EX-99.5
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED
DECEMBER 9, 1997
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED
Table of Contents
Page
ARTICLE I - INTRODUCTION . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . 2
2.1 Accrued Benefit . . . . . . . . . . . . . . . . 2
2.2 Board or Board of Directors . . . . . . . . . . 2
2.2.5 Change in Control . . . . . . . . . . . . . . . 2
2.3 Code . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Compensation . . . . . . . . . . . . . . . . . . 3
2.5 Early Retirement Date . . . . . . . . . . . . . 3
2.6 Effective Date . . . . . . . . . . . . . . . . . 3
2.7 Employer . . . . . . . . . . . . . . . . . . . . 4
2.8 Normal Retirement Date . . . . . . . . . . . . . 4
2.9 Officer . . . . . . . . . . . . . . . . . . . . 4
2.9.5 Participant . . . . . . . . . . . . . . . . . . 4
2.10 Plan . . . . . . . . . . . . . . . . . . . . . . 4
2.11 Plan Administrator . . . . . . . . . . . . . . . 4
2.12 Plan Year . . . . . . . . . . . . . . . . . . . 4
2.12.5 Re-entry Date . . . . . . . . . . . . . . . . . 4
2.13 Retirement Plan . . . . . . . . . . . . . . . . 4
2.14 Social Security Benefit . . . . . . . . . . . . 4
2.15 Spouse . . . . . . . . . . . . . . . . . . . . . 5
2.16 Trust . . . . . . . . . . . . . . . . . . . . . 5
2.17 Trust Fund . . . . . . . . . . . . . . . . . . . 5
2.18 Trustee . . . . . . . . . . . . . . . . . . . . 5
2.19 Year(s) of Benefit Service . . . . . . . . . . . 5
ARTICLE III - PARTICIPATION . . . . . . . . . . . . . . . . . . 6
3.1 Participation . . . . . . . . . . . . . . . . . 6
3.2 Death . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 7
4.1 Employer Contributions . . . . . . . . . . . . . 7
4.2 Change in Control . . . . . . . . . . . . . . . 7
4.3 Binding Effect on Successor . . . . . . . . . . 7
ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . 8
5.1 Normal Retirement Pension . . . . . . . . . . . 8
5.2 Early Retirement Pension . . . . . . . . . . . . 8
5.3 Prior Employer's Plan . . . . . . . . . . . . . 9
5.4 Form of Payment . . . . . . . . . . . . . . . . 9
5.5 Suspension of Benefits . . . . . . . . . . . . 10
5.6 Termination for Cause . . . . . . . . . . . . 10
5.7 Surviving Spouse Benefits . . . . . . . . . . 11
5.8 Claims Procedure . . . . . . . . . . . . . . . 11
5.9 Forfeiture of Benefits . . . . . . . . . . . . 13
ARTICLE VI - ADMINISTRATION OF PLAN . . . . . . . . . . . . . 14
6.1 Administration . . . . . . . . . . . . . . . . 14
6.2 Records . . . . . . . . . . . . . . . . . . . 15
6.3 Information Available . . . . . . . . . . . . 15
6.4 Expenses . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII - AMENDMENT AND TERMINATION . . . . . . . . . . . 16
7.1 Right to Amend or Terminate Plan . . . . . . . 16
7.2 Amendments . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII - MISCELLANEOUS PROVISIONS . . . . . . . . . . . 17
8.1 No Employment Rights . . . . . . . . . . . . . 17
8.2 Non-alienability . . . . . . . . . . . . . . . 17
8.3 Facility of Payment . . . . . . . . . . . . . 17
8.4 Severability . . . . . . . . . . . . . . . . . 17
8.5 Headings . . . . . . . . . . . . . . . . . . . 17
8.6 Number and Gender . . . . . . . . . . . . . . 18
8.7 Governing Law . . . . . . . . . . . . . . . . 18
INTERSTATE POWER COMPANY
SUPPLEMENTAL RETIREMENT PLAN
AS AMENDED AND RESTATED
ARTICLE I - INTRODUCTION
1.1 Purpose
Interstate Power Company ("Employer"), is establishing the
Supplemental Retirement Plan ("Plan") for the purpose of providing
defined benefit retirement income supplement for the officers of the
Employer. The Plan has been designed as, and is intended to be, an
unfunded plan for purposes of the Employee Retirement Income Security
Act of 1974, as amended, except as otherwise specifically provided
under the terms of this Plan. The Plan has also been designed as,
and is intended to be, a non-qualified plan for purposes of Section
401 of the Internal Revenue Code of 1986, as amended. The Plan shall
be effective April 30, 1990 as amended and restated December 9, 1997.
