EX-99.b
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED
NOVEMBER 10, 1995
Table of Contents
Page
ARTICLE I - INTRODUCTION . . . . . . . . . . . . . . . . . . . .1
1.1 Purpose. . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . .2
2.1 Accrued Benefit . . . . . . . . . . . . . . . . .2
2.2 Board or Board of Directors . . . . . . . . . . .2
2.2.5 Change in Control . . . . . . . . . . . . . . . .2
2.3 Code. . . . . . . . . . . . . . . . . . . . . . .3
2.4 Compensation. . . . . . . . . . . . . . . . . . .3
2.5 Early Retirement Date . . . . . . . . . . . . . .3
2.6 Effective Date. . . . . . . . . . . . . . . . . .3
2.7 Employer. . . . . . . . . . . . . . . . . . . . .4
2.8 Normal Retirement Date. . . . . . . . . . . . . .4
2.9 Officer . . . . . . . . . . . . . . . . . . . . .4
2.9.5 Participant . . . . . . . . . . . . . . . . . . .4
2.10 Plan. . . . . . . . . . . . . . . . . . . . . . .4
2.11 Plan Administrator. . . . . . . . . . . . . . . .4
2.12 Plan Year . . . . . . . . . . . . . . . . . . . .4
2.12.5 Re-entry Date . . . . . . . . . . . . . . . . . .4
2.13 Retirement Plan . . . . . . . . . . . . . . . . .4
2.14 Social Security Benefit . . . . . . . . . . . . .4
2.15 Spouse. . . . . . . . . . . . . . . . . . . . . .5
2.16 Trust . . . . . . . . . . . . . . . . . . . . . .5
2.17 Trust Fund. . . . . . . . . . . . . . . . . . . .5
2.18 Trustee . . . . . . . . . . . . . . . . . . . . .5
2.19 Year(s) of Benefit Service. . . . . . . . . . . .5
ARTICLE III - PARTICIPATION. . . . . . . . . . . . . . . . . . .6
3.1 Participation . . . . . . . . . . . . . . . . . .6
3.2 Death . . . . . . . . . . . . . . . . . . . . . .6
ARTICLE IV - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . .7
4.1 Employer Contributions. . . . . . . . . . . . . .7
4.2 Change in Control . . . . . . . . . . . . . . . .7
4.3 Binding Effect on Successor . . . . . . . . . . .7
ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . .8
5.1 Normal Retirement Pension . . . . . . . . . . . .8
5.2 Early Retirement Pension. . . . . . . . . . . . .8
5.3 Prior Employer's Plan . . . . . . . . . . . . . .9
5.4 Form of Payment . . . . . . . . . . . . . . . . .9
5.5 Suspension of Benefits. . . . . . . . . . . . . 10
5.6 Termination for Cause . . . . . . . . . . . . . 10
5.7 Surviving Spouse Benefits . . . . . . . . . . . 11
5.8 Claims Procedure. . . . . . . . . . . . . . . . 11
5.9 Forfeiture of Benefits. . . . . . . . . . . . . 13
ARTICLE VI - ADMINISTRATION OF PLAN. . . . . . . . . . . . . . 14
6.1 Administration. . . . . . . . . . . . . . . . . 14
6.2 Records . . . . . . . . . . . . . . . . . . . . 15
6.3 Information Available . . . . . . . . . . . . . 15
6.4 Expenses. . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII - AMENDMENT AND TERMINATION. . . . . . . . . . . . 16
7.1 Right to amend or Terminate Plan. . . . . . . . 16
7.2 Amendments. . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . 17
8.1 No Employment Rights. . . . . . . . . . . . . . 17
8.2 Non-alienability. . . . . . . . . . . . . . . . 17
8.3 Facility of Payment . . . . . . . . . . . . . . 17
8.4 Severability. . . . . . . . . . . . . . . . . . 17
8.5 Headings. . . . . . . . . . . . . . . . . . . . 17
8.6 Number and Gender . . . . . . . . . . . . . . . 18
8.7 Governing Law . . . . . . . . . . . . . . . . . 18
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED
ARTICLE I - INTRODUCTION
1.1 Purpose
Interstate Power Company ("Employer"), is establishing the
Supplemental Retirement Plan ("Plan") for the purpose of
providing defined benefit retirement income supplement for the
officers of the Employer. 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,
except as otherwise specifically provided under the terms of
this Plan. The Plan has also been designed as, and is
intended to be, 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 as amended and restated
November 10, 1995.
ARTICLE II - DEFINITIONS
Capitalized terms as described in this Article II shall have the
meanings as described herein unless a different meaning is clearly
required by the context of the Plan.
