EX-99.e
INTERSTATE POWER COMPANY
AMENDED DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose
The purpose of this Plan is to provide for deferment of payment
of salaries and director's fees of certain officers and directors of
the Company.
ARTICLE II
Definitions
(a) "Company" means Interstate Power Company.
(b) "Executive Committee" means the committee established by the
Board of Directors of the Company pursuant to Article V of the By-Laws
of the Company.
(c) "Officer" means any person, who is an officer of the Company
as defined in Article VI of the By-Laws of the Company, (whether or
not he is also a director thereof), who is employed by the Company on
a full-time basis, and who is compensated for such employment by a
regular salary.
(d) "Director" means any person duly elected, qualified and
acting as such pursuant to the provisions of Article IV of the By-Laws
of the Company.
(e) "Compensation" shall include whatever salary or director's
fees or other compensation may be payable to a participant for
services rendered to the Company.
(f) "Participant" means an officer or director of the Company a
portion of whose compensation or fees is deferred under this Plan.
(g) "Retirement" means a severance from the Company's employment
upon or after attainment of an officer's "Retirement Date" as said
term is defined in the Company's Restated Retirement Plan, or
Retirement Policy for Directors, or severance for permanent disability
at any age.
(h) "Termination Date" shall mean the date of a Participant's
severance from employment or directorship with the Company by death,
retirement, resignation, discharge, or otherwise.
ARTICLE III
Administration
(a) The Executive Committee appointed by the Board of Directors
of the Company shall administer, construe, and interpret this Plan.
No member of the Executive Committee shall be liable for any act done
or determination made in good faith.
(b) Any officer or director of the Company who elects to have
any portion of his or her compensation or fees deferred in accordance
with the provisions of this Plan shall give written notice of such
election to the Executive Committee not less than sixty days prior to
the start of a regular compensation period (monthly or other period as
applicable) of any year during the period this Plan is in effect,
specifying the portion of his or her salary or fees desired by him or
her to be deferred during the specified regular compensation period.
The Executive Committee shall, before the beginning of said
compensation period following receipt of such notice, determine, in
its absolute discretion, the portion of salary or fees to be deferred
during said period, not exceeding the amount specified in such notice.
After such election by an officer or director and such determination
by the Executive Committee has been made as aforesaid, the amount of
deferred compensation or fees so determined shall thereafter continue
to be deferred, without necessity of any further action by said
officer or director or committee, unless and until said officer or
director or said committee shall give sixty days written notice prior
to the commencement of any such regular compensation period of either
a change in the amount, or discontinuance, of such deferred
compensation, effective with the commencement of said specified
regular compensation period.
(c) The construction and interpretation by the Executive
Committee of any provision of this Plan shall be final and conclusive.
It shall determine, subject to the provisions of this Plan:
(i) The officers or directors of the Company who shall
participate in the Plan from time to time; and
ii) The amount of each Participant's compensation to be
deferred.
(d) The Executive Committee may, in its discretion, delegate its
routine administrative duties to an officer or employee, but may not
delegate its authority to construe and interpret this Plan or make the
determinations specified in Items (i) and (ii) of paragraph (c) of
this Article III.
ARTICLE IV
Establishment of Special Deferred Compensation Ledger
The Company shall set up an appropriate record, hereinafter
called the Special Deferred Compensation Ledger, and thereafter from
time to time enter therein the name of each Participant, the amounts
of salary and fees deferred, the period or periods of such deferral
and computations of interest thereon. Interest on each account shall
be credited monthly.
ARTICLE V
Credits to the Accounts of Participants
The Company shall credit to each Participant's account in the
Special Deferred Compensation Ledger throughout the term of his or her
employment or directorship with the Company, amounts equal to the
amount of his or her compensation which are deferred in accordance
with this Plan, plus interest thereon at the following monthly rates:
Beginning October 1, 1983 and for each month thereafter the monthly
interest rate for the following month shall be the average yield for
the previous two week trading period (as published regularly in the
Wall Street Journal) of the Treasury Bonds, Notes and Bills maturing
30-months forward from the month in which the interest is to be
credited.
