ALLIANT ENERGY CORPORATION
401(k) SAVINGS PLAN
(As Amended and Restated Effective January 1, 2002)
TABLE OF CONTENTS
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ARTICLE I. INTRODUCTION........................................................1
1.1 Establishment and Purpose........................................1
1.2 Legal Requirements...............................................1
1.3 Absence of Guarantee.............................................1
1.4 Employment Rights................................................1
1.5 Litigation by Participants.......................................1
1.6 Controlling Law..................................................1
1.7 Merger or Consolidation of Plan and Trust Fund...................2
1.8 Gender and Number................................................2
1.9 Participating Groups and Schedules...............................2
1.10 Effective Dates..................................................2
ARTICLE II. DEFINITIONS........................................................3
2.1 Account..........................................................3
2.2 Affiliated Company...............................................3
2.3 Alliant Common Stock Fund........................................3
2.4 Alliant ESOP Fund................................................3
2.5 Alliant Non-ESOP Fund............................................3
2.6 Beneficiary......................................................3
2.7 Code.............................................................4
2.8 Committee........................................................4
2.9 Company..........................................................4
2.10 Company Contributions...........................................4
2.11 Compensation.....................................................4
2.12 Corporation......................................................5
2.13 Deferred Cash Contributions......................................5
2.14 Disability.......................................................5
2.15 Employee Pretax Account..........................................5
2.16 Employer Contribution Account....................................5
2.17 Employer Match A Account.........................................5
2.18 Employer Match B Account.........................................5
2.19 ERISA............................................................5
2.20 Highly Compensated Employee......................................5
2.21 Investment Funds.................................................5
2.22 Participant......................................................6
2.23 Participant Loan Fund............................................6
2.24 Participating Group..............................................6
2.25 Plan.............................................................6
2.26 Plan Year........................................................6
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2.27 Post-86 Aftertax Account.........................................6
2.28 Pre-87 Aftertax Account..........................................6
2.29 Prior Plan Monies Account........................................6
2.30 Rollover Contributions...........................................6
2.31 Rollover Contribution Account....................................6
2.32 Schedule.........................................................6
2.33 Spouse...........................................................6
2.34 Trust Agreement..................................................6
2.35 Trust Fund.......................................................6
2.36 Trustee..........................................................7
2.37 Valuation Date...................................................7
ARTICLE III. PARTICIPATION.....................................................8
3.1 Eligibility Requirements.........................................8
3.2 Participation Requirements.......................................8
3.3 Duration of Participation........................................9
3.4 Leased Employees.................................................9
3.5 Collective Bargaining Unit Employees.............................9
3.6 Nonresident Alien................................................9
3.7 Common Law Employees.............................................9
ARTICLE IV. DEFERRED CASH CONTRIBUTIONS.......................................10
4.1 Contribution (Payroll) Deduction................................10
4.2 Age 50 Catch-Up Contributions...................................10
4.3 Effect of Contribution (Payroll) Deduction......................11
ARTICLE V. CONTRIBUTIONS......................................................12
5.1 Deferred Cash Contributions.....................................12
5.2 Company Contributions...........................................12
5.3 Actual Deferral Percentage......................................12
5.4 Required Test and Adjustment....................................13
5.5 Adjustment to Company Contribution Accounts.....................14
5.6 Rollover Contributions..........................................16
ARTICLE VI. ACCOUNTS..........................................................17
6.1 Valuation of Accounts...........................................17
6.2 Allocation of Contributions and Withdrawals.....................17
6.3 Allocation of Net Earnings or Losses............................17
6.4 Allocation of Distributions.....................................17
6.5 Limitations on Allocations......................................17
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ARTICLE VII. INVESTMENT OF TRUST FUNDS........................................19
7.1 Investment Funds................................................19
7.2 Investment Elections............................................19
7.3 Special Provisions Re: Common Stock of
Alliant Energy Corporation.....................................20
7.4 Loans...........................................................21
ARTICLE VIII. NONFORFEITURE OF BENEFITS.......................................24
ARTICLE IX. DISTRIBUTIONS.....................................................25
9.1 Distributions as a Result of Termination or Disability..........25
9.2 Direct Transfer of Eligible Rollover Distributions..............26
9.3 Payments to Beneficiary.........................................27
9.4 Provision Regarding Unpaid Loans................................27
9.5 Participant's Interest Not Transferable.........................28
9.6 Facility of Payment.............................................28
ARTICLE X. WITHDRAWALS DURING EMPLOYMENT......................................29
10.1 Hardship Withdrawals............................................29
10.2 Other In-Service Withdrawals....................................30
ARTICLE XI. ADMINISTRATION....................................................32
11.1 Plan Administered by Committee..................................32
11.2 Indemnity for Liability.........................................33
11.3 Appeal from Denial of Claims....................................33
11.4 USERRA Compliance...............................................34
ARTICLE XII. AMENDMENT AND TERMINATION........................................35
12.1 Amendment.......................................................35
12.2 Right to Terminate Plan.........................................35
ARTICLE XIII. TOP-HEAVY RESTRICTIONS..........................................36
13.1 General.........................................................36
13.2 Minimum Benefits................................................37
ARTICLE XIV. LEVERAGING.......................................................38
14.1 Acquisition Loans...............................................38
14.2 Loan Suspense Account...........................................38
14.3 Restrictions on Allocations.....................................39
14.4 Impact on Annual Additions Limitations..........................39
14.5 Company Contributions...........................................40
14.6 Excess Match....................................................40
14.7 Nonterminable Rights............................................40
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Schedule A....................................................................41
Schedule B....................................................................42
Schedule C....................................................................44
Schedule D....................................................................45
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ARTICLE I. INTRODUCTION
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1.1 Establishment and Purpose. Effective May 29, 1998 the Interstate Power
Company 401(k) Plan and IES Industries Inc. Employee Savings Plan were
merged into the Wisconsin Power and Light Company Employees'
Retirement Savings Plan, with the merged plan renamed the Interstate
Energy Corporation 401(k) Savings Plan. The Plan was renamed the
Alliant Energy Corporation 401(k) Savings Plan effective June 30, 1999
and was amended in several other respects prior to 2002. This
restatement is effective January 1, 2002 and is intended (i) to
satisfy applicable statutory and regulatory requirements, (ii) to
implement an employee stock ownership plan as a portion of the Plan in
order to make the Company eligible for the dividend deduction
provisions of Code Section 404(k), and (iii) to implement certain
other design changes. The purpose of the Plan is to encourage savings
and to provide tax-effective compensation to eligible employees.
1.2 Legal Requirements. The Plan is intended to constitute both a
qualified cash or deferred compensation arrangement within a profit
sharing plan within the meaning of Code Sections 401(k) and 402(a)(8)
and a stock bonus plan which is an employee stock ownership plan
within the meaning of Code Sections 404(k) and 4975(e)(7). The Trust
Agreement providing for the investment of contributions made hereunder
and for the payment of benefits to Participants is intended to
constitute a qualified trust within the meanings of Code Sections 401
and 501(a).
1.3 Absence of Guarantee. Neither the Committee, the Trustee, the
Corporation, nor the Company in any way guarantees the Trust Fund
against loss or depreciation. The Company does not guarantee any
payment to any person. The liability of the Company, the Trustee, the
Corporation, and the Committee to make any payment under this Plan
will be limited to the assets in the Trust Fund which are available
for that purpose.
1.4 Employment Rights. The Plan shall not constitute a contract of
employment with any employee. Participation in the Plan will not give
any Participant the right to be retained in the employ of the Company,
nor any right or claim to any distribution under the Plan, unless such
claim has specifically accrued under the terms of the Plan.
1.5 Litigation by Participants. To the extent permitted by law, if a legal
action begun against the Trustee, the Corporation, the Company, or the
Committee by or on behalf of any person, results in a decision adverse
to that person; or if a legal action arises because of conflicting
claims to a Participant's Account(s), the cost and expense incurred by
the Trustee, the Corporation, the Company, and the Committee of
defending or participating in the action will be charged, to the
extent permitted by law, to the sums, if any, which were involved in
the action or were payable to the Participant or other person
concerned.
1.6 Controlling Law. Except to the extent superseded by laws of the United
States, the laws of Wisconsin shall be controlling in all matters
relating to the Plan.
1.7 Merger or Consolidation of Plan and Trust Fund. Neither the Plan nor
the Trust Fund may be merged or consolidated with, nor may its assets
and liabilities be transferred to, any other plan or trust, unless
each Participant would (if such plan then terminated) be entitled to a
benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit to which such Participant
would have been entitled immediately before the merger, consolidation
or transfer (if the Plan had then terminated).
1.8 Gender and Number. Where the context permits, words in the masculine
gender shall include the feminine and neuter genders, the single shall
include the plural, and the plural shall include the singular.
1.9 Participating Groups and Schedules. The eligible employees are
comprised of a number of different Participating Groups. As a result
of collective bargaining, prior plan benefits, and/or other factors,
the substantive provisions vary between the Participating Groups and
are reflected in both the basic text and the applicable Schedules with
respect to applicable Accounts. In the event a Participant transfers
from one Participating Group to another, except as otherwise provided,
assets in a particular Account shall remain in such Account and be
subject to the rules applicable for such Account.
1.10 Effective Dates. The USERRA rules in paragraph 11.4 shall be
retroactively effective to December 12, 1994. The discrimination tests
reflected in Sections 5.4 and 5.5 as they applied in the pre-2002
document shall be retroactively amended to reflect that the "current
year" method was utilized in 1998 for all groups except for the WPL
bargaining group and in 2000 for all groups.
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ARTICLE II DEFINITIONS
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As used in this Plan, the following terms shall have the meanings set forth
below, unless the context clearly indicates otherwise:
2.1 Account or Accounts means the record of a Participant's interest in
the Plan, composed of the Employee Pretax Account, the Employer
Contribution Account, the Employer Match A Account, the Employer Match
B Account, the Pre-87 Aftertax Account, the Post-86 Aftertax Account,
the Prior Plan Monies Account, and the Rollover Account.
2.2 Affiliated Company means any corporation or other entity which is
treated as a single employer with the Corporation pursuant to Code
Section 414(b), (c), (m) or (o), including the Corporation and any
other Company.
2.3 Alliant Common Stock Fund means the Investment Fund described in
paragraph 7.3. It has two subaccounts, the Alliant ESOP Fund and the
Alliant Non-ESOP Fund.
2.4 Alliant ESOP Fund means the Alliant Energy Corporation ESOP Stock
Fund, which is the portion of the Alliant Common Stock Fund comprised
of the assets of the Alliant Common Stock Fund on January 1, 2002,
plus any Company Contributions or Rollover Contributions thereafter
which are invested to the Alliant Common Stock Fund, minus any
transfers, withdrawals or distributions out of the Alliant Common
Stock Fund attributable to the Alliant ESOP Fund pursuant to
paragraphs 5.5 or 7.2 or Articles IX or X. In addition, on January 1,
2003 and each January 1 thereafter, the Alliant ESOP Fund shall
include the assets transferred to it from the Alliant Non-ESOP Fund.
