stephens, and Edward J. McIntyre, and all other persons who served as officers,
directors, or employees of Xcel at any time during the time period encompassed
by the Derivative Action, up to and including the Effective Date, and their
respective heirs, spouses, immediate family members, personal representatives,
estates, administrators, insurers, reinsurers, successors and assigns.


 


h.                                      “Securities
Actions” means the actions asserting claims under the federal securities laws
that have been consolidated under the caption In re Xcel Energy, Inc.
Securties Litigation, Master File No. 02-2677 (DSD/FLN), in the United
States District Court for the District of Minnesota.


 


i.                                          “Settlement”
means the settlement of the Derivative Action contemplated by this Stipulation.


 


j.                                          “Settled
Claims” means and includes all claims, actions, allegations, causes of action
in law or equity, suits, demands, defenses, counterclaims, set-offs, damages,
rights and liabilities whatsoever, whether foreseen or unforeseen, matured or
unmatured, known or unknown (including “Unknown Claims” as defined below),
accrued or not accrued, suspected or unsuspected, fixed or contingent,
liquidated or unliquidated, that could have been asserted derivatively on
behalf of Xcel, whether brought under common law, statute, rule, regulation or
other source of legal obligation, whether federal, state, or otherwise and in
whatever forum, by the plaintiff herein or by Xcel or by any of its
shareholders or any other person or entity on behalf of Xcel, against any
Released Party, arising out of, relating to, connected with, or based in whole
or in part on the claims that were made or that could have been made or
litigated in the Derivative Action or any of the facts, transactions,
circumstances, statements, omissions, actions, inactions,


 


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events
or other matters occurring at any time up to and including the Effective Date
that are raised in or referred to in the pleadings and papers filed in, or
embraced in or in any way connected with or related to, the subject matter of
the Derivative Action or any of the actions coordinated under the caption In
re Xcel Energy, Inc. Securities, Derivative and “ERISA” Litigation, MDL No.
1511, Master File No. 02-2677 (DSD/FLN).


 


k.                                       “Unknown
Claims” means claims which Xcel, the plaintiff, or shareholders of Xcel do not
know or suspect to exist in Xcel’s favor at the time of their granting a
release of the Settled Claims, which, if known by them, might have affected
their settlement of the Derivative Action. 
Solely with respect to any and all Settled Claims, it is the intention
of the parties hereto that, upon the Effective Date, Xcel, the plaintiff and
each Current Shareholder of Xcel shall be deemed to have, and by operation of
the Final Judgment shall have, expressly waived and relinquished, to the
fullest extent permitted by law, the provisions, rights and benefits of any
statute or law that might otherwise render a general release unenforceable with
respect to Unknown Claims, including the provisions, rights and benefits of §1542
of the California Civil Code, which provides: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”  The Plaintiff, Xcel and each of the Current
Shareholders of Xcel shall be deemed to have acknowledged, and by operation of
the Final Judgment acknowledges, that he, she or it is aware that he, she or it
may hereafter discover facts in addition to or different from those which he,
she or it now knows or believes to be true with respect to the subject matter
of this release, but that it is his, her or its intention to fully, finally and
forever settle and release, and Xcel,


 


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the
plaintiff and each Current Shareholder shall be deemed, upon the Effective
Date, to have, fully, finally, and forever settled and released, any and all
Settled Claims, whether or not concealed or hidden, which now exist, may
hereafter exist or may heretofore have existed, without regard to the
subsequent discovery or existence of such different or additional facts.


 


SCOPE AND EFFECT OF SETTLEMENT


 


2.                                       This
Stipulation shall be a full and final disposition of the Derivative Action as
against the Derivative Defendants, and of any and all Settled Claims as against
all Released Parties, on the merits and with prejudice, with each party to bear
its own respective costs, fees and expenses except as expressly provided for
herein or in any order of the Court.


 


3.                                       Upon
the Effective Date, plaintiff and all Xcel shareholders, derivatively on behalf
of Xcel, and on their own behalf and on behalf of their respective
predecessors, successors, affiliates, heirs, executors, administrators, and
assigns, and any person they represent, shall, by operation of the Final Order
in the Derivative Action, release and be deemed to release and forever
discharge, and shall forever be enjoined from asserting, any Settled Claims
against any of the Released Parties.


 


THE SETTLEMENT


 


4.                                       In
connection with the Settlement of the Derivative Action, the Company has agreed
to enact the following corporate governance measures:


 


a.                                       The
Charter of the Audit Committee of the Board of Xcel will be amended as follows:


 


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(i)                                     Section C
“Committee Size and Members’ Qualifications” is amended by adding that at least
one member of the Audit Committee must also serve on the Finance Committee.