2.1 Accrued Benefit shall mean the retirement benefit that
the Officer would receive upon such Officer's Normal
Retirement Date, as provided in Section 5.1.
2.2 Board or Board of Directors shall mean the Board of
Directors of the Employer.
2.2.5 Change in Control of the Employer shall have the
following meaning and shall be deemed to have occurred
if:
(i) any Person is or becomes the Beneficial Owner
(as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act")),
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such
Person any securities acquired directly from the Company)
representing twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding
securities; or
(ii) during any period of twenty-four (24)
consecutive months (not including any period prior to
November 1, 1995), individuals who at the beginning of
such period constitute the Board and any new director
(other than a director designated by a Person who has
entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) of
this definition or any such individual whose initial
assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened
solicitation of proxies or consents) whose election by
the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who
either were directors at the beginning of such period or
whose election or nomination for election was previously
so approved, cease for any reason to constitute a
majority of the Board; or
(iii) the shareholders of the Company approve a
reorganization, merger or consolidation, other than a
reorganization, merger or consolidation with respect to
which all or substantially all of the individuals and
entities who were Beneficial Owners, immediately prior to
such reorganization, merger or consolidation, of the
combined voting owner of the Company's then outstanding
securities beneficially own, directly or indirectly,
immediately after such reorganization, merger or
consolidation, more then seventy-five percent (75%) of
the combined voting power of the securities of the
corporation resulting from such reorganization, merger or
consolidation in substantially the same proportions as
their respective ownership, immediately prior to such
reorganization, merger or consolidation, of the combined
voting owner of the Company's securities; or
(iv) the shareholders of the Company approve (a)
the sale or disposition by the Company (other than to a
subsidiary of the Company) of all or substantially all of
the assets of the Company (or any such sale or
disposition is effected through condemnation
proceedings), or (b) a complete liquidation or
dissolution of the Company.
Notwithstanding the foregoing, a Change in Control shall
not include any event, circumstance or transaction which
results from the action (excluding the Executive's
employment activities with the Company or any of its
affiliates) of any Person or group of Persons which
includes, is directly affiliated with or is wholly or
partly controlled by one or more executive officers of
the Company and in which the Executive actively
participates.
2.3 Code shall mean the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.
2.4 Compensation shall mean the Officer's highest consecutive
twelve (12) months of compensation, consisting of amounts
which are actually paid to the Officer during the
calendar year, including any nonqualified plan deferrals,
expense reimbursements and taxable employee benefits.
2.5 Early Retirement Date shall mean the first day of the
month on or after the Officer reaches age fifty-five
(55).
2.6 Effective Date shall mean April 30, 1990 as amended and
restated November 10, 1995.
2.7 Employer shall mean 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.
2.8 Normal Retirement Date shall mean the date that the
Officer reaches age sixty-five (65).
2.9 Officer shall mean an employee of the Employer who is
determined by the Employer to be eligible to participate
in this Plan. Notwithstanding anything contained herein
to the contrary, the term "Officer" shall include any
employee who is an assistant officer.
2.9.5 Participant shall mean an officer or former Officer of
Employer who has been determined by the Employer eligible
to participate in the Plan or who has entered into the
Plan. See 3.1.
2.10 Plan shall mean this Interstate Power Company
Supplemental Retirement Plan, as set forth herein or in
any amendments hereto.
2.11 Plan Administrator shall mean the Employer or the
individual or committee duly appointed or duly authorized
by the Employer or by the Board of Directors to
administer the terms of the Plan.
2.12 Plan Year shall mean the twelve (12) consecutive month
period beginning with January 1 and ending December 31.
2.12.5 Re-entry Date shall mean the date a former active Officer
re-enters the plan.
2.13 Retirement Plan shall mean the plan sponsored by the
Employer, known as the Interstate Power Company
Retirement Income Plan, which is qualified under Section
401 and 501 of the Code.
2.14 Social Security Benefit shall mean the maximum benefit
that the Officer is eligible to receive from Social
Security:
(a) at age sixty-two (62), if the Officer retires at
age Sixty-two (62); or
(b) on the date that the Officer retires, if the
Officer retires after age sixty-two (62); or
(c) at age sixty-two (62), assuming that the Officer
continues to earn zero Compensation from the date
of Retirement until the Officer reaches age sixty-
two (62), if the Officer retires before age sixty-
two (62).
2.15 Spouse shall mean a person to whom the Officer was
legally married on the date of the Officer's death.
2.16 Trust shall mean the agreement of trust, called
Interstate Power Company Irrevocable Trust Agreement,
1990, between the Interstate Power Company and the
trustee established for the purpose of holding the assets
of the Trust Fund under the provisions of this Plan.