The Alliant ESOP Fund as in existence from time to time constitutes
the employee stock ownership plan portion of the Plan and is intended
to be primarily invested in the common stock of Alliant Energy
Corporation.
2.5 Alliant Non-ESOP Fund means the Alliant Energy Corporation Non-ESOP
Stock Fund, which is the portion of the Alliant Common Stock Fund
attributable to Deferred Cash Contributions made after December 31,
2001, plus any transfers to the Alliant Common Stock Fund after
January 1, 2002 pursuant to paragraph 7.2 and any loan repayments to
the Alliant Common Stock Fund after January 1, 2002 pursuant to
paragraph 7.4, minus any transfers, withdrawals or distributions out
of the Alliant Common Stock Fund attributable to the Alliant Non-ESOP
Fund pursuant to paragraphs 5.4 or 7.2 or Articles IX or X.
Notwithstanding the foregoing, on January 1, 2003 and each January 1
thereafter, the assets in the Alliant Non-ESOP Fund shall be
automatically transferred to the Alliant ESOP Fund, and the Alliant
Non-ESOP Fund shall begin the year with no assets.
2.6 Beneficiary shall mean the Spouse, if then living, unless an
alternative Beneficiary is designated by the Participant and such
designation is consented to by the Spouse in accordance with
procedures established by the Committee. In the event the Participant
is not married or has no living Spouse, Beneficiary shall mean any
person
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designated as such by the Participant on a form supplied by the
Committee to receive the benefits payable upon the death of the
Participant. If no such designation is in effect at the time of the
death of the Participant, or if no person so designated with the
consent of the Spouse, if so required hereby, shall survive the
Participant, the Beneficiary shall be the Spouse, if then living; and
if the Spouse is not then living, then the Participant's estate. A
Participant may at any time change a designated Beneficiary; provided,
however, that no such change shall be effective unless in writing on
forms provided by the Committee and provided any such designation is
consented to by the Spouse. Except as otherwise provided in a valid
beneficiary designation, a Beneficiary living at the death of a
Participant may designate his own Beneficiary, and, in the event of
death without a valid designation, the next Beneficiary shall be such
Beneficiary's estate. Notwithstanding the foregoing, in the event of
the Participant's divorce, the former spouse shall cease to be a
Beneficiary unless after such divorce the Participant completes a new
designation naming such individual as a Beneficiary.
2.7 Code means the Internal Revenue Code of 1986 as amended from time to
time.
2.8 Committee means the Employee Total Compensation Committee appointed by
the Board of Directors of the Corporation. Such Committee has the
responsibility for the administration of the Plan as provided in
Article XI.
2.9 Company means collectively, unless the context indicates otherwise,
the Corporation, Alliant Energy Corporation, Interstate Power and
Light Company, Wisconsin Power and Light Company, Alliant Energy
Resources, Inc., Alliant Energy Integrated Services Company,
Industrial Energy Applications, Inc., Schedin & Associates, Inc., SVBK
Consulting Group, Inc., Cogenex Corporation, Energy Performance
Services Inc., Alliant Energy International, Inc., Alliant Energy
Investments, Inc., Heartland Properties, Inc., Capital Square
Financial Corporation, Alliant Energy Transportation, Inc., Transfer
Services, Inc., Williams Bulk Transfer Inc., Cedar Rapids and Iowa
City Railway Co., and other Affiliated Companies to which the Plan has
been extended by action of the Committee.
2.10 Company Contributions means the contributions made to the Plan by the
Company on behalf of a Participant in accordance with paragraph 5.2.
2.11 Compensation means for a Participant for the Plan Year, the aggregate
of:
(a) base pay and overtime pay, plus
(b) such incentive pay, if any, as is identified by the Committee,
prior to the payment of any such amount, as includible as
"Compensation" hereunder, plus
(c) the amount of any salary reduction contributions pursuant to Code
Sections 125, 132(f), and 401(k) from the amounts in (a) and (b)
above.
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The maximum annual compensation taken into account hereunder for
purposes of calculating any Participant's accrued benefit (including
the right to any optional benefit) and for all other purposes under
the Plan shall be two hundred thousand dollars ($200,000) or such
higher amount permitted pursuant to Code Section 401(a)(17).
2.12 Corporation means Alliant Energy Corporate Services, Inc. or any
successor or successors.
2.13 Deferred Cash Contributions means the contributions made to the Plan
by the Company for a Participant in accordance with the Participant's
contribution (payroll) deduction under Article IV.
2.14 Disability means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment, which impairment is, or is anticipated to be, total and
permanent in the judgment of the Committee. Any Participant who
receives long-term disability benefits pursuant to a plan sponsored by
the Company is presumptively disabled for purposes of this Plan. The
"Disability Date" is the date on which the Participant becomes
disabled or the date the Participant begins to receive such disability
benefits, whichever date the Participant so elects.
2.15 Employee Pretax Account means the Account reflecting a Participant's
interest in the Plan related to Deferred Cash Contributions and
previous employee pre-tax contributions as determined by the
Committee.
2.16 Employer Contribution Account means the Account reflecting part or all
of a Participant's interest in the Plan related to Company
Contributions for applicable Participating Groups as provided in the
applicable Schedules.
2.17 Employer Match A Account means the Account reflecting part or all of a
Participant's interest in the Plan related to Company Contributions
for applicable Participating Groups as provided in the applicable
Schedules and/or prior employer contributions as determined by the
Committee.
2.18 Employer Match B Account means the Account reflecting part or all of a
Participant's interest in the Plan related to Company Contributions
for applicable Participating Groups as provided in the applicable
Schedules and/or prior employer contributions as determined by the
Committee.
2.19 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.20 Highly Compensated Employee means an employee defined in paragraph
5.3.
2.21 Investment Funds means those funds defined in paragraph 7.1 hereof.
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2.22 Participant means an employee who satisfies the participation
requirements of Article III.
2.23 Participant Loan Fund means the Investment Fund which reflects any
amounts loaned to a Participant pursuant to paragraph 7.4 which are
considered a segregated investment by such Participant.
2.24 Participating Group means a group of employees of the Company who are
subject to substantially similar substantive provisions hereunder as
provided in such group's applicable Schedule.
2.25 Plan means the "Alliant Energy Corporation 401(k) Savings Plan" as set
forth in this document, and as amended from time to time.
2.26 Plan Year means a calendar year which begins on January 1 and ends on
December 31.
2.27 Post-86 Aftertax Account means the Account reflecting a Participant's
interest in the Plan related to after-tax employee contributions made
after 1986 as determined by the Committee.
2.28 Pre-87 Aftertax Account means the Account reflecting a Participant's
interest in the Plan related to after-tax employee contributions made
prior to 1987 as determined by the Committee.
2.29 Prior Plan Monies Account means the Account reflecting a Participant's
interest in the Plan related to certain prior employer contributions
as determined by the Committee.
2.30 Rollover Contributions means a Participant's contributions as
determined under paragraph 5.6 hereof.
2.31 Rollover Contribution Account means the Account reflecting a
Participant's interest in the Plan related to Rollover Contributions
and/or prior rollovers as determined by the Committee.
2.32 Schedule means one of the attachments at the end hereof that explain
the substantive provisions applicable to the various Participating
Groups.
2.33 Spouse means the person who is legally married to the Participant as
of any date of reference.
2.34 Trust Agreement means any written agreement establishing a trust for
purposes of receiving, holding, investing, and disposing of the Trust
Fund.
2.35 Trust Fund means the Trust Fund established pursuant to a Trust
Agreement for purposes of receiving and investing contributions made
pursuant to this Plan and for
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the purpose of paying distributions hereunder. Any such Trust shall be
qualified under Code Section 501(a).
2.36 Trustee means the person acting as Trustee under any Trust Agreement.
2.37 Valuation Date means the date that Accounts are valued, i.e., each
business day.
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ARTICLE III. PARTICIPATION
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3.1 Eligibility Requirements.
(a) The eligibility requirements are identified for each
Participating Group in the applicable Schedule.
(b) For purposes of this section, "hours of service" shall mean:
(i) each hour for which such employee is directly or indirectly
paid, or entitled to payment, for the performance of duties
for an Affiliated Company;
(ii) each hour such employee is paid for holidays, vacation or
other time not worked;
(iii) each hour such employee would have normally worked while on
disciplinary suspension or on approved leave-of-absence due
to sickness, accident, military service, or government
service during time of war, or other cause; provided
however, that he returns to active employment at the
expiration of such leave-of-absence, otherwise no hours of
service shall be credited for such periods;
(iv) each hour such employee would have worked while disabled and
receiving payments under the terms of the Company's sick
leave plan or long-term disability plan; and
(v) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to; provided, however,
that no more than five hundred one (501) hours shall be
credited for payments of back pay for a period of time
during which the employee performed no duties.
When computing hours of service, overtime hours shall be treated
as straight time hours; and there shall be no duplication of
credit for hours which might otherwise be creditable under more
than one of the above listed categories.
(c) A rehired employee in an eligible status who previously completed
the eligibility requirements for the Participating Group in which
rehired, shall be eligible to participate on the date of rehire.
3.2 Participation Requirements. To become a Participant in the Plan, an
eligible employee must either:
(a) affirmatively make a contribution (payroll) deduction under
paragraph 4.1 hereof, or
(b) elect to make a Rollover Contribution under paragraph 5.6 hereof.
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3.3 Duration of Participation. An employee who has become a Participant
shall continue to be a Participant in the Plan until the first
Valuation Date on which no balance remains in any of his Accounts.
3.4 Leased Employees. A person who is a "leased employee" within the
meaning of Code Section 414(n) and (o) shall not be eligible to
participate in the Plan, but in the event such a person was
participating or subsequently becomes eligible to participate herein,
credit shall be given for the person's service as a leased employee
toward completion of the Plan's eligibility requirements, including
any service for an Affiliated Company. A "leased employee" for this
purpose is any person (other than a common law employee of an
Affiliated Company) who, pursuant to an agreement between an
Affiliated Company and any other person has performed services for the
Affiliated Company on a substantially full-time basis for a period of
at least one year, if such services are performed under the primary
direction of or control by the Affiliated Company.
3.5 Collective Bargaining Unit Employees. An employee in a collective
bargaining unit with which the Company has a bargaining agreement
shall not be eligible to participate in the Plan unless, and then only
to the extent, such bargaining agreement specifically provides.
3.6 Nonresident Alien. A person shall not be eligible to participate in
the Plan if such person is a nonresident alien who receives no earned
income from the Company that constitutes income from sources within
the United States.
3.7 Common Law Employees. Coverage under the Plan is limited to persons
who are treated by the Company as common law employees for federal
employment tax purposes. In the event the Company changes its
treatment of a person from independent contractor to common law
employee, for whatever reason, coverage shall apply prospectively as
of the date of such change.