 


(ii)                                  Section D
“Specific Duties” is amended by adding a new sub-section “7” as follows:


 


Coordinate
and consult with the Finance Committee for the purposes of receiving all
reasonably available information pertinent to considering whether the Company’s
audited and unaudited financial disclosures appropriately disclose material
financial and operational risk exposures in a manner consistent with GAAP
[General Accepted Accounting Principles] and other applicable laws and
regulations.


 


(iii)                               Section E “Meetings”
is amended by changing the minimum number of times the Audit Committee is
required to meet from four to no fewer than five times per year.


 


(iv)                              Each
of these corporate governance changes has been specifically reflected in a
Corporate Resolution reviewed and approved by the Board of Directors of Xcel,
subject to the occurrence of the Effective Date of this Settlement.  Upon the occurrence of the Effective Date,
the Secretary of the Corporation will prepare the restated Audit Committee
Charter reflecting the amendments set forth in the Corporate Resolution and
make prompt public disclosure of such restated Charter in a manner consistent
with applicable laws and regulations.


 


b.                                      The
Charter of the Finance Committee of the Board of Xcel will be amended as
follows:


 


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(i)                                     Section C
“Membership and Qualifications” is amended by adding the requirement that the
Committee shall at all times include as one of its members a member of the
Audit Committee.


 


(ii)                                  Section D
“Specific Duties,” sub-section “4” is amended as reflected by the addition
of the following italicized language:


 


4.                                       Meet
periodically with management to review the Company’s major financial and operational risk exposure and the steps management has
taken to monitor and control such exposure. 
Coordinate and consult with the Audit Committee for
the purpose of sharing information pertinent to the Audit Committee’s
consideration of whether the Company’s audited and unaudited financial
disclosures appropriately disclose material financial and operational risk
exposures in a manner consistent with GAAP and other applicable laws and
regulations.  Review and
recommend to the Board of Directors the parameters for financial operations
(including allowable investments) for each Xcel Energy Company.


 


(iii)                               Section E “Meetings”
is amended by granting to the members of the Committee the power to call a
meeting whenever a majority of the Committee should decide it is necessary or
advisable.


 


(iv)                              Each
of these corporate governance changes has been specifically reflected in a
Corporate Resolution reviewed and approved by the Board of Directors of Xcel,
subject to the occurrence of the Effective Date of this Settlement.  Upon the occurrence of the Effective Date,
the Secretary of the Corporation will prepare the restated Finance Committee
Charter reflecting the amendments set forth in the Corporate Resolution, and
make prompt public


 


9





















 


disclosure
of such restated Charter in a manner consistent with applicable laws and
regulations.


 


c.                                       The
Charter of the Governance, Compensation and Nominating Committee of the Board
of Xcel will be amended as follows:


 


(i)                                     Section E
“Meetings” is amended to impose a minimum number of meetings per year for the
Committee, as reflected by the following italicized language: “The Committee
shall meet as frequently as necessary, but not fewer than four
times per year in order to carry out its responsibilities under this
Charter.”


 


(ii)                                  This
corporate governance change has been specifically reflected in a Corporate
Resolution reviewed and approved by the Board of Directors of Xcel, subject to
the occurrence of the Effective Date of this Settlement.  Upon the occurrence of the Effective Date,
the Secretary of the Corporation will prepare the restated Governance,
Compensation and Nominating Committee Charter reflecting the amendment set
forth in the Corporate Resolution, and make prompt public disclosure of such
restated Charter in a manner consistent with applicable laws and regulations.


 


d.                                      In
addition to the above specific amendments to the Charters of the Audit, the
Finance and the Governance, Compensation and Nominating Committees of Xcel,
pursuant to the Settlement, the directors of Xcel further will direct
management of the Company (subject to the occurrence of the Effective Date) to:
(i) undertake an internal assessment of the information and communications
processes, systems and controls presently in place at the Company necessary to
allow the Board to remain appropriately


 


10





















 


informed
of significant issues, conditions and developments at the Company; (ii) develop
proposals to improve, if appropriate, such information and communications
processes, systems and controls; and (iii) report to the Board of Directors
within 180 days of the Effective Date the results of said internal assessment,
together with any such proposals.


