EX-99.d
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
TABLE OF CONTENTS
INTRODUCTION
ARTICLE I - FORMAT AND DEFINITIONS
Section 1.01 ------ Format
Section 1.02 ------ Definitions
ARTICLE II - PARTICIPATION
Section 2.01 ------ Active Participant
Section 2.02 ------ Cessation of Participation
ARTICLE III - BENEFITS
Section 3.01 ------ Normal Retirement Benefit Formula
Section 3.02 ------ Retirement Benefits
Section 3.03 ------ Death Benefits
Section 3.04 ------ Termination of Benefits
Section 3.05 ------ Termination for Cause
Section 3.06 ------ When Benefits Start
ARTICLE IV - PLAN FINANCING
ARTICLE V - DISTRIBUTION OF BENEFITS
Section 5.01 ------ Form of Distribution
Section 5.02 ------ Commercial Annuities
ARTICLE VI - TERMINATION OF PLAN
ARTICLE VII - ADMINISTRATION OF PLAN
Section 7.01 ------ Administration
Section 7.02 ------ Records
Section 7.03 ------ Information Available
ARTICLE VIII - GENERAL PROVISIONS
Section 8.01 ------ Amendments
Section 8.02 ------ Employment Status
Section 8.03 ------ Rights to Plan Amounts
Section 8.04 ------ Nonalienation of Benefits
Section 8.05 ------ Facility of Payment
Section 8.06 ------ Construction
Section 8.07 ------ Word Usage
Section 8.08 ------ Binding Effect on Successor
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
INTRODUCTION
Interstate Power Company ("Employer") is establishing the
Supplemental Retirement Plan ("Plan") for the purpose of providing
defined benefit retirement income supplement for a select group of
officers of the Employer. The providing of these supplemental benefits
is pursuant to a plan intended to be unfunded under applicable tax
provisions and other laws. The Plan has been designed as, and is
intended to be, an unfunded plan for purposes of the Employee Retirement
Income Security Act of 1974, as amended, and a non-qualified plan for
purposes of Section 401 of the Internal Revenue Code of 1986, as
amended. The Plan shall be effective April 30, 1990.
ARTICLE I
FORMAT AND DEFINITIONS
SECTION 1.01 -- FORMAT
Words and phrases defined in the Definitions section of Article I
shall have that defined meaning when used in this Plan, unless another
meaning is specified below. These words and phrases have an initial
capital letter to aid in identifying them as defined terms.
SECTION 1.02 -- DEFINITIONS
ACTIVE PARTICIPANT means a Participant who is actively partici-
pating in the Plan according to the provisions in the ACTIVE
PARTICIPANT SECTION of Article II.
ACTUARIAL EQUIVALENT means the equivalent value as determined by an
actuary, computed on the basis of reasonable and consistent factors
and assumptions.
AVERAGE PAY means the average of the highest consecutive 48 months
of total Compensation.
BENEFIT STARTING DATE means, for a Participant, the first day of
the first period for which an amount is payable as a stream of
income payments for life.
COMPENSATION means a Participant's wages as reported on IRS Form
W-2 for employment with the employer, and any amounts deferred
pursuant to agreements, separate from this Plan, between the
Participant and Employer.
EARLY RETIREMENT AGE means the date at which the Participant
reaches age 55.
EARLY RETIREMENT BENEFIT ADJUSTMENT FACTOR means the applicable
factor from the table below. This factor is calculated by
counting the number of years the Participant's Retirement Date
precedes his Normal Retirement Date.
Number of Years Retirement
Date precedes Normal
Retirement Date Factor
0 1.0000
1 .9333
2 .8667
3 .8000
4 .7333
5 .6667
6 .6333
7 .6000
8 .5667
9 .5333
10 .5000
More than 10 .0000
The above factors shall be prorated for a partial year (counting a
partial month as a complete month.
EARLY RETIREMENT DATE means the first day of any month before a
Participant's Normal Retirement Date which the Participant selects
for the start of his retirement benefit under both this Plan and
the qualified defined benefit plan (GA 903). This day shall be on
or after the date on which he ceases to be a Participant and the
date he reaches his Early Retirement Age.