2.17 Trust Fund shall mean 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.
2.18 Trustee shall mean 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.
2.19 Year(s) of Benefit Service shall mean an Officer's total
period of service as an employee of the Employer,
beginning with such Officer's employment commencement
date expressed in years and months, including fractions
of years, and ending on the date that the employee's
employment with the Employer is terminated. For purposes
of this Section 2.19 any part of a month shall be deemed
to be a whole month.
ARTICLE III - PARTICIPATION
3.1 Participation.
The only employees eligible to participate in this plan
are Officers. Participation in the Plan shall commence
upon the notification to the Officer by the Employer of
such Officer's eligibility to participate in this Plan
and upon the Officer's entry into this Plan. The
Employer shall determine the Officer's entry date into
this Plan. See 5.5 Suspension of Benefits.
3.2 Death.
If an Officer dies while actively employed by the
Employer, a benefit shall be payable under this Plan.
The benefit shall be payable as provided in Section 5.7.
See 5.5 Suspension of Benefits.
ARTICLE IV - CONTRIBUTIONS
4.1 Employer Contributions.
(a) All contributions under this Plan are made by the
Employer.
(b) 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.
4.2 Change in Control, Funding.
In the event that a change in control of the Employer
occurs or in the event of a change in the ownership of
all or substantially all of the assets of the Employer
occurs as defined in Section 2.2.5 this Plan shall become
funded upon the date that the Securities and Exchange
Commission is notified of such change. The amount of
such funding shall be equal to the present value of the
Officer's Accrued Benefit (See Definition 2.1) based upon
7% interest per annum and the 1983 Group Annuity
Mortality Table for males. All Plan participants shall
become one hundred percent (100%) vested in their Accrued
Benefit.
4.3 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.
ARTICLE V - BENEFITS
5.1 Normal Retirement Pension.
(a) An Officer shall be eligible for a normal
retirement pension under this Section 5.1 if the
Officer terminates service with the Employer on or
after such Officer's Normal Retirement Date.
(b) An Officer's monthly normal retirement pension is
based upon one twelfth (1/12th) of the following
formula, based on a single life annuity:
three and three-fourths percent (3-3/4%)
multiplied by Years of Benefit Service (not in
excess of 20) multiplied by Compensation minus
the Officer's annual accrued benefit from the
Retirement Plan payable as a single life
annuity, any other employer's annual
retirement pension and the Officer's annual
Social Security Benefit.
5.2 Early Retirement Pension.
(a) If the Officer terminates service with the Employer
on or after such Officer's Early Retirement Date,
the Officer shall receive an early retirement
pension or a normal retirement pension as provided
under this Section 5.2. If the Officer terminates
service with the Employer before such Officer's
Early Retirement Date, no benefits will be payable
to such Officer under this Plan.
(b) An Officer's monthly early retirement pension is
based upon one twelfth (1/12th) of the following
formula, based upon a single life annuity:
three and three-fourths percent (3-3/4%)
multiplied by Years of Benefit Service (not in
excess of 20 and determined on the date that
the Officer terminates service with the
Employer) multiplied by Compensation
(determined on the date that the Officer
terminates service with the Employer) minus
the Officer's annual accrued benefit from the
Retirement Plan payable as a single life
annuity, any other employer's annual
retirement pension and the Officer's annual
Social Security Benefit.
(c) If the Officer commences benefit on his Early
Retirement Date, the Officer will receive the
following percentage of such Officer's pension:
Age When Benefits Begin Percentage of Benefit Received
65 100.00%
64 97.50%*
63 95.00%*
62 92.50%*
61 90.00%
60 80.00%
59 70.00%
58 60.00%
57 50.00%
56 40.00%
55 30.00%
* These percentages are subject to subsection (d)
below.
(d) Notwithstanding anything contained in this Plan to
the contrary, if the Officer commences benefits on
or after age sixty-two (62) with thirty-five (35)
or more Years of Benefit Service with the Employer,
the Officer may retire and qualify for 100% of the
Officer's benefit under this Plan.
5.3 Prior Employer's Plan.
If the Officer is eligible to receive a benefit from a
previous employer's defined benefit retirement plan, the
Officer's benefit under this Plan shall be reduced. The
amount of the reduction is equal to the monthly pension
benefit the Officer earned from the prior employer's plan
payable as a single life annuity at such Officer's
retirement date.