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ARTICLE IV. DEFERRED CASH CONTRIBUTIONS
---------------------------------------
4.1 Contribution (Payroll) Deduction. An eligible employee may elect to
make Deferred Cash Contributions by a contribution (payroll) deduction
in an amount in any multiple of one percent (1%) from zero percent
(0%) of his Compensation up to a maximum of nineteen percent (19%).
Such maximum percentage may be amended by action of the Committee from
time to time, including the establishment of a separate maximum rate
for Highly Compensated Employees. New or revised elections may be made
on a daily basis in the manner provided by the Committee. The
Committee may limit or reduce the Deferred Cash Contributions of
Highly Compensated Employees, as provided for in paragraph 5.4 hereof.
Notwithstanding the foregoing provisions of this paragraph 4.1 and
subject to paragraph 10.1(e), the maximum amount that a Participant
may elect to have contributed for any Plan Year pursuant to a
contribution (payroll) deduction shall not exceed eleven thousand
dollars ($11,000) in 2002 and the applicable amount for future years
as provided in Code Section 402(g), reduced by the amount of any
contributions made by an Affiliated Company for such Plan Year on
behalf of the Participant pursuant to a salary reduction agreement
under any other qualified plan under Code Section 401(k) maintained by
the Affiliated Company. In the event such limitation is exceeded for a
Plan Year, then, notwithstanding any other provision of the Plan or
law, such excess, to the extent it has been contributed to the Plan,
plus any income and minus any loss allocable thereto, shall be
distributed to the Participant not later than April 15 next following
the end of such Plan Year. Excess contributions to be distributed from
an Employee Pretax Account, plus any income and minus any loss
allocable thereto, shall be distributed from the Investment Funds in
which such Account is invested at the time of distribution pro rata in
accordance with the balance of the Account in each of the Investment
Funds as of the Valuation Date next preceding the date of distribution
but adjusted for any later loan made from the Account, except that no
amount shall be distributed from the Account invested in the
Participant Loan Fund until the balance in the other Investment Funds
has been distributed. For purposes of this paragraph, the income or
loss allocable to the excess contributions to be distributed from such
Account for a Plan Year shall be determined by multiplying the total
income or loss of the Account for such Plan Year by a fraction, the
numerator of which is the excess contributions to be distributed from
such account for such Plan Year and the denominator of which is the
balance in such Account as of the end of such Plan Year.
4.2 Age 50 Catch-Up Contributions. Effective July 1, 2002, additional
Deferred Cash Contributions shall be permitted on a pre-tax basis for
Participants who are at least age forty-nine (49) by the December 31
preceding the applicable calendar year in the amount of $1,000 for
2002, $2,000 for 2003, $3,000 for 2004, $4,000 for 2005 and $5,000 for
2006 and thereafter (as adjusted by cost of living increases pursuant
to Code Section 414(v)). Such catch-up contributions shall be
collected pursuant to the payroll deduction election of the
Participant in the manner determined by the Committee. Eligible
Participants are those who have attained the stated age and
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otherwise reach the limitation on Deferred Cash Contributions imposed
either by law or by the design of the Plan. For all purposes of the
Plan such catch-up contributions shall be treated as Deferred Cash
Contributions, except to the extent that such catch-up contributions
shall not be eligible for matching contributions hereunder nor subject
to any restrictions hereunder such as paragraphs 4.1 and 5.4 except as
otherwise specified in Code Section 414(v).
4.3 Effect of Contribution (Payroll) Deduction. A Participant who has a
contribution (payroll) deduction in effect for any Plan Year will have
the elected portion of his Compensation deferred in order to have it
contributed to the Plan by the Company on behalf of the Participant as
a Deferred Cash Contribution. A contribution (payroll) deduction shall
become effective as soon as practicable commencing after the later of
the election or the applicable entry date. Once effective, a
contribution (payroll) deduction shall remain in effect until the
earliest of the following events to occur:
(a) The applicable date determined by the Committee following the
Company's receipt of the Participant's notification changing his
contribution (payroll) deduction;
(b) The Participant's termination date;
(c) The Disability Date of the Participant;
(d) The application of the adjustment defined in paragraph 5.4 or the
limitation provided in paragraphs 4.1 and 4.2; or
(e) The receipt of a hardship withdrawal in accordance with paragraph
10.1.
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ARTICLE V. CONTRIBUTIONS
------------------------
5.1 Deferred Cash Contributions. The Company shall periodically make
Deferred Cash Contributions to this Plan, equal to the amounts elected
by Participants in accordance with Article IV hereof. The Company
shall periodically forward all Deferred Cash Contributions to the
Trustee as soon as practicable in the form of cash; provided all such
contributions are so forwarded by the fifteenth (15th) day of the
month following the salary deferral.
5.2 Company Contributions. Subject to the provisions of paragraph 5.4, the
Company shall make Company Contributions for each of its Participants
in the amounts identified for each Participating Group in the
applicable Schedule. The Company shall periodically forward all
Company Contributions to the Trustee; provided that all Company
Contributions in respect of a pay period are so forwarded no later
than the time for filing (including extensions thereof) the Company's
Federal income tax return for the tax year in which such pay period
occurs. Company contributions shall be allocated to the applicable
Account as provided for the Participating Group in the applicable
Schedule.
5.3 Actual Deferral Percentage. The actual deferral percentage for a
specified group of employees eligible to be Participants pursuant to
paragraph 3.1 (as hereinafter described) for a Plan Year shall be the
average of one hundred (100) times the result (calculated separately
for each employee in such group) obtained by dividing the amount of
Deferred Cash Contributions actually paid to the Plan for each such
employee for such Plan Year by the employee's compensation for the
portion of such Plan Year for which Deferred Cash Contributions were
made or could have been made for such employee. For the purposes of
this paragraph and the second paragraph of paragraph 5.5, the term
"compensation" means compensation for services performed for the
Company that is currently includable in the employee's gross income
and, if elected by the Company, any amounts contributed by the Company
pursuant to a salary reduction agreement and which is not includable
in the gross income of the employee under either Code Section 125 or
402(a)(8). As soon as practicable after the end of the Plan Year, the
Committee shall calculate the actual deferral percentages for the Plan
Year for the group of employees who are Highly Compensated Employees
for the Plan Year and for the group of employees who are not Highly
Compensated Employees for the Plan Year. For the purposes of this
Article V, the term "Highly Compensated Employee" means:
(a) A highly compensated active employee includes any employee who
performs service for the Affiliated Companies and who:
(i) was a five percent (5%) owner during the prior Plan Year or
the current Plan Year, or
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(ii) received compensation from the Affiliated Companies in
excess of eighty-five thousand dollars ($85,000) (as
adjusted pursuant to Code Section 415(d)) during the prior
Plan Year.
(b) For purposes of this definition and the tests in paragraphs 5.4
and 5.5, the compensation and contribution history of the merged
plans prior to the merger date shall be considered and
aggregated.
(c) The determination of who is a Highly Compensated Employee will be
made in accordance with Code Section 414(q).
5.4 Required Test and Adjustment. The following test shall be applied
separately to (i) those Participants who are not in a collective
bargaining unit and (ii) those Participants who are in a collective
bargaining unit, with each separate unit also being tested separately.
Notwithstanding the provisions of paragraphs 4.1 and 5.1, if the
actual deferral percentage for the employees eligible to be
Participants pursuant to paragraph 3.1 who are Highly Compensated
Employees for any Plan Year exceeds, or in the judgment of the
Committee is likely to exceed, the greater of (a) or (b) as follows:
(a) The actual deferral percentage for the prior Plan Year for the
employees who are not Highly Compensated Employees for such prior
Plan Year, multiplied by 1.25, or
(b) The actual deferral percentage for such prior Plan Year for the
employees who are not Highly Compensated Employees for such prior
Plan Year, multiplied by two (2); provided, however, that the
actual deferral percentage for the employees who are Highly
Compensated Employees for the Plan Year may not exceed the actual
deferral percentage for the prior Plan Year for the employees who
are not Highly Compensated Employees for such prior Plan Year by
more than two (2) percentage points;
then amounts contributed, or to be contributed, on behalf of
Participants who are Highly Compensated Employees for such Plan Year
shall be reduced at such time and in such manner as the Committee
shall determine under rules and regulations uniformly applied and
consistent with the following provisions of this paragraph so that the
actual deferral percentage for employees who are Highly Compensated
Employees for such Plan Year does not exceed the greater of (a) or (b)
above. If during the Plan Year a Participant who is a Highly
Compensated Employee for such Plan Year also participated in any other
plan of the Company which includes a cash or deferred arrangement
qualifying under Code Section 401(k), his compensation and
contributions made pursuant to the cash or deferred arrangement under
such other plan shall be taken into account for purposes of applying
the tests under (a) or (b) above. In order to accomplish the
foregoing, the Committee, in its discretion, may adjust the amount of
contribution (payroll) deductions authorized pursuant to the
provisions of paragraph 4.1 for such future period as may be required
and shall do so by making such adjustments in the amounts to be
contributed on behalf of
13
Participants who are Highly Compensated Employees for such Plan Year
in the order of the contribution (payroll) deductions authorized by
Participants who are Highly Compensated Employees beginning with the
highest of such percentages. After the end of the Plan Year, if there
are any excess amounts that must be refunded in order to satisfy the
test, the Committee shall refund Deferred Cash Contributions
previously made to the Highly Compensated Employees who made the
contributions with the largest dollar amounts, leveling the maximum
dollar amount until such excess is fully refunded. The amount by which
Deferred Cash Contributions previously made on behalf of a Participant
for a Plan Year is reduced, plus any income and minus any loss
allocable thereto, shall be paid, notwithstanding any other provision
of the Plan or law, to the Participant not later than the end of the
following Plan Year. Such distribution shall be made from the
Investment Funds in which the Participant's Employee Pretax Account is
invested at the time of distribution pro rata in accordance with the
balance of such Account in each of the Investment Funds as the
Valuation Date next preceding the date of distribution but adjusted
for any later loan made from the Account, except that no amount shall
be distributed from the Account invested in the Participant Loan Fund
until the balance in the other Investment Funds has been distributed.
For purposes of this paragraph, the income or loss allocable to such
contributions to be distributed from a particular Account for a Plan
Year shall be determined by multiplying the total income or loss of
the Account for such Plan Year by a fraction, the numerator of which
is the amount of contributions to be distributed from such Account for
such Plan Year and the denominator of which is the balance in such
Account as of the end of the Plan Year.
