EXHIBIT 10.24
NORTHERN STATES POWER COMPANY
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN
Eligibility and Purpose
The Northern States Power Company Deferred Compensation Plan permits
directors to defer compensation for performance of services as a director of the
Company. Each director of the Company who is not receiving compensation as an
employee of the Company is eligible to participate.
1. Election to Defer Compensation
1.01 Time of Election. The election to defer compensation shall be
made in advance of election to the Board of Directors and, if during a term of
office, in advance of any anniversary date of election by the shareholders.
1.02 Period of Election. An election to defer compensation shall be
applicable to services beginning immediately after election to term of an office
or, if during a term of office, immediately after any anniversary of such
election. The deferral shall continue until the termination of service as a
director or may be terminated prior thereto by notice to discontinue deferral at
the end of any term of office or anniversary of election by the shareholders to
a term of office.
1.03 Amount of Deferral. An election for deferral may include all
or a specified portion of compensation 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.
2. Account Accrual and Disbursement.
2.01 Deferred Compensation Account. The Company will maintain an
account on its records to which it will credit accruals under this Plan. Until
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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 Election of Distribution. The method and schedule of payment
of a deferred account may be changed for future accruals beginning immediately
after any annual meeting of shareholders. Changes in the amount and schedule of
payments may be made after the beginning of any annual period as provided in
Section 2.04.
2.03 Payment of Deferred Account
a) If a lump-sum payment is elected, the payment may be
made not earlier than January 15 of the year following
termination of service as a director.
b) If installment payments are selected, and no other
schedule of payment is selected, the account will be paid in
quarterly payments in amounts equal to 1/20th of the account
balance at the end of the year in which service as a director
is terminated beginning on the succeeding January 15 until
fully paid.
c) If alternative installment payments are elected, the
schedule of payments shall conform the following criteria:
(1) The payment schedule shall provide for
payments each calendar quarter in amounts not less
than 1/20th or monthly payments of not less than
1/60th of the account
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balance at the end of the calendar quarter
immediately preceding the first payment.
(2) The payments shall begin not earlier than
January 15 of the year following termination of
service as a director.
(3) The payments shall commence not later than
the 15th day of the first month of the calendar
quarter following the attainment of age 72.
Payments shall be made on the 15th day of each calendar
quarter of the 15th day of each month, as applicable.
2.04 Special Distribution. A change in the distribution of a
Participant's accrued account may be requested in writing to the Company by:
a Participant;
a beneficiary of the Participant after
Participant's death; or
in the event of the mental disability of a
Participant, the personal representative or
in the absence thereof, the next of kin of
a Participant.
If the request is made before the calendar year in which a lump-sum
distribution was to be made or in which installment payments were to begin, the
requested change in distribution shall be granted provided the request conforms
to the criteria in Section 2.03(c).
If the request occurs later than the year before a lump-sum
distribution was to be made or in which installment payments were to begin, the
request shall be referred to the Committee of the Board of Directors which is
responsible for recommending pay levels for senior officers of the Company. If
the Committee determines that the failure to grant the request would result in
financial hardship, the Committee shall grant such request to the extent of the
financial hardship.
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2.05 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.
2.06 Payment of Deferred Account After Death. Upon the death of a
participant prior to the full payment of the deferred account, any unpaid amount
shall be paid as soon as practical to the estate of the participant unless by
written notice delivered to the Company prior to death, the participant has
designated other beneficiaries.
3. Miscellaneous.
3.01 Unsecured Account. A participant shall have an unsecured claim
against the general assets of the Company to the extent of the accrued account
and no participant 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.
4. Amendment and Termination. This Plan may be amended, modified or
terminated by the Board of Directors of the Company. No amendment, modification
or termination shall adversely affect any participant's rights with respect to
any amount accrued in such participant's account without the consent of the
affected participant.
10/1/88