EMPLOYER means Interstate Power Company. This will also include
any successor corporation or firm of the Employer which shall, by
written agreement, assume the obligations of this Plan.
EMPLOYMENT COMMENCEMENT DATE means the first day a Participant
begins working for the Employer.
ENTRY DATE means the date a Participant first enters the Plan as an
Active Participant.
FISCAL YEAR means the Employer's taxable year which ends on
December 31.
LATE RETIREMENT DATE means the first day of any month which is
after a Participant's Normal Retirement Date and on which
retirement benefits begin. If a Participant continues to work for
the Employer after his Normal Retirement Date, his Late Retirement
Date shall be the earliest first day of the month on or after he
ceases to be a Participant.
NORMAL FORM means a stream of income payments for life with no
death benefit.
NORMAL RETIREMENT AGE means the age at which the Participant's
right to receive a normal retirement benefit becomes non-
forfeitable. A Participant's Normal Retirement Age is age 65.
NORMAL RETIREMENT DATE means the earliest first day of the month on
or after the date the Participant reaches his Normal Retirement
Age. Unless otherwise provided in this Plan, a Participant's
retirement benefits shall begin on a Participant's Normal
Retirement Date if he has ceased to be an Participant on such date.
PARTICIPANT means any officer of the corporation that the Board of
Directors of the Employer determines by resolution is eligible for
the Plan.
PENSION BENEFIT means the benefit a participant may receive from
this Plan.
PLAN means the Supplemental Retirement Plan of the Employer as set
forth in this instrument, including any later amendments hereto.
PLAN ADMINISTRATOR means the person or persons who administer the
Plan. The Plan Administrator is the Employer.
PLAN YEAR means a period beginning on a Yearly Date and ending on
the day before the next Yearly Date.
REENTRY DATE means the date a former Active Participant reenters
the Plan.
RETIREMENT DATE means the date a retirement benefit will begin and
is a Participant's Early, Normal or Late Retirement Date, as the
case may be.
TRUST means the agreement of trust, called Interstate Power Company
Irrevocable Trust Agreement, 1990, between the Employer and Trustee
established for the purpose of holding and distributing the Trust
Fund under the provisions of the Plan.
TRUST FUND means the total funds held under the Trust for purpose
of providing benefits for the Participants. These funds result
from a transfer of general assets of the Employer made under the
Plan which are forwarded to the Trustee to be deposited in the
Trust Fund. In the event of the Employer's insolvency, assets in
the Trust Fund are subject to the claims of the Employer's general
creditors.
TRUSTEE means the trustee or trustees under the Trust. The term
Trustee as it is used in this Plan is deemed to include the plural
unless the context clearly indicates otherwise.
YEARLY DATE means April 30, 1990, and each following January 1.
ARTICLE I
PARTICIPATION
SECTION 2.01 -- ACTIVE PARTICIPANT
1. All officers of the Employer who meet the definition of
Participant in Section 1.02 above are eligible to participate
in this Plan. The Yearly Date on or after which an
Participant meets this definition is his Entry Date.
2. A former Participant may again become an Active Participant
(resume active participation in the Plan) on the Yearly Date
he again meets the definition of Participant. This date is
his Reentry Date.
There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.
SECTION 2.02 -- CESSATION OF PARTICIPATION
A Participant shall cease to be a Plan Participant on the date he
is no longer eligible for benefits under this Plan.
ARTICLE III
BENEFITS
SECTION 3.01 -- NORMAL RETIREMENT BENEFIT FORMULA
A Participant's normal monthly retirement benefit shall be one--
twelfth of 5% of Average Pay multiplied by his Early Retirement Benefit
Adjustment Factor.
SECTION 3.02 -- RETIREMENT BENEFITS
On a Participant's Normal Retirement date or Early Retirement Date,
his Pension Benefit under this Plan shall be distributed to him
according to the provisions of the DISTRIBUTION OF BENEFITS SECTION of
Article V.
SECTION 3.03 -- DEATH BENEFITS
There are no death benefits provided for under this plan.