 


e.                                       The
directors of Xcel will further direct management of the Company (subject to the
occurrence of the Effective Date) to: (i) undertake an internal review of the
processes in place to ensure that senior management, the Audit Committee and
the Finance Committee are each appropriately informed regarding the company’s
material financial commitments and credit arrangements, and the reporting of
significant conditions and contingencies relevant thereto; (ii) develop
proposals to improve, if appropriate, such processes; and (iii) report to the
Board of Directors within 180 days of the Effective Date the results of said
internal review, together with any such proposals.


 


f.                                         Finally,
the Company’s “Guidelines on Corporate Governance” will be amended as follows:


 


(i)                                     Section B
“Director Orientation and Continuing Education” will be amended as reflected by
the following italicized language:


 


Such
orientation or continuing education shall, at a minimum, cover the Xcel Energy
business, organizational, technical, financial, legal, regulatory and
competitive challenges and opportunities, as well as the Company’s
material financial commitments and credit arrangements.


 


(ii)                                  Section H
“Meetings” will be amended as reflected by the following italicized language:


 


The
Board will meet a minimum of seven times per year. One of these
seven meetings will be an annual


 


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strategic
board retreat at which an annual “State of the Company” presentation from the
CEO will be offered. and during which major strategic issues facing the Company
will be discussed by the directors and senior management.


 


(iii)                               Amend Section J “Independence”
by adding appropriate language to extend the three year “cooling off” period
dictated by the New York Stock Exchange independence standards to a four-year “cooling
off” period.


 


(iv)                              Each
of these corporate governance changes has been specifically reflected in a
Corporate Resolution reviewed and approved by the Board of Directors of Xcel,
subject to the occurrence of the Effective Date of this Settlement.  Upon the occurrence of Effective Date, the
Secretary of the Corporation will prepare the restated “Guidelines on Corporate
Governance” reflecting the amendments set forth in the Corporate Resolution,
and make prompt public disclosure of such restated “Guidelines on Corporate
Governance” in a manner consistent with applicable laws and regulations.


 


SUBMISSION AND APPLICATION TO THE COURT


 


5.                                       As
soon as practicable after this Stipulation has been executed, the parties will
apply to the Court for preliminary approval of the proposed Settlement and for
entry by the Court of an order substantially in the form annexed hereto as
Exhibit A (the “Preliminary Order”), which shall provide, among other things,
that:


 


a.                                       A
hearing (the “Fairness Hearing”) shall be held at a time and date to be set by
the Court, to:  (i) determine whether the
proposed Settlement and its terms as set forth in the Stipulation are fair,
reasonable and adequate and should be approved by the Court, (ii) determine
whether an order and final judgment should be entered, and


 


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(iii) consider
the application of plaintiff’s counsel for an award of fees and reimbursement
of costs and expenses;


 


b.                                      Notice
of the pendency of the proposed Settlement of the Derivative Action shall be
made in the consolidated Notice of Pendency of Class Action and Derivative
Action, Proposed Settlements, Motions for Attorneys’ Fees and Settlement
Fairness Hearing (the “Notice”).  The
Notice, substantially in the form attached hereto as Exhibit C, shall be
disseminated by first-class mail to all Current Shareholders at least 45 days
prior to the Fairness Hearing.


 


c.                                       A
joint Summary Notice Of Class Action Securities Litigation And Derivative
Litigation Settlement (the “Summary Notice”), substantially in the form
attached hereto as Exhibit D, for both the Securities Actions and the
Derivative Action shall be published in the national edition of the Wall
Street Journal and the Minnapolis Star-Tribune and St. Paul
Pioneer Press within ten days of the mailing of the Notice.


 


d.                                      The
cost of printing, mailing and publishing the Notice and Summary Notice, as well
as any incidental costs incurred in responding to or communicating with Current
Shareholders pursuant to the Notice and Summary Notice, shall be paid out of
the Notice Fund established pursuant to the Stipulation of Settlement in the
Securities Actions.


 


e.                                       The
parties agree that the procedures for providing the Notice and Summary Notice
prescribed in this Stipulation constitute the best notice practicable under the
circumstances and are consistent with the provisions of Rule 23.1 of the
Federal Rule of Civil Procedure and the requirements of due process.


 


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ORDER AND FINAL JUDGMENT


 


6.                                       The
Court will hold a Fairness Hearing pursuant to the Preliminary Order and the
Notice and Summary Notice, as provided by the Federal Rules of Civil
Procedure.  If the Stipulation (including
any modifications thereto made with the consent of the parties as provided for
herein) and the Settlement are approved by the Court following the Fairness
Hearing, the parties shall jointly request the Court to enter an Order and
Final Judgment substantially in the form attached hereto as Exhibit B (the “Final
Order”).