5.5 Adjustment to Company Contribution Accounts. The following test shall
be applied separately to (i) those Participants who are not in a
collective bargaining unit and (ii) those Participants who are in a
collective bargaining unit, with each separate unit also being tested
separately. Notwithstanding the provisions of paragraph 5.2, if the
average contribution percentage for the employees who are Highly
Compensated Employees for any Plan Year exceeds, or in the judgment of
the Committee is likely to exceed, the greater of (a) or (b) as
follows:
(a) The average contribution percentage for the prior Plan Year for
the eligible employees who are not Highly Compensated Employees
for such prior Plan Year, multiplied by 1.25; or
(b) The average contribution percentage for such prior Plan Year for
the employees who are not Highly Compensated Employees for such
prior Plan Year, multiplied by two (2); provided, however, that
the average contribution percentage for the employees who are
Highly Compensated Employees for the Plan Year may not exceed the
average contribution percentage for the prior Plan Year for the
employees who are not Highly Compensated Employees for such prior
Plan Year by more than two (2) percentage points; and provided
further that the provisions of this subparagraph (b) shall be
inapplicable to the extent prescribed by Treasury regulations to
prevent the multiple use of this alternative limitation;
14
then the amounts contributed, or to be contributed, on behalf of
Participants who are Highly Compensated Employees for such Plan Year
shall be reduced at such time and in such manner as the Committee
shall determine under rules and regulations uniformly applied and
consistent with the following provision of this paragraph so that the
average contribution percentage for the employees who are Highly
Compensated Employees for such Plan Year does not exceed the greater
of (a) or (b) above. If during the Plan Year a Participant who is a
Highly Compensated Employee for such Plan Year also participated in
any other plan of the Company to which employer matching contributions
or employee contributions required to be taken into account hereunder
are made, his compensation and such contributions made under such
other plan shall be taken into account for purposes of applying the
tests under (a) or (b) above. In order to accomplish the foregoing,
the Committee, in its discretion, may adjust the amount of Company
Contributions to be made pursuant to the provisions of paragraph 5.2
for such future period as may be required and shall do so by making
such adjustments in the amounts to be contributed to Accounts on
behalf of Participants who are Highly Compensated Employees for such
Plan Year in the order of the contribution percentage (determined in
accordance with the last paragraph of this paragraph) of such
Participants beginning with the highest of such percentages. After the
end of the Plan Year, if there are any excess amounts that must be
reduced in order to satisfy the test, the Committee shall reduce
Company Contributions previously made to the Highly Compensated
Employees with the largest dollar amounts, leveling the maximum dollar
amount until such excess is fully reduced. The amount by which
contributions previously made to a Participant's Account for a Plan
Year are so reduced, plus any income and minus any loss allocable
thereto, shall be paid to the Participant not later than the end of
the following Plan Year. In addition, if reductions in a Participant's
Deferred Cash Contributions are made pursuant to paragraph 5.4, the
Committee shall reduce Company Contributions previously made with
respect to any such contributions pursuant to the provisions of
paragraph 5.2 and such amount, plus any income and minus any loss
allocable thereto, shall be paid to the Participant not later than the
end of the following Plan Year. Such reductions in contributions from
the Participant's Account, plus any income and minus any loss
allocable thereto, shall be made from the investment fund in which
such contributions were invested. For purposes of this paragraph, the
income or loss allocable to contributions for a Plan Year shall be
determined by multiplying the total income or loss of the applicable
Account for such Plan Year by a fraction, the numerator of which is
the amount by which contributions to such Account are to be reduced
for such Plan Year and the denominator of which is the balance in such
Account as of the end of such Plan Year.
For purposes of this paragraph, "average contribution percentage" for
a specified group of employees eligible to be Participants pursuant to
paragraph 3.1 for a Plan Year shall be the average of one hundred
(100) times the result (calculated separately for each employee in
such group) obtained by dividing the amount actually contributed to
the Account of each such employee under paragraph 5.2 for such Plan
Year by the employee's compensation for the portion of such Plan Year
for which Company Contributions were made or could have been made for
such employee.
15
5.6 Rollover Contributions. An employee of the Company who is not excluded
from participation pursuant to paragraph 3.5 or 3.6 may elect to
rollover into the Plan (a "Rollover Contribution") in the form of cash
any benefits of such employee arising out of participation by such
employee or such employee's deceased spouse in an employee pension
benefit plan maintained by an Affiliated Company or a former employer
of such person or any individual retirement account to the maximum
extent permitted by law, excluding after-tax accounts.
An employee who makes a rollover into the Plan prior to becoming a
Participant pursuant to paragraph 3.1 shall be treated as a
Participant hereunder solely with respect to the rollover, until such
time that the requirements of paragraph 3.1 are satisfied.
16
ARTICLE VI. ACCOUNTS
--------------------
6.1 Valuation of Accounts. As of the end of each business day the
Account(s) of each Participant shall be valued, subject to the
adjustments described in paragraphs 6.2, 6.3, and 6.4 hereof. As soon
as practicable after the end of each Plan Year, the Trustee shall
cause to be delivered to the Participant, a statement summarizing the
activity in the Participant's Account during the previous year and
showing the value of investment in the Account, broken down by
Investment Fund(s).
6.2 Allocation of Contributions and Withdrawals. After the end of each pay
period, Deferred Cash Contributions and Company Contributions made by
the Company on behalf of each Participant pursuant to Article V,
during the pay period then ending, shall be added to the proper
Account of each such Participant. All distributions pursuant to
paragraphs 4.1, 5.4, and 5.5 and withdrawals made by Participants
shall be deducted from the proper Account of each such Participant as
of the date of payment.
6.3 Allocation of Net Earnings or Losses. As of each Valuation Date, there
shall be determined the net earnings or losses of each of the
Investment Funds, other than the Participant Loan Fund, adjusted for
any costs or expenses payable from the Trust Fund pursuant to the
Trust Agreement. Such net earnings or losses determined as of the
Valuation Date, shall be allocated as of that date to the Account(s)
of all Participants in the proportion that each Account balance is
invested in such Investment Fund as of the preceding Valuation Date,
adjusted for any withdrawals and distributions described in paragraph
6.2, Participant loans made from such Investment Fund described in
paragraph 7.4, transfers to the Investment Fund from other Investment
Funds, transfers from the Investment Fund to other Investment Funds,
Rollover Contributions made to such Investment Fund, and Deferred Cash
Contributions, Company Contributions and interest and loan repayments
on Participant loans made since the last Valuation Date and invested
in such Investment Fund, bears to the total of all such Account
balances in each Investment Fund so adjusted.
6.4 Allocation of Distributions. As of each Valuation Date, after the
allocations under paragraphs 6.2 and 6.3 have been made, any
distributions to be made to a Participant under Article IX shall be
deducted from the proper Accounts of the Participant. The value of any
distributions shall be based on the Valuation Date preceding the
distribution.
6.5 Limitations on Allocations. The Plan is subject to the limitations on
benefits and contributions imposed by Code Section 415 which are
incorporated herein by this reference. The limitation year shall be
the Plan Year. Any amounts not allocable to a Participant by reason of
the limitations incorporated herein shall be allocated and reallocated
during the limitation year among all other eligible Participants to
the extent permitted by the limitations in lieu of Company
Contributions. Any amounts
17
which cannot be allocated or reallocated due to the limitations shall
be credited to a suspense account subject to the following conditions:
(a) amounts in the suspense account shall be allocated in lieu of
Company Contributions among all eligible Participants hereunder
at such time, including termination of the Plan or complete
discontinuance of Company contributions, as the foregoing
limitations permit,
(b) no investment gains or losses shall be allocated to the suspense
account,
(c) no further Company contributions shall be permitted until the
foregoing limitations permit their allocation to Participant's
accounts, and
(d) upon termination of the Plan any unallocated amounts in the
suspense account shall revert to the Company.
18
ARTICLE VII. INVESTMENT OF TRUST FUNDS
--------------------------------------
7.1 Investment Funds. Contributions made under this Plan shall be
deposited in the Trust Fund for purposes of investment. The Trust Fund
shall consist of the Alliant Common Stock Fund, the Participant Loan
Fund and at least three (3) or more additional Investment Funds as
shall be designated from time to time by the Committee. Investment
Funds are not separate trust funds but are funds reflecting various
types of investments that the Trustee shall from time to time
establish upon direction of the Committee. Each Participant's share in
the Trust Fund shall consist of an undivided interest in the
respective assets allocated to one (1) or more of such Investment
Funds from time to time. Except as otherwise provided, each
Participant's share in each such Investment Fund as of any Valuation
Date shall be that proportion of such Investment Fund that his
Accounts in such Investment Fund as of such date bear to the total
Accounts of all Participants in such Investment Fund as of the
Valuation Date that such share is being determined.
7.2 Investment Elections.
(a) A Participant's Account(s) and new contributions thereto shall be
invested in one (1) or more of the Investment Funds. Except as
otherwise provided herein, the allocation among the Investment
Funds shall be directed by the Participant in the manner and to
the extent provided by the Committee.
(b) Amounts invested in the Alliant Common Stock Fund shall be
automatically divided between the Alliant ESOP Fund and the
Alliant Non-ESOP Fund by the nature of such funds, without
direction by the Participant.
(c) Amounts in the Employer Match A Account shall be automatically
invested in the Alliant Common Stock Fund and shall remain in
such fund until distribution or withdrawal pursuant to paragraph
5.5 or Articles IX or X with two exceptions.
(i) During the thirty (30)-day period immediately prior to
"retirement," a Participant who is a bargaining unit
employee of Wisconsin Power and Light Company or Interstate
Power Company may redirect part or all of the assets of the
Employer Match A Account into any other Investment Fund. For
such purpose, "retirement" means the termination of
employment with the Affiliated Companies by reason of
retirement in accordance with the Wisconsin Power and Light
Company Retirement Plan B or the Interstate Power Company
Retirement Income Plan, as applicable, or their successors.
(ii) For a period of six (6) Plan Years (unless the qualified
Participant's account has theretofore been completely
distributed), beginning with the later of 2003 or the year
next following the year in which a Participant becomes a
qualified Participant, a qualified Participant may
19
elect to transfer the eligible diversification amount out of
the Alliant Common Stock Fund. A Participant becomes a
qualified Participant in the later of the Plan Year in which
he attains age fifty-five (55) or completes ten (10) years
of participation in the Plan, as determined by the
Committee; a Participant remains a qualified Participant
following termination of employment until his account has
been completely distributed. The eligible diversification
amount is the result obtained by subtracting transfers in
prior years from the Alliant Common Stock Fund related to
the Employer Match A Account under this diversification
provision, from twenty-five percent (25%) of the sum of (i)
the Participant's account balance in the Employer Match A
Account as of the December 31 immediately preceding an
election to transfer, and (ii) such prior transfers;
provided, however, that in the sixth (6th) year in which an
election hereunder may be made, fifty percent (50%) shall be
substituted for twenty-five percent (25%). An election to
transfer hereunder shall be made during the first ninety
(90) days of the Plan Year in the manner prescribed for such
purpose by the Committee; an election may be revoked or
modified during such ninety (90)-day period.
(d) The Plan is intended to constitute a plan described in ERISA
Section 404(c) with respect to all investments except those funds
in the Employer Match A Account.
