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