 


APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES


 


7.                                       Plaintiff’s
Counsel intend to submit an application to the Court for an award of attorneys’
fees and expenses in the amount of $250,000, with one-half of that amount to be
paid separately by Xcel and one-half to be treated as and paid as an expense of
the Securities Actions, pursuant to the Stipulation of Settlement of the
Securities Actions.  Defendants will not
oppose such an application.  Subject to
the terms and conditions of this Stipulation, Xcel agrees to pay Plaintiffs’
Counsel, within five (5) days
following the occurrence of the Effective Date, one-half of such fees and
expenses as may be awarded by the Court, up to a maximum payment by Xcel of
$125,000.  It is agreed that under no
circumstances shall Xcel be obliged to pay more than $125,000 towards Plaintiff’s
Counsel’s fees and expenses, and plaintiff and Plaintiff’s Counsel each hereby
waive any right to collect from Xcel any amount greater than $125,000 in
respect of Plaintiff’s Counsel’s fees, costs or expenses.


 


8.                                       It is agreed that the allowance or disallowance
by the Court of all or any part of any application by Plaintiff’s Counsel, as
described in the preceding paragraph, is not a term or condition of the
settlement set forth in this Stipulation, and that any order or proceeding relating


 


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thereto, or any appeal from any
such order, shall not operate to terminate or cancel this Stipulation.


 


EFFECTIVE DATE


 


9.                                       The
Settlement shall become effective on the Effective Date as that term is defined
at paragraph 1.d. above.


 


10.                                 In
the event the Settlement is not approved by the Court or the Settlement set
forth in this Stipulation is terminated or fails to become effective in
accordance with its terms, or if the Final Order is reversed or modified upon
appeal or certiorari (except as provided in this paragraph), the parties shall
be restored to their respective positions in the Derivative Action as of the
date hereof.  In such event, the terms
and conditions of this Stipulation shall have no further force and effect with
respect to the parties to the Derivative Action and neither this Stipulation
nor any negotiations, proceedings or statements had or made in connection with
it shall be used in this action or in any other proceeding for any purpose; any
judgment entered by the Court in accordance with the terms of this Stipulation
shall be treated as vacated, nunc pro tunc; and all parties hereto shall stand
in the same position, without prejudice, as if this Stipulation had not been
made or filed with the Court.  No order
of the Court (or modification or reversal on appeal of any order of the Court)
concerning the amount of any attorneys’ fees, costs, or expenses awarded by the
Court to Plaintiff’s Counsel shall constitute grounds for cancellation or
termination of this Stipulation.


 


GENERAL AND MISCELLANEOUS PROVISIONS


 


11.                                 This
Stipulation and any negotiations or proceedings relating to it are not, and
shall not be construed or deemed to be, an admission or


 


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concession by or on the part of the plaintiff of any
lack of merit of the claims asserted in the Derivative Action or an admission
or concession by or on the part of Xcel, the Derivative Defendants, or any of
them, of any fact asserted in the Derivative Action or any liability or
wrongdoing whatsoever in connection with the claims asserted in the Derivative
Action and the other matters referred to in this Stipulation.


 


12.                                 Neither
this Stipulation nor the fact of its existence nor the terms hereof, nor any
negotiation or proceedings hereunder, shall be offered or received in evidence,
or in any way referred to, in any action or proceeding in any court,
administrative agency or other tribunal for any purpose whatsoever other than
to enforce the provisions of this Stipulation or any other orders or judgments
entered pursuant thereto.


 


13.                                 The
parties to this Stipulation and their attorneys agree to cooperate fully with
one another in seeking Court approval of the Settlement and the dismissal with
prejudice of the appeal before the United States Court of Appeals for the
Eighth Circuit, and to use their best efforts to effect the prompt consummation
of this Stipulation and the proposed Settlement provided for hereunder.


 


14.                                 This
Stipulation shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, estates, parents, subsidiaries, affiliates,
insurers, reinsurers, successors and assigns, and any corporation or other
entity into or with which any party hereto may merge, consolidate or combine.


 


15.                                 This
Stipulation may be executed in counterparts, each of which shall be considered
an original, but all of which shall be considered one agreement.  All persons executing this Stipulation
represent that they have been authorized and empowered to do so.