7.3 Special Provisions Re: Common Stock of Alliant Energy Corporation.
(a) The Alliant Common Stock Fund shall be invested in the common
stock of Alliant Energy Corporation, which stock constitutes
"qualifying employer securities" as defined in ERISA, and such
cash equivalent as is deemed appropriate by the Committee for
liquidity purposes from time to time. Such qualifying employer
securities shall be acquired, held and disposed of in accordance
with the terms and provisions of this Plan; subject, however, to
such limitations, if any, as may be provided for in ERISA. Any
dividends received on common stock in this fund shall be
reinvested by the Trustee in common stock of Alliant Energy
Corporation as soon as possible.
(b) Each Participant shall have the right to direct the Trustee as to
the exercise of all voting rights with respect to the
Participant's proportional interest in common stock of Alliant
Energy Corporation held in the Alliant Common Stock Fund. If the
Trustee has not received directions as to the voting of any such
stock by the fifth (5th) day before the meeting of shareholders
at which such vote is to be taken, then such non-voted shares
shall be voted by the Trustee pursuant to the directions of the
Committee. There shall be delivered to such Participant all
reports, financial statements, proxies and proxy soliciting
material which are delivered to holders of common stock of
Alliant Energy Corporation in connection with each meeting of
stockholders.
20
(c) Purchases and sales of common stock of Alliant Energy Corporation
may be made by the Trustee on the open market or directly from or
to Alliant Energy Corporation. For each Investment Date, for
shares purchased directly from or sold directly to Alliant Energy
Corporation, the price of all shares purchased or sold under the
Plan will be the weighted average purchase price determined as
follows: the average of the high and low prices, carried to three
decimal places, of the common stock of Alliant Energy Corporation
reported as New York Stock Exchange - Composite Transactions on
the date of purchase or sale by the Trustee, "the Investment
Date" (or, if no trading in the common stock of Alliant Energy
Corporation occurs on such Exchange on the Investment Date on the
next preceding day on which the common stock is so traded).
(d) Notwithstanding any other provisions of the Plan, a Participant
may elect to receive a current cash payment of any dividends paid
on shares of Alliant Energy Corporation common stock in the
Alliant Common Stock Fund attributable to the Alliant ESOP Fund.
Such election shall be made in the manner provided by the
Committee. The Committee shall decide from time to time whether
payments of dividends shall be made quarterly, semi-annually or
annually, but in no event shall such payments be made later than
ninety (90) days after the end of the Plan Year in which the
dividends are paid by the Company. Any check processing fee
charged by the Trustee or other service provider shall be charged
against the Participant's Account(s) and shall be subtracted from
such Investment Fund as is determined according to rules
established by the Committee. In the event a Participant fails to
make an election, the dividends shall be retained in the Alliant
ESOP Fund. This election for a current distribution of dividends
shall not apply to dividends attributable to the Alliant Non-ESOP
Fund.
7.4 Loans.
(a) Upon the application of a Participant, the Committee, in
accordance with a uniform and nondiscriminatory policy, may
direct the Trustee to make a loan to such Participant for any
reason. Loans shall be made upon such terms as the Committee
shall specify consistent with the provisions of this paragraph.
Any loan approved by the Committee will be disbursed on such date
as the Committee shall direct provided the Participant is then an
employee.
(b) The amount of any loan shall be charged against the Participant's
Account(s) in the manner determined by the Committee and against
the Investment Fund, other than the Participant Loan Fund, in
which such Account(s) is invested pro rata in accordance with the
balance of such Account(s) in each of such Investment Funds as of
the Valuation Date prior to the date the loan is made. A loan
application fee shall be charged against the Participant's
Account(s) and shall be subtracted from such Investment Fund as
is determined according to rules established by the Committee.
21
(c) No loan to any Participant, when added to the outstanding balance
of all other loans from the Plan made to the Participant, shall
exceed the smallest of:
(i) fifty thousand dollars ($50,000), reduced by the excess, if
any, of the highest outstanding balance of all loans from
all qualified plans of the Affiliated Companies, to the
Participant during the one (1) year period ending on the day
before the date on which the loan is made over the
outstanding balance of loans from such plans to the
Participant on the date the loan is made;
(ii) fifty percent (50%) of the balance in the Participant's
Account, as of the most recent Valuation Date for which a
valuation is available, as adjusted for any distributions,
withdrawals, contributions or loan payments made after such
Valuation Date;
(iii) the balance of the eligible Participant's Accounts but
excluding the Employer Match A Account and the Employer
Contribution Account; or
(iv) such other limit as the Committee may impose on a uniform
and consistent basis.
(d) The rate of interest on a loan made in any given Plan Year, and
for the duration of such loan, shall be determined from time to
time by the Committee.
(e) Any loan to a Participant shall be repaid by the Participant in
such manner as the Committee shall determine, subject to the
limitations of this subparagraph. The Committee shall require
that the loan and interest thereon be repaid biweekly by payroll
deduction over a period which shall not exceed:
(i) ten (10) years where the proceeds of the loan are to be
applied to acquire a dwelling unit which within a reasonable
time (determined at the time the loan is made) is to be used
as the principal residence of the Participant, or
(ii) five (5) years for all other loans.
Each installment shall be paid through payroll deductions by the
Company from the compensation of the Participant. The Company
shall deposit with the Trustee the sums so deducted or paid. Any
loan under the Plan may be prepaid without penalty. Partial
prepayments shall not be permitted. Amounts received by the Trust
Fund as a repayment of a loan to a Participant or as payment of
interest on a loan to a Participant shall be added to the
Participant's Account(s) on a pro rata basis against which
amounts were withdrawn and allocated to the Investment Funds in
accordance with the Participant's election under paragraph 7.2
with respect to the investment of contributions in effect at the
time. Principal amounts received by the Trust
22
Fund as a repayment of a loan to a Participant shall be
subtracted from the Participant Loan Fund.
(f) Each loan to a Participant shall be evidenced by a note, payable
to the order of the Trustee, for the amount of the loan including
interest thereon. Each loan shall be secured by a pledge of the
borrower's Account, which pledge shall give the Trustee a
security interest in all of the Participant's then existing, and
thereafter acquired, rights in his Account. By accepting the
loan, the Participant automatically assigns, as security for the
loan, such rights in his Account.
(g) If a loan installment is not fully paid within thirty (30) days
following the biweekly due date, the Committee shall give written
notice to the Participant (or former Participant). If such loan
installment payment is not made within sixty (60) days
thereafter, the Committee may direct the trustee to apply an
amount equal to or less than fifty percent (50%) of the vested
balance in the Participant's Account, to the extent permitted by
law and applicable Internal Revenue Service regulations, by the
amount of unpaid loan balance including interest then due. This
amount would be treated as having been received by the
Participant as a distribution under the plan. The Participant's
interest in his/her Account shall be reduced in the order
determined by the Committee.
(h) Loans shall be available to all Participants who are active
employees on an equivalent basis.
(i) The terms of all Participant loans are subject to the review and
approval of the Committee and are subject to appeal by the
Participant in accordance with paragraph 11.3.
(j) The Committee shall not approve a loan of less than one thousand
dollars ($1,000) and no more than three (3) loans shall be
outstanding for a Participant at any one time.
(k) Notwithstanding the foregoing provisions of Article VII, upon
termination of employment, for any reason other than Disability,
all outstanding loans of the terminated Participant shall be
payable in full. If full payment is not received within the
thirty (30)-day grace period specified by the Trustee, the unpaid
portion of the loan will be treated as having been received by
the Participant as a distribution under the Plan to the extent
permitted by law and applicable Internal Revenue Service
regulations.
23
ARTICLE VIII. NONFORFEITURE OF BENEFITS
---------------------------------------
Notwithstanding anything to the contrary contained in this Plan, a
Participant's right to receive distributions from his Account(s) shall
at all times be nonforfeitable.
24
ARTICLE IX. DISTRIBUTIONS
-------------------------
9.1 Distributions as a Result of Termination or Disability.
(a) Except with respect to a Participant in pay status, if the
balance in the Accounts of a terminated Participant does not
exceed five thousand dollars ($5,000), the Participant shall
receive a distribution equal to such value in a lump sum. Such
distribution shall be made as soon as practicable after the
Participant's termination date or the effective date of this
restatement, if later.
(b) If the balance in the Accounts of a Participant exceeds five
thousand dollars ($5,000), the Participant may make an election
to request distribution of his Accounts in a form and at the time
permitted under this subparagraph. Such distribution shall
commence as soon as practicable after such election is made. In
no event, however, shall distribution of a Participant's Account
commence later than the end of the month following the January 1
after attainment of age seventy and one-half (70 1/2) by the
Participant, except that a Participant who remains employed by an
Affiliated Company may elect to defer commencement until
termination of employment. If an election is not made, the
Participant's Accounts shall remain invested in the Plan. The
Participant shall retain the right to change the investment
allocation among the various Investment Funds in accordance with
paragraph 7.2. A notice shall be provided to the Participant
explaining his right to consider the benefit election for at
least thirty (30) days, although a Participant may elect to
commence benefits sooner than thirty (30) days after receiving
the notice.
(i) An eligible Participant may elect a lump sum distribution.
(ii) An eligible Participant may elect annual installments. The
period of time shall be elected by the Participant and shall
not exceed the life expectancy of the Participant or the
joint life expectancies of the Participant and the
Beneficiary, fixed as of the date of commencement. At any
time the Participant may elect to accelerate the payment of
the remaining Account in a lump sum.
(iii) Special distribution options are applicable to a
Participant who was a participant in the Interstate Power
Company 401(k) Plan on April 30, 1998 with respect to the
entire Account. Installment payments may be made annually,
quarterly, or monthly, as elected by the Participant. In the
case of an election of quarterly or monthly payments, the
Participant's Account will be assessed an administrative fee
per check determined by the Committee. With respect to the
installment period, the Participant may elect prior to the
commencement of benefits to recalculate annually the life
expectancies of the Participant and, if the spouse is so
designated, the Beneficiary. In addition, upon eligibility
to commence benefit payments, such a Participant may elect
partial
25
distributions in any amount and at any time, subject to the
assessment of an administrative fee per check.
(c) Where a Participant has elected a deferred or installment form of
payment, any funds from time to time remaining in his Account
shall be valued and adjusted as provided for in Article VI
hereof.
(d) A distribution shall be made in cash, except that a Participant
shall be entitled to elect to receive any amount in his Account
which is invested in the Alliant Common Stock Fund, in whole
shares of common stock of Alliant Energy Corporation. In order to
exercise such election, the Participant shall so notify the
Committee at the same time the Participant gives the Committee
the notice of the form of benefit selected. Payments of partial
distributions shall reduce the applicable Accounts in each
Investment Fund, other than the Participant Loan Fund,
proportionately.