ARTICLE VI
Payments of Benefits
(a) Upon severance of any Participant from employment or
directorship with the Company there shall be paid to him or her, or in
the event of his or her death, to the person or persons designated
under the provisions of paragraph (b) of this Article VI, sums of cash
as herein provided for. The aggregate amounts then standing to his or
her credit in the Special Deferred Compensation Ledger, inclusive of
the additional sum equivalent to interest at the monthly rates set
forth in Article V on the unpaid installments, will be paid in one
lump sum payment or over a period of 60 or 120 months, as specified by
the Participant withln the 60-day period immediately preceding the
Participant's termination date. In the event of the Participant's
death, said aggregate amounts will be paid in one lump sum payment or
over a period of 60 or 120 months, under the provisions of paragraph
(b) of this Article VI. The first such payment is to be made within
one month immediately following such death or the Participant's
Termination Date as an officer or director, or in the case of a person
serving in both capacities, the Termination Date of either position,
that is, as an officer or as a director with the Company.
In the event that a Participant or, after the Participant's death,
his or her beneficiary as designated pursuant to paragraph (b) of this
Article VI, incurs a severe financial hardship, the Committee, in its
sole discretion, may revise the payment schedule to the extent
necessary to eliminate the severe financial hardship. The severe
financial hardship must have been caused by an accident, illness, or
event beyond the control of the Participant or, if applicable, his or
her beneficiary.
(b) Each person upon becoming a Participant shall file with the
Secretary of the Company a notice in writing designating one or more
Beneficiaries to whom payments otherwise due the Participant shall be
made in the event of his or her death while in the employment or
directorship of the Company or after severance therefrom.
Furthermore, the notice must specify whether the designated
Beneficiary or Beneficiaries will be paid in one lump sum or over a
period of 60 or 120 months in the event of the Participant's death.
In the event that more than one designated Beneficiary is named, the
Participant must specify the manner in which the payments are to be
divided amongst the Beneficiaries. The Participant shall have the
right to change the Beneficiary or Beneficiaries from time to time;
provided, however, that any change shall not become effective until
received in writing by the Secretary of the Company.
ARTICLE VII
Limitation of Rights
Nothing contained in this Plan can be construed to:
(a) Give any officer or director of the Company any right to
have any salary or director's fees deferred other than in the final
discretion of the Executive Committee;
(b) Limit in any way the right of the Company to terminate a
Participant's employment or directorship with the Company at any time;
or
(c) Be evidence of any agreement or understanding, express or
implied, that the Company will employ or elect a Participant as an
officer or director in any particular position or at any particular
rate or remuneration.
ARTICLE VIII
Non-Alienation of Benefits
No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such
benefit.
If any Participant or Beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right or benefit hereunder, then such right or
benefit shall, in the discretion of the Executive Committee, cease and
terminate, and in such event, the Company may hold or apply the same
or any part thereof for the benefit of the Participant or beneficiary,
his or her spouse, children or other dependents, or any of them, in
such manner and in such proportion as the Executive Committee may deem
proper.
ARTICLE IX
Amendment or Termination of Plan
(a) The Board of Directors may amend or terminate this Plan at
any time.
(b) Any amendment or termination of this Plan shall not
adversely affect the rights of Participants or Beneficiaries to
payments in accordance with Article VI hereof of amounts standing to
the credit of Participants in the Special Deferred Compensation Ledger
at the time of such amendment or termination.
ARTICLE X
Effective Date of Plan
This Plan shall become operative and in effect as of November 20,
1969, but only with respect to salaries and director's fees deferred
in accordance with the provisions hereof payable from and after
January 1, 1970.
As amended thru January 30, 1990.