Prior to Aug. 31, 2007

EX-10.31 3 a2182843zex-10_31.htm EXHIBIT 10.31

Exhibit 10.31

Compensation Practices for Xcel Energy Non-Employee Directors

The following table provides information on our compensation and reimbursement practices for non-employee directors. Mr. Kelly, who is employed by us, does not receive any compensation for his Board activities.

	Prior to Aug. 31, 2007		After Sept. 1, 2007
Annual Director Retainer	$	40,000	$	80,000
Lead Director Retainer	—		15,000
Board Meeting Attendance Fees (per meeting)	1,500		—
Telephonic Meeting Attendance Fees (per meeting)	650		—
Committee Meeting Attendance Fees (per meeting)	1,500		—
Additional Retainer for Committee Chair:
Governance, Compensation & Nominating Committee	5,000		5,000
Nuclear, Environmental and Safety Committee*	5,000		5,000
Audit Committee	10,000		10,000
Finance Committee	5,000		5,000
Audit Committee Member Retainer	5,000		5,000
Stock Equivalent Units	75,000		80,000

* The Nuclear, Environmental and Safety Committee was formally known as the Operations, Nuclear and Environmental Committee. The Name was changed Dec. 12, 2007.

We have a Stock Equivalent Plan for Non-Employee Directors to more closely align directors’ interests with those of our shareholders. Under this Stock Equivalent Plan, directors may receive an annual award of stock equivalent units with each unit having a value equal to one share of our common stock. Stock equivalent units do not entitle a director to vote and are only payable as a distribution of whole shares of the Company’s common stock upon a director’s disability or termination of service. The stock equivalent units fluctuate in value as the value of our common stock fluctuates. Additional stock equivalent units are accumulated upon the payment of, and at the same value as, dividends declared on our common stock.

On May 24, 2007, each non-employee director of the Company received an award of 3,286.59 stock equivalent units representing $75,000 in cash value.