(e) The provisions of the Plan are intended to comply with IRC
Section 401(a)(9) which prescribes certain rules regarding
minimum distributions and requires that death benefits be
incidental to retirement benefits. All distributions under the
Plan shall be made in conformance with IRC Section 401(a)(9) and
the regulations thereunder which are incorporated herein by
reference. The provisions of the Plan governing distributions are
intended to apply in lieu of any default provisions prescribed in
regulations; provided, however, that IRC Section 401(a)(9) and
the regulations thereunder override any Plan provisions
inconsistent with such Code Section and regulations. For purposes
of this provision, the Plan will apply the minimum distribution
requirements in accordance with the regulations that were
proposed on January 17, 2001, notwithstanding any provision of
the Plan to the contrary.
9.2 Direct Transfer of Eligible Rollover Distributions.
(a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this
paragraph, a distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement
plan specified by the distributee in a direct rollover as such
terms are defined herein.
(b) An eligible rollover distribution is any distribution of all or
any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period
of ten (10) years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); any
hardship withdrawal; any dividend payment pursuant to
subparagraph 7.3(d) and the
26
portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
(c) An eligible retirement plan is an individual retirement account
described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a qualified trust described
in Code Section 401(a), an annuity contract under Code Section
403(b), or an eligible plan under Code Section 457(b) maintained
by a state, political subdivision of a state, or any agency of a
state or political subdivision of a state that accepts the
distributee's eligible rollover distribution.
(d) A distributee includes an employee or former employee. In
addition, the employee's or former employee's surviving spouse
and the employee's or former employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p), are distributees with
regard to the interest of the spouse or former spouse.
(e) A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.
(f) Effective upon the issuance of final regulations applicable
thereto, in the event that a distributee receiving a mandatory
distribution in excess of one thousand dollars ($1,000) does not
make an election between a direct rollover and a cash payment,
the distribution shall be made in the form of a direct rollover
to an individual retirement account selected for such purpose by
the Committee.
9.3 Payments to Beneficiary. In the event of death of a Participant prior
to distribution in full of his Accounts, any amounts remaining in his
Accounts shall be paid to such Participant's Beneficiary. Except to
the extent provided in subparagraph (b), such distribution shall be
made in a lump sum within ninety (90) days following the date of death
of the Participant, unless the Beneficiary is the Participant's estate
and a fiduciary of the estate has not been appointed by such date, in
which case payment shall be made as soon as administratively
practicable. Any payment to a Beneficiary shall be made in cash,
except that a Beneficiary shall be entitled to elect to receive any
amount in his Account which is invested in the Alliant Common Stock
Fund, in whole shares of common stock of Alliant Energy Corporation.
In order to exercise such election, the Beneficiary shall so notify
the Committee at least fifteen (15) days prior to the time the
distribution is to be made. The Beneficiary shall have no right to
change the Investment Funds selected by the Participant.
9.4 Provision Regarding Unpaid Loans. Notwithstanding the foregoing
provisions of Article IX, if a distribution under this Article IX of a
Participant's Account is to be made prior to repayment of any
outstanding loan of the Participant, then the unpaid portion of all
loans made to the Participant under the Plan will be treated as having
been received by the Participant as a distribution under the Plan.
27
9.5 Participant's Interest Not Transferable. Except as may be required by
application of the tax withholding provisions of the Code or of a
State's income tax laws or except as provided in paragraph 7.4(f), the
interests of Participants and their Beneficiaries under this Plan and
Trust Agreement are not subject to the claims of creditors and may not
be voluntarily or involuntarily sold, transferred, alienated or
assigned. Notwithstanding the preceding sentence, the Plan shall pay
benefits to the person or persons named in a qualified domestic
relations order, in accordance with procedures established by the
Committee, in the amount and to the extent provided in such order. If
any such order so directs, distribution of benefits to the alternate
payee may be made in a lump sum pursuant to the Plan's procedures but
at a time not permitted for distributions to the Participant.
9.6 Facility of Payment. When a person entitled to distributions under the
Plan is under legal disability, or, in the Committee's opinion, is in
any way incapacitated so as to be unable to manage his financial
affairs, the Committee may direct the Trustee to pay such
distributions to such person's legal representative; or the Committee
may direct the application of such distributions for the benefit of
such persons. Any payment made in accordance with the preceding
sentence shall be a full and complete discharge of any liability for
such payment under the Plan.
28
ARTICLE X. WITHDRAWALS DURING EMPLOYMENT
----------------------------------------
10.1 Hardship Withdrawals.
(a) To alleviate a hardship, the Committee, upon application by a
Participant who is an active employee, may authorize a
distribution from such Participant's Rollover Account and
Employee Pretax Account. For purposes of this paragraph 10.1, the
term "hardship" shall mean:
(i) Unreimbursed medical expenses described in Code Section
213(d) incurred by the Participant, the Participant's Spouse
or any dependents of the Participant as defined in Code
Section 152) or necessary for these individuals to obtain
medical care;
(ii) Costs directly related to the purchase (excluding mortgage
payments) of a principal residence for the Participant;
(iii) Payment of tuition and related educational fees for the
next twelve (12) months of post-secondary education for the
Participant, his Spouse, children or dependents;
(iv) Payments necessary to prevent the eviction of the
Participant from his principal residence or foreclosure on
the mortgage of the Participant's principal residence; and
(v) Any other circumstance that the Internal Revenue Service
announces as qualifying as a "hardship" under Code Section
401(k).
(b) Before a hardship withdrawal is granted in accordance with this
paragraph 10.1, the Participant shall be required to take any
other withdrawals under this Article X, the maximum loan
available to him under paragraph 7.4, and cash dividend payments
under subparagraph 7.3(d). If such accounts are insufficient to
meet the hardship, the Participant shall then be permitted to
make a hardship withdrawal of an amount sufficient to alleviate
the hardship.
(c) In no event shall the hardship withdrawal from the Employee
Pretax Account exceed all Deferred Cash Contributions and the
earnings on such contributions accumulated prior to October 1,
1988.
(d) A request for a hardship withdrawal under this paragraph 10.1
shall be made in the manner prescribed by the Committee. The
Committee shall establish a uniform and nondiscriminatory policy
for reviewing withdrawal applications and any determination made
by the Committee shall be final (but subject to appeal under
paragraph 11.3).
(e) The provisions of this subparagraph (e) shall apply to a
Participant who receives a hardship withdrawal. Notwithstanding
Article IV, such a
29
Participant shall not be permitted to have Deferred Cash
Contributions made on his behalf to this Plan or any other plan
qualified under Code Section 401(k) maintained by the Company or
an affiliated company for six (6) months following his receipt of
such hardship withdrawal. Notwithstanding Article IV, the amount
of Deferred Cash Contributions for the Calendar Year following
such withdrawal shall not exceed the Code Section 402(g) limit
reduced by the amount of such Participant's Deferred Cash
Contributions for the calendar year in which the withdrawal
occurs.
(f) No more than one (1) such hardship withdrawal may be made by a
Participant in any Plan Year.
(g) All hardship withdrawals shall be paid in a single lump sum as
soon as practicable after application for a withdrawal is
received and acted upon by the Committee. The withdrawal shall be
made in cash, except that a Participant shall be entitled to
elect to receive any amount that is attributable to an investment
in the Alliant Common Stock Fund, in whole shares of common stock
of Alliant Energy Corporation. In order to exercise such
election, the Participant shall so notify the Committee at the
same time the Participant gives the Committee the request for the
withdrawal. Payments of withdrawals shall reduce the applicable
Accounts in each Investment Fund, other than the Participant Loan
Fund, proportionately.
10.2 Other In-Service Withdrawals.
(a) Once each Plan Year an active employee may elect to withdraw all
or any portion of the employee's Rollover Account.
(b) After attainment of age fifty-nine and one-half (59 1/2), a
Participant on May 29, 1998 who was a participant in the Iowa
Southern Utilities Company Savings Incentive Plan on January 1,
1994 shall be entitled to commence distribution of the entire
Account in the forms available pursuant to paragraph 9.1(b)
notwithstanding that such Participant is an active employee.
(c) After attainment of age fifty-nine and one-half (59 1/2), a
Participant on May 29, 1998 who was a participant in the
Interstate Power Company 401(k) Plan on April 30, 1998 shall be
entitled to commence distribution of the entire Account in the
forms available pursuant to paragraph 9.1(b) notwithstanding that
such Participant is an active employee.
(d) A Participant on May 29, 1998 who was a participant in the Iowa
Southern Utilities Company Savings Plan on January 1, 1994 shall
be entitled once each Plan Year to withdraw all or any portion of
such person's Post-86 Aftertax Account and Pre-87 Aftertax
Account notwithstanding that such Participant is an active
employee.
30
(e) A Participant on May 29, 1998 who was a participant in the
Interstate Power Company 401(k) Plan on April 30, 1998 shall be
entitled once each Plan Year to withdraw all or any portion of
such person's Rollover Account, Pre-87 Aftertax Account and Prior
Plan Monies Account notwithstanding that such Participant is an
active employee.
(f) The withdrawal shall be made in cash, except that a Participant
shall be entitled to elect to receive any amount that is
attributable to an investment in the Alliant Common Stock Fund,
in whole shares of common stock of Alliant Energy Corporation. In
order to exercise such election, the Participant shall so notify
the Committee at the same time the Participant gives the
Committee the request for the withdrawal. Payments of withdrawals
shall reduce the applicable Accounts in each Investment Fund,
other than the Participant Loan Fund, proportionately.
31
ARTICLE XI. ADMINISTRATION
--------------------------
11.1 Plan Administered by Committee. The Plan shall be administered by the
Employee Total Compensation Committee consisting of such number of
persons (not less than three (3) or more than five (5)) who shall be
appointed by and serve at the pleasure of the Board of Directors. No
member of the Committee who is an Employee shall receive compensation
for his services as a member of the Committee. The Committee shall
have the duties specified hereunder, including, but not by way of
limitation, the following:
(a) To select investment managers;
(b) To construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment
of any benefits and loans under the Plan;
(c) To prescribe procedures to be followed for the proper and
efficient administration of the Plan;
(d) To prepare and distribute information explaining the Plan to
Participants;
(e) To receive from the Company and from Participants such
information as shall be necessary for the proper administration
of the Plan;
(f) To furnish the Company, upon request, such annual reports with
respect to the administration of the Plan as are reasonable and
appropriate;
(g) To receive from the Trustee or other institutions or individuals,
and to review and keep on file, reports of the financial
condition and of the receipts and disbursements for the Plan;
(h) To employ individuals to assist in the administration of the
Plan;
(i) To keep such accounts and records as necessary or proper in the
performance of its duties under the Plan;
(j) To establish and implement procedures necessary for determining
whether an order is a qualified domestic relations order and to
administer such procedures and any distributions under such order
in a nondiscriminatory and consistent manner;
(k) To establish and implement procedures necessary to determine
whether or not a request for withdrawal or loan meets the
requirements specified herein; provided, however, that in no
instance is the Committee required to audit the actual use of
such funds once the Committee has determined that the request
meets the conditions specified herein;
32
(l) To direct the establishment of three (3) or more Investment
Funds;
(m) To establish investment policies and objectives for each such
Investment Fund; and
(n) To appoint an administrator as its agent.