5.4 Form of Payment.
(a) Benefits under this Plan shall be paid on the
Officer's Normal Retirement Date or Early
Retirement Date in the form selected by the
Officer. The forms of payments which are available
for selection under this Plan are the same options
which are available under the Retirement Plan, as
provided in subsection (b) below. The Officer may
choose a different form of payment under this Plan
from the form selected under the Retirement Plan.
(b) The optional forms of retirement benefit for the
benefit derived from the Officer's Accrued Benefit
shall be the following:
(i) a straight life annuity;
(ii) a straight life annuity with Social
Security adjustment option;
(iii) single life annuities with period certain
of five (5), ten (10) or fifteen (15)
years; and
(iv) survivorship life annuities with
survivorship percentages of 50, 66 2/3 or
100.
The benefit payable under any optional annuity form
(except for subsection (ii) and the normal form of
payment under the retirement Plan) shall be the actuarial
equivalent (as defined in the Retirement Plan) of the
normal form of payment under the Retirement Plan.
5.5 Suspension of Benefits.
If the Officer terminates service with the Employer and
is rehired after commencement of benefits but prior to
attaining age sixty-five (65), payment of benefits under
this Plan shall cease. Payment of benefits under this
Plan shall resume when the Officer again terminates
service with the Employer.
5.6 Termination for Cause.
If the Officer is terminated for cause, the Officer will
not receive any benefits under this Plan. Termination
for cause shall be determined by the Board of Directors
and will include, but shall not be limited to:
(a) embezzlement of Employer funds;
(b) fraud; and
(c) acts which cause harm to the Employer or its
reputation.
5.7 Surviving Spouse Benefits.
(a) If the Officer is unmarried and dies prior to
retirement, no benefits are payable under this
Plan. If the Officer is married and dies prior to
retirement, the Officer's Spouse will receive a
pre-retirement survivor annuity.
(b) The Spouse shall receive a lifetime monthly pension
equal to the percent from the table below of the
Officer's Accrued Benefit:
Percentage of Benefit
Age at Time of Death Spouses Receives
64 48%
63 46%
62 44%
61 42%
60 40%
59 38%
58 36%
57 34%
56 32%
55 and under 30%
(c) If the Officer dies after such Officer's Early
Retirement Date, the pension amount is determined
as if the Officer retired on such Officer's date of
death. The Spouse commences payments as of the
Officer's date of death.
(d) If the Officer dies before such Officer's Early
Retirement Date, the pension amount is determined
as if the Officer terminated service with the
Employer on the date of death. The Spouse shall
commence payments on the earliest date that the
Officer was eligible to retire.
(e) If the Officer dies after the Officer retired and
commenced payments, the death benefit payable will
be based on the form of payment selected by the
Officer.
5.8 Claims Procedure.
(a) Filing a Claim.
Any Officer or Spouse may file a written claim for
a Plan benefit with the Plan Administrator.
(b) Notice of Denial of Claim.
In the event of a denial or limitation of any
benefit or payment due to a claimant, the claimant
shall be given a written notification containing
specific reasons for the denial or limitation of
such claimant's benefit. The written notification
shall contain specific reference to the pertinent
Plan provisions on which the denial or limitation
of his benefit is based. In addition, it shall
contain a description of any other material or
information necessary for the claimant to perfect a
claim and an explanation of why such material or
information is necessary. The notification shall
further provide appropriate information as to the
steps to be taken if the claimant wishes to submit
the claim for review. This written notification
shall be given to a claimant within ninety (90)
days after receipt of the claim by the Plan
Administrator unless special circumstances require
an extension of time for processing the claim. If
such an extension of time is required, written
notice of the extension shall be furnished to the
claimant prior to the termination of said ninety
(90) day period, and such notice shall indicate the
special circumstances which make the postponement
appropriate.
(c) Right of Review.
In the event of a denial or limitation of his
benefit, the claimant shall be permitted to review
pertinent documents and to submit to the Plan
Administrator issues and comments in writing. In
addition, the claimant may make a written request
for a full and fair review of the claim and its
denial by the Plan Administrator, provided,
however, that such written request is received by
the Plan Administrator within sixty (60) days after
receipt by the claimant of written notification of
the denial or limitation of the claim. The sixty
(60) day requirement may be waived by the Plan
Administrator in appropriate cases.
(d) Decision on Review.
A decision shall be rendered by the Plan
Administrator within sixty (60) days after the
receipt of the request for review, provided that
where special circumstances require an extension of
time for processing the decision, it may be
postponed with written notice to the claimant
(prior to the expiration of the initial sixty (60)
day period) for an additional sixty (60) days, but
in no event shall the decision be rendered more
than one hundred twenty (120) days after the
receipt of such request for review. Any decision
by the Plan Administrator shall be furnished to the
claimant in writing and shall set forth the
specific reason for the decision and the specific
Plan provisions on which the decision is based.