 


16.                                 This
Stipulation merges any and all prior settlement discussions and agreements
among the plaintiff, Xcel and the Derivative Defendants or between any of
them.  This Stipulation constitutes the
entire agreement among the parties hereto with respect to the subject


 


16





















 


matter hereof and may not be modified or amended
except in writing signed by all parties hereto or by their duly authorized
representatives.


 


17.                                 Without
affecting the finality of the Final Order to be entered in accordance with this
Stipulation, the Court shall retain jurisdiction with respect to implementation
and enforcement of the terms of this Stipulation, and all parties hereto submit
to the jurisdiction of the Court for purposes of implementing and enforcing the
settlement embodied in this Stipulation.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Stipulation to be executed
by their duly authorized attorneys.


 


	
  December 31,
  2004

  	
   

  	
  /s/ JOHN M.
  NEWMAN, JR.

  	
   

  
	
   

  	
   

  	
  John M. Newman,
  Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ GEOFFREY J.
  RITTS

  	
   

  
	
   

  	
   

  	
  Geoffrey J.
  Ritts

  
	
   

  	
   

  	
  Jones Day

  
	
   

  	
   

  	
  North Point

  
	
   

  	
   

  	
  901 Lakeside
  Avenue

  
	
   

  	
   

  	
  Cleveland, OH 44114-1190

  
	
   

  	
   

  	
  (216) 586-3939

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ TIMOTHY R.
  THORNTON

  	
   

  
	
   

  	
   

  	
  Timothy R.
  Thornton

  
	
   

  	
   

  	
  Briggs &
  Morgan, P.A.

  
	
   

  	
   

  	
  2400 IDS Center

  
	
   

  	
   

  	
  80 South Eighth
  Street

  
	
   

  	
   

  	
  Minneapolis, MN
  55402

  
	
   

  	
   

  	
  (612) 334-8400

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEYS FOR
  ALL INDIVIDUAL

  
	
   

  	
   

  	
  DEFENDANTS
  EXCEPT

  
	
   

  	
   

  	
  JAMES J. HOWARD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  December 31,
  2004

  	
   

  	
  /s/ ERIC J.
  MAGNUSON

  	
   

  
	
   

  	
   

  	
  Eric J. Magnuson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ RACHNA B.
  SULLIVAN

  	
   

  
	
   

  	
   

  	
  Rachna B.
  Sullivan

  
	
   

  	
   

  	
  Rider Bennett
  LLP

  
	
   

  	
   

  	
  2000
  Metropolitan Centre

  
	
   

  	
   

  	
  333 South
  Seventh Street

  
	
   

  	
   

  	
  Minneapolis, MN
  55402

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEY FOR
  DEFENDANT

  
	
   

  	
   

  	
  JAMES J. HOWARD

  
								



 


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  December 31,
  2004

  	
   

  	
  /s/ JAMES L.
  ALTMAN

  	
   

  
	
   

  	
   

  	
  James L. Altman

  
	
   

  	
   

  	
  Assistant
  General Counsel

  
	
   

  	
   

  	
  Xcel Energy,
  Inc.

  
	
   

  	
   

  	
  800 Nicollet
  Mall, Suite 3000

  
	
   

  	
   

  	
  Minneapolis, MN
  55402-2023

  
	
   

  	
   

  	
  (612) 330-5500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEY FOR NOMINAL

  
	
   

  	
   

  	
  DEFENDANT XCEL
  ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  December 31,
  2004

  	
   

  	
  /s/ KAREN L.
  MORRIS

  	
   

  
	
   

  	
   

  	
  Karen L. Morris

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ PATRICK F.
  MORRIS

  	
   

  
	
   

  	
   

  	
  Patrick F.
  Morris

  
	
   

  	
   

  	
  MORRIS AND
  MORRIS LLC

  
	
   

  	
   

  	
  COUNSELORS AT
  LAW

  
	
   

  	
   

  	
  1105 North
  Market Street

  
	
   

  	
   

  	
  Suite 803

  
	
   

  	
   

  	
  Wilmington, DE
  19801

  
	
   

  	
   

  	
  (302) 426-0400

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  December 31,
  2004

  	
   

  	
  /s/ BRUCE G.
  MURPHY

  	
   

  
	
   

  	
   

  	
  Bruce G. Murphy

  
	
   

  	
   

  	
  LAW OFFICES OF
  BRUCE G. MURPHY

  
	
   

  	
   

  	
  265 Llwyds Lane

  
	
   

  	
   

  	
  Vero Beach, FL
  32963

  
	
   

  	
   

  	
  (772) 231-4202

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTORNEYS FOR
  PLAINTIFF

  
							



 


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