The Committee shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any requirements of
eligibility under the Plan except as hereinafter provided.
Notwithstanding the foregoing, the Committee may enact nonsubstantive
amendments to the Plan which are required exclusively for the purpose
of either correcting administrative inefficiencies or of conforming
the Plan with governmental laws, regulations, or requirements.
Notwithstanding the foregoing, the Chairman of the Committee is
authorized to adopt collectively bargained plan changes and
substantially similar changes for non-collectively bargained
employees.
The Committee may act at a meeting, or by writing without a meeting,
by the vote or written assent of a majority of its members. The
Committee and any other person(s) to whom the Committee may delegate
any duty or power in connection with the administration of the Plan,
shall be entitled to rely conclusively upon, and shall be fully
protected in any action taken in good faith in reliance upon any
information, opinions or reports which shall be furnished to them by
any accountant, counsel or other specialist, to the extent provided by
law.
The Committee shall have discretionary authority to determine
eligibility for benefits and to construe the terms of the Plan; any
such determination or construction shall be final and binding on all
parties unless arbitrary and capricious.
11.2 Indemnity for Liability. The Company shall indemnify the members of
the Committee, and each fiduciary who is an employee of the Company,
against any and all claims, losses, damages, expenses, including
counsel fees, incurred by said fiduciaries, and any liability
including any amounts paid in settlement with such fiduciary's
approval, arising from the fiduciary's action or failure to act;
except when the same is judicially determined to be attributable to
the gross negligence or willful misconduct of such fiduciary.
11.3 Appeal from Denial of Claims. If any claim for benefits under the Plan
is wholly or partially denied by the Committee, the claimant shall be
given notice in writing of such denial, by registered or certified
mail. Such notice shall be given as soon as reasonable after the
denial; and the notice of denial shall set forth the specific reasons
for such denial, specific reference to pertinent Plan provisions on
which the denial is based, and a description of the Plan's claim
review procedure. The claimant shall be advised that such claimant or
a duly authorized representative of the claimant may request a review
by the entire Committee, of the decision denying the claim. Such
33
request for review must be in writing and filed with the Committee
within forty-five (45) days after such notice of denial has been
received by the claimant. Any such claimant may review pertinent
documents and submit issues and comments in writing within the same
forty-five (45) day period. If such a request is so filed, a review
shall be made by the Committee within sixty (60) days after receipt of
such request. The claimant may be present at such review, offer
additional evidence, cross-examine witnesses and present arguments to
the Committee to support the claim. The claimant shall be given
written notice of the final decision resulting from such review, which
shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the final
decision is based.
11.4 USERRA Compliance. Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code
Section 414(u). Loan repayments will be suspended under the Plan as
permitted under Code Section 414(u)(4).
34
ARTICLE XII. AMENDMENT AND TERMINATION
--------------------------------------
12.1 Amendment. Except as otherwise provided herein and in Sections 2.9,
4.1 and 11.1, Alliant Energy Corporation shall have the sole and
exclusive right to amend or modify the Plan at any time and for any
reason, by the action of its Board of Directors. Notwithstanding
anything to the contrary, the Committee shall at all times administer
the Plan in such fashion that the Plan is maintained as a benefit plan
meeting the requirements of ERISA and Code Sections 401(a), 401(k),
and 404(a), or any other applicable provisions of law and shall have
the power to amend the Plan to comply with such requirements and to
obtain a favorable determination letter from the Internal Revenue
Service. No amendment of the Plan shall cause any part of the Trust
Fund or a Participant's Account(s) to be used for, or diverted to,
purposes other than the exclusive benefit of the Participants or their
Beneficiaries. Notwithstanding the foregoing, no amendment to the Plan
shall decrease a Participant's accrued benefit or vested percentage or
eliminate an optional form of distribution for a previously accrued
benefit to the extent required by law.
12.2 Right to Terminate Plan. The Corporation contemplates that the Plan
shall be permanent. Nevertheless, in recognition of the fact that
future conditions and circumstances cannot now be entirely foreseen,
Alliant Energy Corporation reserves unto its Board of Directors the
sole and exclusive right to terminate the Plan for any reason and at
any time. Upon termination of the Plan, the Account(s) of each
Participant shall be distributed to such Participant as a lump sum
payment.
35
ARTICLE XIII. TOP-HEAVY RESTRICTIONS
------------------------------------
13.1 General. Notwithstanding any provision to the contrary herein, in
accordance with Code Section 416, if the Plan is a top-heavy plan for
any Plan Year, then the provisions of this Section shall be
applicable. The Plan is "top-heavy" for a Plan Year if as of its
"determination date" (i.e. the last day of the preceding Plan Year or
the last day of the Plan's first Plan Year, whichever is applicable),
the total present value of the accrued benefits of key employees (as
defined in Code Section 416(i)(1) and applicable regulations) exceeds
sixty percent (60%) of the total present value of the accrued benefits
of all employees under the plan (excluding those of former key
employees and employees who have not performed any services during the
preceding one (1) year period) (as such amounts are computed pursuant
to Section 416(g) and applicable regulations using a five percent (5%)
interest assumption and a 1971 GAM mortality assumption) unless such
plan can be aggregated with other plans maintained by the applicable
controlled group in either a permissive or required aggregation group
and such group as a whole is not top-heavy. Any nonproportional
subsidies for early retirement and benefit options are counted
assuming commencement at the age at which they are most valuable. In
addition, a plan is top-heavy if it is part of a required aggregation
group which is top-heavy. Any plan of a controlled group may be
included in a permissive aggregation group as long as together they
satisfy the Code Section 401(a)(4) and 410 discrimination
requirements. Plans of a controlled group which must be included in a
required aggregation group include any plan in which a key employee
participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan
which enables such a plan to meet the Section 401(a)(4) or 410
discrimination requirements. The present values of aggregated plans
are determined separately as of each plan's determination date and the
results aggregated for the determination dates which fall in the same
calendar year. A "controlled group" for purposes of this Section
includes any group employers aggregated pursuant to Code Sections
414(b), (c) or (m). The calculation of the present value shall be done
as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of
which funding calculations are generally made within the twelve month
period ending on the determination date. Solely for the purpose of
determining if the Plan, or any other plan included in a required
aggregation group of which this Plan is a part, is top-heavy (within
the meaning of Section 416(g) of the Code) the accrued benefit of an
Employee other than a key employee (within the meaning of Section
416(i)(1) of the Code) shall be determined under:
(a) the method, if any, that uniformly applies for accrual purposes
under all plans maintained by the controlled group, or
(b) if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.
36
13.2 Minimum Benefits. If a defined contribution plan is top-heavy in a
Plan Year, non-key employee participants who have not separated from
service at the end of such Plan Year will receive allocations of
employer contributions and forfeitures at least equal to the lesser of
three percent (3%) of compensation (as defined in Code Section 415)
for such year or the percentage of compensation allocated on behalf of
the key employee for whom such percentage was the highest for such
year (including any salary reduction contributions). If a defined
benefit plan is top-heavy in a Plan Year and no defined contribution
plan is maintained, the employer-derived accrued benefit on a life
only basis commencing at the normal retirement age of each non-key
employee shall be at least equal to a percentage of the highest
average compensation for five consecutive years, excluding any years
after such Plan permanently ceases to be top-heavy, such percentage
being the lesser of:
(a) twenty percent (20%), or
(b) two percent (2%) times the years of service after December 31,
1983 in which a Plan Year ends in which the Plan is top-heavy.
If the controlled group maintains both a defined contribution plan and
a defined benefit plan which cover the same non-key employee, such
employee will be entitled to the defined benefit plan minimum and not
to the defined contribution plan minimum.
37
ARTICLE XIV. LEVERAGING
-----------------------
14.1 Acquisition Loans. At the direction of the Board, the Trustee shall
incur "Acquisition Loans" from time to time to finance the acquisition
of Stock for the Trust Fund (such Stock being the "Financed Shares")
or to repay a prior Acquisition Loan. An installment obligation
incurred in connection with the purchase of Stock shall constitute an
Acquisition Loan. An Acquisition Loan, shall be for a specific term,
shall be a reasonable rate of interest and shall not be payable on
demand except in the event of default. An Acquisition Loan may be
secured by a collateral pledge of the Financed Shares so acquired. No
other assets of the Trust Fund may be pledged as collateral for an
Acquisition Loan and no lender shall have recourse against the Trust
Fund other than any Financed Shares remaining subject to pledge. Any
pledge of Financed Shares shall provide for the release of shares so
pledged in a manner provided in paragraph 14.2. Repayments of
principal and interest on any Acquisition Loan shall be made by the
Trustee only from Company contributions paid in cash to enable the
Trustee to repay such Acquisition Loan, from earnings attributable to
such Company contributions, or from any cash dividends received by the
Trust Fund on such Financed Shares. An Acquisition Loan may constitute
an extension of credit to the Trust Fund from a party in interest (as
defined in ERISA).
14.2 Loan Suspense Account. Financed Shares shall initially be credited to
a "Loan Suspense Account" and shall be allocated to the Alliant Energy
Corporation ESOP Stock Fund subaccounts of Participants as payments
are made on the Acquisition Loan. The number of Financed Shares to be
released from the Loan Suspense Account for allocation to eligible
Participants' subaccounts in any year (as Company Contributions
pursuant to paragraph 5.1) shall be equal to the number of shares in
the Loan Suspense Account immediately before the release multiplied by
whichever of the following fractions is applicable as determined by
the Committee:
(i) If, but only if, the conditions in (A) through (D) below are
met, the numerator of the fraction shall be the amount of
principal paid on the Acquisition Loan for the year and the
denominator shall be the outstanding principal balance due
on the Acquisition Loan at the beginning of the year (or on
the date of the Acquisition Loan, if made after the
beginning of the Plan Year).
(A) The Acquisition Loan provides for annual payments of
principal and interest at a cumulative rate that is not
less rapid at any time than level annual payments of
such amounts for ten (10) years.
(B) Interest included in any loan payment is disregarded
only to the extent that it would be determined to be
interest under standard loan amortization schedules.
38
(C) The duration of the Acquisition Loan (considering any
new loan resulting from the renewal, extension or
refinancing of the initial loan as being part of the
same Acquisition Loan) does not exceed ten (10) years.
(D) The Acquisition Loan provides for the release of any
Financed Shares held as collateral for the loan in the
manner specified in this paragraph.
(ii) In any other case, the numerator of the fraction shall be
the amount of principal and interest paid for the year and
the denominator shall be the sum of the numerator plus the
total of principal and interest to be paid for all future
years.