(e) Court Action.
No Officer or Spouse shall have the right to seek
judicial review of a denial of benefits or to bring
any action in any court to enforce a claim for
benefits prior to filing a claim for benefits or
exhausting the rights to review under this Section
5.8.
5.9 Forfeiture of Benefits.
Upon the occurrence of the following events, the
Officer's benefits under this Plan shall be forfeited and
no benefits shall be payable to the Officer under this
Plan:
(a) as provided in Sections 3.2, 5.2(a), 5.6, and
5.7(a);
(b) if the Plan terminates, no further benefits shall
be accrued under this Plan. The Officer's Accrued
Benefit under this Plan shall be the benefit
accrued as of the date the Plan is terminated;
(c) if the Officer terminates service with the Employer
and begins employment with an employer which the
Board of Directors determines to be a competitor of
the Employer or with any employer in the utility
industry. This limitation does not, however, apply
to successors and assigns of Employer.
ARTICLE VI - ADMINISTRATION OF PLAN
6.1 Administration.
(a) Subject to this Article VI, the Plan administrator
has complete control of the administration of the
Plan. The Plan Administrator has all the powers
necessary 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
terms of the Plan, to interpret and resolve any
ambiguity which may arise under the Plan and all
questions which may arise under the Plan, including
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.
(b) 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.
(c) 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 proof necessary to
determine age, and in any other matters required to
administer the Plan.
6.2 Records.
(a) All acts and determination 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.
(b) Writing (handwriting, typing, printing), photo-
stating, photographing, microfilming, magnetic
impulse, mechanical or electrical recording or
other forms of data compilation shall be acceptable
means of keeping records.
6.3 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 shall furnish such Participant with a copy
of the Plan.
6.4 Expenses.
The Employer shall pay all expenses of administering the
Plan.
ARTICLE VII - AMENDMENT AND TERMINATION
7.1 Right to Amend or Terminate Plan.
While the Employer intends to maintain this Plan
indefinitely, the Employer, through the action of the
Board of Directors, reserves the right to amend and/or
terminate this Plan at any time for whatever reason it
may deem appropriate; provided, however, that any such
amendment and/or termination adopted by the Board of
Directors or otherwise after the occurrence of any Change
in Control shall not be effective against any Participant
participating in this Plan on the date of any such Change
in Control if such amendment and/or termination would
have any adverse effect on the benefit rights and/or
entitlements, accrued or potential, of such Participant,
when compared to any such benefit rights and/or
entitlements as the same existed immediately prior to the
adoption of any such amendment and/or termination of this
Plan, without the prior express written consent of any
such adversely effected Participant.
7.2 Amendments.
No amendment to this Plan may be made except by action of
a simple majority of the Board of Directors.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
8.1 No Employment Rights.
Nothing contained in this Plan shall be construed as a
contract of employment between the Employer and any
Officer or as a right of any Officer to be continued in
employment or as a limitation on the right of any
Employer to discharge any of its Officers with or without
cause.
8.2 Non-alienability.
The rights of an Officer to the payment of benefits under
this Plan shall not be assigned, transferred, pledged or
encumbered, or be subject in any manner to alienation or
anticipation.
8.3 Facility of Payment.
Any amounts payable under this Plan to any person under
a legal disability or who, in the judgement of the
Employer, is unable to properly manage his financial
affairs may be paid to the legal representative of such
person or may be applied for the benefit of such person
in any manner which the Employer may select.
8.4 Severability.
Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid
under applicable law, but if any provision of the Plan
shall be held to be prohibited by or invalid under
applicable law, then such provision shall be deemed to be
amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law
and all other provisions of the Plan shall remain in full
force and effect. Such provision shall be deemed to have
been drafted in such manner on the Effective Date.
8.5 Headings.
The headings are for convenience of reference only. In
the event of a conflict between a heading and the content
of a section, the content of the section shall control.
8.6 Number and Gender.
The masculine pronoun used herein shall include the
feminine pronoun and the singular number shall include
the plural number unless the context of this Plan
requires otherwise.
8.7 Governing Law.
The provisions of this Plan shall be interpreted in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Employer has caused its corporate seal to
be hereunto affixed and has caused its name to be signed hereto by
the person duly authorized below, pursuant to the authority of the
Board of Directors, to be effective as first above written, on this
10th day of November , 19 95 .
INTERSTATE POWER COMPANY
By: /s/ W. H. Stoppelmoor
Title: Chairman, President & CEO
(Corporate Seal)
Attest:
/s/ J. C. McGowan
Secretary