SECTION 3.04 -- TERMINATION BENEFITS
A Participant who becomes inactive by reason of termination of
employment or otherwise prior to Early Retirement Age or death will not
be entitled to any benefits under this Plan.
A Participant who becomes inactive by reason of termination of
employment subsequent to Early Retirement Age and who chooses to receive
an early retirement benefit under the qualified plan will be entitled to
receive an Early Retirement Benefit under this Plan.
A Participant who becomes inactive by reason of termination of
employment subsequent to Early Retirement Age and who chooses to defer
receiving his retirement benefit under the qualified plan will not be
entitled to any benefits under this Plan until benefits under the
qualified plan commence.
SECTION 3.05 -- TERMINATION FOR CAUSE
Any Participant whose employment is terminated for just cause will
not be entitled to any benefits under this Plan. The determination as
to whether the condition of a termination for just cause exists shall be
the responsibility of the Board of Directors. Examples of just cause
include but are not limited to: embezzlement of company funds, fraud,
acts by the employee that cause harm to the company or its reputation.
This section shall not alter in any way the provisions of Section
8.02 of this Plan.
SECTION 3.06 -- WHEN BENEFITS START
Pension Benefits will begin at the Early Retirement Date or Normal
Retirement Date, but no earlier than the effective date of this Plan.
ARTICLE IV
PLAN FINANCING
In establishing this Plan and the Trust, the Employer agrees and
undertakes to make the Trust Fund subject to the claims of the
Employer's general creditors. The right of any Participant to payment
of benefits from the Employer's general assets shall be no greater than
that of any other general unsecured creditor of the Employer.
ARTICLE V
DISTRIBUTION OF BENEFITS
SECTION 5.01 -- FORM OF DISTRIBUTION
The only form of distribution is a stream of income payments for
life without death benefit.
SECTION 5.02 -- COMMERCIAL ANNUITIES
The Employer may, at its option, do one of the following:
(a) Purchase a commercial annuity contract from an insurance
company as a means of providing the pension benefit to the
Participant and transfer the annuity contract to the Trustee;
or
(b) Transfer sufficient cash to the Trustee so that the Trustee
can acquire the annuity contract; or
(c) Instruct the Trustee to use the cash value of any life
insurance contract on a Participant to acquire the annuity
contract.
The Employer, for administrative convenience, may make a
revocable direction to the insurance company to make any payments due
under such contract to the Participant. The existence of such an
annuity contract and payment arrangement does not constitute an
alteration of the fact that the benefit being distributed is being paid
from the general assets of the Employer with the right of any
Participant to receive such payment no greater than that of any other
creditor of the Employer.
ARTICLE VI
TERMINATION OF PLAN
The Employer expects to continue the Plan indefinitely but reserves
the right to terminate the Plan at any time.
Participants receiving Pension Benefits at the time of plan
termination will continue to receive those same benefits.
The Pension Benefit for a Participant not receiving Pension
Benefits at the time of plan termination shall be determined as
described in this Article VI. The single sum Actuarial Equivalent of
each Participant's Pension Benefit shall be calculated as of the
effective date of the Plan termination. Each Participant shall receive
an amount from the remaining Trust Fund, or the Employer at the
Employer's discretion, equal to the total Trust Fund multiplied by the
ratio of his single sum Actuarial Equivalent to the total single sum
Actuarial Equivalent of all Participants
ARTICLE VII
ADMINISTRATION OF PLAN
SECTION 7.01 -- ADMINISTRATION
Subject to the provisions of this article, the Plan Administrator
has complete control of the administration of the Plan. The Plan
Administrator has all the powers necessary for it to properly carry out
its administrative duties. Not in limitation, but in amplification of
the foregoing, the Plan Administrator has the power in its sole and
complete discretion to construe the Plan and to determine all questions
that may arise under the Plan, including all questions relating to the
eligibility of officers to participate in the Plan and the amount of
benefit to which any Participant may become entitled. The Plan
Administrator's decisions upon all matters within the scope of its
authority shall be final.