A separate Loan Suspense Account shall be established for each
separate Acquisition Loan. Notwithstanding the foregoing, in the event
payments for a Plan Year are based in part on dividends on Stock
previously allocated to Participants' subaccounts, the portion of the
Financed Shares released from the Loan Suspense Account attributable
to dividends on Stock in Participants' subaccounts shall be deemed to
be the number of shares with a fair market value equal to the amount
of dividends so used, and such Stock shall be allocated to the
applicable subaccounts based on the dividends generated by such
subaccounts; any remaining Financed Shares released for that Plan Year
shall be allocated as provided in paragraph 5.2.
14.3 Restrictions on Allocations. In accordance with the requirements of
Code Section 409(n), to the extent that a Company shareholder sells
Stock to the Trust Fund and elects (with the consent of the Company)
nonrecognition of gain under Code Section 1042, no portion of the
Stock purchased subject to Code Section 1042 (or any dividends or
other income attributable thereto) may be allocated to the account of:
(i) the selling shareholder;
(ii) his spouse, brothers or sisters (whether by the whole or
half blood), ancestors or lineal descendants; or
(iii) any shareholder owning (as determined under Code Section
318(a)) more than twenty-five percent (25%) in value of any
class of Stock.
In addition to the foregoing, no allocation of Company Contributions
shall be made to such disqualified participants in lieu of such Stock.
14.4 Impact on Annual Additions Limitations. As provided in paragraph 6.5,
the provisions of Code Section 415 shall be applicable, including the
provisions which treat as the annual additions for any limitation year
the principal repayment on the Acquisition Loan rather than the fair
market value of the Financed Shares which are released for allocation
from the Loan Suspense Account.
39
14.5 Company Contributions. Notwithstanding Article V, the Company shall
contribute each year such amount, if any, as may be necessary to
permit the Trustee to pay currently maturing obligations under an
Acquisition Loan, taking into account dividends and other income
available to the Trustee for that purpose.
14.6 Excess Match. After the application of and notwithstanding paragraphs
5.2 and 14.2, in the event that the market value of Financed Shares
released from the Loan Suspense Account would result in an allocation
in excess of the match contemplated in the applicable Schedules, the
Committee shall increase the matching percentage of Participants who
are not subject to the terms of collective bargaining agreements in
the manner determined in the sole discretion of the Committee in order
to allocate in full the shares released.
14.7 Nonterminable Rights. Except as otherwise permitted by applicable law,
Financed Shares may not be subject to a put, call, or other option or
buy-sell or similar arrangement while held by and when distributed
from the Plan, whether or not the Plan is then an employee stock
ownership plan.
40
Schedule A
Alliant Energy Corporate Services, Inc.
Wisconsin Power and Light Company
Interstate Power and Light Company (all nonbargaining employees)
Interstate Power and Light Company (bargaining employees at the IES operations)
3.1(a) An employee of the Company shall become eligible to participate in the
Plan as of the first day of the calendar month immediately following
the latest of:
(i) date of employment with the Company;
(ii) attainment of age eighteen (18); and
(iii) either:
(1) for a regular full-time or regular part-time employee
customarily scheduled to work at least fifty percent (50%)
of the time of a regular full-time employee, completion of
thirty (30) consecutive days of service; or
(2) for any other employee of the Participating Group,
completion of the first twelve (12) months of employment or
any subsequent calendar year during which at least one
thousand (1,000) hours of service are earned.
For purposes of the WPL bargaining group, "regular" employee includes
a "special temporary" employee.
5.2 The amount of the Company Contributions each pay period shall equal
fifty percent (50%) of the Deferred Cash Contributions made on behalf
of such Participant under paragraph 5.1 for the applicable pay period,
provided, however, that in no event shall Company Contributions be
made for any pay period in excess of fifty percent (50%) of six
percent (6%) of the Participant's Compensation for such pay period. No
later than ninety (90) days following the end of the Plan Year, an
additional Company Contribution will be allocated to the accounts of
all Participants who 1) were active Participants in the Plan as of the
last day of the Plan Year, 2) had contributed six percent (6%) of
Compensation during the Plan Year, and 3) did not receive a match
equal to three percent (3%) of Compensation. The amount of the
additional contribution shall be the difference between fifty percent
(50%) of six percent (6%) of base pay in the Plan Year less the amount
of Company Contributions previously applied to the Deferred Cash
Contributions for the Plan Year. Company Contributions made on behalf
of a Participant shall be allocated to the Employer Match A Account.
41
Schedule B
Alliant Energy Resources, Inc.
Alliant Energy Integrated Services Company
Industrial Energy Applications, Inc.
Schedin & Associates, Inc.
SVBK Consulting Group, Inc.
Cogenex Corporation
Energy Performance Services Inc.
Alliant Energy International, Inc.
Alliant Energy Investments, Inc.
Heartland Properties, Inc.
Capital Square Financial Corporation
Alliant Energy Transportation, Inc.
Transfer Services, Inc.
Williams Bulk Transfer Inc.
3.1(a) An employee of the Company shall become eligible to participate in the
Plan as of the first day of the calendar month immediately following
the latest of:
(i) date of employment with the Company;
(ii) attainment of age eighteen (18); and
(iii) either:
(1) for a regular full-time or regular part-time employee
customarily scheduled to work at least fifty percent (50%)
of the time of a regular full-time employee, completion of
thirty (30) consecutive days of service; or
(2) for any other employee of the Participating Group,
completion of the first twelve (12) months of employment or
any subsequent calendar year during which at least one
thousand (1,000) hours of service are earned.
5.2 The amount of the "basic" Company Contributions each pay period shall
equal four percent (4%) of base pay for the applicable pay period. The
"basic" Company Contributions made on behalf of a Participant shall be
allocated to the Employer Contribution Account.
In addition, in the discretion of the Committee, there may be an
"incentive match" Company Contributions equal to a percentage, up to a
maximum fifty percent (50%), of the Deferred Cash Contributions made
on behalf of such Participant under paragraph 5.1 for the applicable
Plan Year, provided, however, that in no event shall incentive match
Company Contributions be made for any Plan Year in
42
excess of fifty percent (50%) of six percent (6%) of the Participant's
Compensation for such Plan Year. No later than ninety (90) days
following the end of the Plan Year, an additional Company Contribution
will be allocated to the accounts of all Participants who 1) were
active Participants in the Plan as of the last day of the Plan Year,
2) had contributed six percent (6%) of Compensation during the Plan
Year, and 3) did not receive a match equal to three percent (3%) of
Compensation. The amount of the additional contribution shall be the
difference between fifty percent (50%) of six percent (6%) of base pay
in the Plan Year less the amount of Company Contributions previously
applied to the Deferred Cash Contributions for the Plan Year. Any
"incentive" Company Contributions made on behalf of a Participant
shall be allocated to the Employer Match B Account.
43
Schedule C
Cedar Rapids and Iowa City Railway Co.
3.1(a) An employee of the Company shall become eligible to participate in the
Plan as of the first day of the calendar month immediately following
the latest of:
(i) date of employment with the Company;
(ii) attainment of age eighteen (18); and
(iii) either:
(1) for a regular full-time or regular part-time employee
customarily scheduled to work at least fifty percent (50%)
of the time of a regular full-time employee, completion of
thirty (30) consecutive days of service; or
(2) for any other employee of the Participating Group,
completion of the first twelve (12) months of employment or
any subsequent calendar year during which at least one
thousand (1,000) hours of service are earned.
5.2 The amount of "basic" Company Contribution each pay period shall equal
two percent (2%) of base pay for the applicable pay period. The
"basic" Company Contributions made on behalf of a Participant shall be
allocated to the Employer Contribution Account.
In addition, at the discretion of the Committee, there may be an
"incentive match" Company Contributions equal to a percentage, up to a
maximum fifty percent (50%), of the Deferred Cash Contributions made
on behalf of such Participant under paragraph 5.1 for the applicable
Plan Year, provided, however, that in no event shall incentive match
Company Contributions be made for any Plan Year in excess of fifty
percent (50%) of six percent (6%) of the Participant's Compensation
for such Plan Year. No later than ninety (90) days following the end
of the Plan Year, an additional Company Contribution will be allocated
to the accounts of all Participants who 1) were active Participants in
the Plan as of the last day of the Plan Year, 2) had contributed six
percent (6%) of Compensation during the Plan Year, and 3) did not
receive a match equal to three percent (3%) of Compensation. The
amount of the additional contribution shall be the difference between
fifty percent (50%) of six percent (6%) of base pay in the Plan Year
less the amount of Company Contributions previously applied to the
Deferred Cash Contributions for the Plan Year. Any "incentive" Company
Contributions made on behalf of a Participant shall be allocated to
the Employer Match B Account.
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Schedule D
Interstate Power and Light Company (bargaining employees at the IPC operations)
3.1(a) Prior to July 1, 2002, an employee of the Company shall become
eligible to participate in the Plan as of the first day of the
calendar month immediately following the latest of:
(i) date of employment with the Company;
(ii) attainment of age eighteen (18); and
(iii) completion of the first twelve (12) months of employment or any
subsequent calendar year during which at least one thousand
(1,000) hours of service are earned.
On and after July 1, 2002, an employee of the Company shall become
eligible to participate in the Plan as of the first day of the
calendar month immediately following the latest of:
(iv) date of employment with the Company;
(v) attainment of age eighteen (18); and
(vi) either:
(1) for a regular full-time or regular part-time employee
customarily scheduled to work at least fifty percent (50%)
of the time of a regular full-time employee, completion of
thirty (30) consecutive days of service; or
(2) for any other employee of the Participating Group,
completion of the first twelve (12) months of employment or
any subsequent calendar year during which at least one
thousand (1,000) hours of service are earned.
5.2 The amount of the Company Contributions each pay roll period shall
equal fifty percent (50%) of the Deferred Cash Contributions made on
behalf of such Participant under paragraph 5.1 for the applicable pay
period, provided, however, that in no event shall Company
Contributions be made for any pay period in excess of fifty percent
(50%) of six percent (6%) of the Participant's Compensation for such
pay period. No later than ninety (90) days following the end of the
Plan Year, an additional Company Contribution will be allocated to the
accounts of all Participants who 1) were active Participants in the
Plan as of the last day of the Plan Year, 2) had contributed six
percent (6%) of Compensation during the Plan Year, and 3) did not
receive a match equal to three percent (3%)
45
of Compensation. The amount of the additional contribution shall be
the difference between fifty percent (50%) of six percent (6%) of base
pay in the Plan Year less the amount of Company Contributions
previously applied to the Deferred Cash Contributions for the Plan
Year.
Company Contributions made on behalf of a Participant shall be
allocated to the Employer Match A Account.
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Pursuant to the authority granted to the undersigned by the
Compensation and Personnel Committee of the Board of Directors of
Alliant Energy Corporation, the foregoing be and it hereby is adopted
as a restatement of the Alliant Energy Corporation 401(k) Savings Plan
effective January 1, 2002.
Dated this 30th day of January, 2002.
-------------------------------------
Erroll B. Davis, Jr.
Chief Executive Officer
Alliant Energy Corporation
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