As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/27/06  Xcel Energy Inc                   10-K       12/31/05   15:5.2M                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report Pursuant to Section 13 and 15(D)      HTML   3.07M 
 2: EX-4.13     Amendment to the Credit Agreement Dated Nov. 4,     HTML     97K 
                          2005 Between Xcel and Various Lenders                  
 3: EX-4.48     Amendment to the Credit Agreement Dated April 21,   HTML     94K 
                          2005 Between Nsp-Mn and Various Lenders                
 4: EX-4.64     $50,000,000.00 Revolving Line of Credit Note        HTML     38K 
                          Between Psc-Co and Wells Fargo Bank                    
                          12/1/2005                                              
 5: EX-4.65     Amendment to the Credit Agreement Dated April 21,   HTML    118K 
                          2005 Between Psc-Co and Various Lenders                
 6: EX-10.37    Material Contracts                                  HTML     35K 
 7: EX-10.38    Material Contracts                                  HTML     20K 
 8: EX-12.01    Statements of Computation of Ratio of Earnings to   HTML     32K 
                          Fixed Charges                                          
 9: EX-21.01    Subsidiaries of the Xcel Enegy, Inc.                HTML     27K 
10: EX-23.01    Consents of Independent Auditors                    HTML     19K 
11: EX-24.01    Written Consent Resolution of the Board of          HTML     30K 
                          Directors of Xcel Energy Inc., Adopting                
                          Power of Attorney                                      
12: EX-31.01    302 Certification                                   HTML     16K 
13: EX-31.02    302 Certification                                   HTML     16K 
14: EX-32.01    906 Certification                                   HTML     15K 
15: EX-99.01    Statement Pursuant to Private Securities            HTML     14K 
                          Litigation Reform Act of 1995                          

Exhibit 10.38

 

Directors’ Compensation

 

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.

 

 

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, which is filed as Exhibit 10.16 to this Form 10-K, 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 26, 2005, each non-employee director of the Company received an award of 2,916 stock equivalent units representing approximately $52,800 in cash value. Mr. Richard H. Truly was elected to the board of directors in September 2005 and, in October 2005, Mr. Truly received a pro-rated portion of stock equivalent units valued at approximately $37,100 or 2,053 units. Additional stock equivalent units were accumulated during 2005 as dividends were paid on our common stock.

 

Prior to 2005, directors were able to participate in a deferred compensation plan that provided for deferral of director retainer and meeting fees until after retirement from the Board. A director could defer director retainer and meeting fees into the Stock Equivalent Plan. A director who elected to defer compensation under this plan may receive a premium of 20% of the compensation that is deferred. In December 2004, the Board amended a number of executive and director compensation plans, including the Stock Equivalent Plan for Non-Employee Directors and the Non-Employee Directors Deferred Compensation Plan, in part to comply with deferred compensation requirements of new Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as added by Section 885 of the American Jobs Creation Act of 2004, and other legislation. As a result of the amendments, participation in the Stock Equivalent Plan for Non-Employee Directors and the Non-Employee Directors Deferred Compensation Plan was frozen. The plans will continue to operate in accordance with their terms with respect to amounts deferred and/or awarded prior to January 1, 2005. It is expected that the plans will be amended in 2006 in order to achieve compliance with the new deferred compensation requirements.

 

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