Unless otherwise set out in the Plan, the Plan Administrator may
delegate recordkeeping and other duties which are necessary to assist it
with the administration of the Plan to any person or firm which agrees
to accept such duties. The Plan Administrator shall be entitled to rely
upon all tables, valuations, certificates and reports furnished by the
consultant or actuary appointed by the Plan Administrator and upon all
opinions given by any counsel selected or approved by the Plan
Administrator.
The Plan Administrator shall receive all claims for benefits by
Participants or former Participants. The Plan Administrator shall
determine all facts necessary to establish the right of any claimant
to benefits and the amount of those benefits under the provisions of the
Plan. The Plan Administrator may establish rules and procedures to be
followed by claimants in filing claims for benefits, in furnishing and
verifying proofs necessary to determine age, and in any other matters
required to administer the Plan.
SECTION 7.02 -- RECORDS
All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary
for the administration of the Plan, shall be preserved in the Plan
Administrator's custody.
Writing (handwriting, typing, printing), photostating, photo-
graphing, microfilming, magnetic impulse, mechanical or electrical
recording or other forms of data compilation shall be acceptable means
of keeping records.
SECTION 7.03 -- INFORMATION AVAILABLE
Any Participant in the Plan may examine copies of this Plan. The
Plan Administrator shall maintain the Plan in its office, or in such
other place or places as it may designate. The Plan may be examined
during reasonable business hours. Upon the written request of a
Participant receiving benefits under the Plan, the Plan Administrator
will furnish him with a copy of the Plan.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 8.01 -- AMENDMENTS
The Employer may amend this Plan at any time. An amendment may not
diminish or adversely affect any accrued interest or benefit of
Participants.
SECTION 8.02 -- EMPLOYMENT STATUS
Nothing contained in this Plan gives a Participant the right to be
retained in the Employer's employ, nor shall the existence of this Plan
or the operation of its provisions interfere with the Employer's right
to discharge any Participant.
SECTION 8.03 -- RIGHTS TO PLAN AMOUNTS
No Participant shall have any rights to benefits payable under this
Plan upon termination of his employment or otherwise except as
specifically provided under this Plan, and then only to the extent of
the benefits payable to such Participant in accordance with Plan
provisions.
Any final payment or distribution of Pension Benefits under this
Plan to a Participant or his legal representative under the Plan
provisions shall be in full satisfaction of all claims against the Plan,
the Plan Administrator, the Employer, the Trustee, and any and all
persons or entities acting on behalf of them or any of them arising
under, in connection with, or by virtue of the Plan.
SECTION 8.04 -- NON-ALIENATION OF BENEFITS
Benefits payable under the Plan are not subject to the claims of
any creditor of any Participant or spouse. A Participant or spouse does
not have any rights to alienate, anticipate, commute, pledge, encumber
or assign any of such benefits.
SECTION 8.05 -- FACILITY OF PAYMENT
If any Participant is physically or mentally incapable of giving a
valid receipt for any payment due him and no legal representative has
been appointed for such person, the Plan Administrator may direct the
Insurer or the Trustee to make such payment to any person or institution
maintaining such Participant. The payment to such person or institution
shall be a valid and complete discharge of any liability for the making
of such payment under the provisions of the Plan.
SECTION 8.06 -- CONSTRUCTION
The validity of the Plan or any of its provisions is determined
under and construed according to federal law and, to the extent
permissible, according to the laws of the state in which the Employer
has its principal office.
SECTION 8.07 -- WORD USAGE
The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words as used in this Plan may
include the plural, unless the context indicates otherwise.
SECTION 8.08 -- BINDING EFFECT ON SUCCESSOR
The Plan shall be binding upon and inure to the benefit of any
successor to the Employer or its business as the result of merger,
consolidation, reorganization, transfer of assets or otherwise and any
subsequent successor thereto. In no event shall such merger,
consolidation, reorganization, transfer of assets or other similar
transaction suspend or delay the rights of any Participant to receive
benefits hereunder.
INTERSTATE POWER COMPANY
A Delaware Corporation
City, State
Dated 10/08/1990 By W. H. Stoppelmoor /s/
Title President