ARTICLE II - DEFINITIONS
Capitalized terms as described in this Article II shall have the meanings
as described herein unless a different meaning is clearly required by the
context of the Plan.
2.1 Accrued Benefit shall mean the retirement benefit that the
Officer would receive upon such Officer's Normal Retirement
Date, as provided in Section 5.1.
2.2 Board or Board of Directors shall mean the Board of
Directors of the Employer.
2.2.5 Change in Control of the Employer shall have the following
meaning and shall be deemed to have occurred if:
(i) any Person is or becomes the Beneficial Owner (as that
term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act")), directly or indirectly, of
securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired
directly from the Company) representing twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding securities; or
(ii) during any period of twenty-four (24) consecutive
months (not including any period prior to November 1, 1995),
individuals who at the beginning of such period constitute the
Board and any new director (other than a director designated by
a Person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or (iv) of
this definition or any such individual whose initial assumption
of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents) whose
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors at the beginning of such period or whose election
or nomination for election was previously so approved, cease for
any reason to constitute a majority of the Board; or
(iii) the shareholders of the Company approve a
reorganization, merger or consolidation, other than a
reorganization, merger or consolidation with respect to which
all or substantially all of the individuals and entities who
were Beneficial Owners, immediately prior to such
reorganization, merger or consolidation, of the combined voting
owner of the Company's then outstanding securities beneficially
own, directly or indirectly, immediately after such
reorganization, merger or consolidation, more then seventy-five
percent (75%) of the combined voting power of the securities of
the corporation resulting from such reorganization, merger or
consolidation in substantially the same proportions as their
respective ownership, immediately prior to such reorganization,
merger or consolidation, of the combined voting owner of the
Company's securities; or
(iv) the shareholders of the Company approve (a) the sale
or disposition by the Company (other than to a subsidiary of the
Company) of all or substantially all of the assets of the
Company (or any such sale or disposition is effected through
condemnation proceedings), or (b) a complete liquidation or
dissolution of the Company.
Notwithstanding the foregoing, a Change in Control shall not
include any event, circumstance or transaction which results
from the action (excluding the Executive's employment activities
with the Company or any of its affiliates) of any Person or
group of Persons which includes, is directly affiliated with or
is wholly or partly controlled by one or more executive officers
of the Company and in which the Executive actively participates.
2.3 Code shall mean the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.
2.4 Compensation shall mean the Officer's highest consecutive
twelve (12) months of compensation, consisting of amounts which
are actually paid to the Officer during the calendar year,
including salary deferrals to any qualified plan sponsored by
the Employer, but excluding any nonqualified plan deferrals,
expense reimbursements and taxable employee benefits. Bonus
Awards shall not be treated as compensation for purposes of the
Plan.
2.5 Early Retirement Date shall mean the first day of the month
on or after the Officer reaches age fifty-five (55).
2.6 Effective Date shall mean April 30, 1990 as amended and
restated December 9, 1997.
2.7 Employer shall mean Interstate Power Company. This will
also include any successor corporation or firm of the Employer
which shall, by written agreement, assume the obligations of
this Plan.
2.8 Normal Retirement Date shall mean the date that the Officer
reaches age sixty-five (65).
2.9 Officer shall mean an employee of the Employer who is
determined by the Employer to be eligible to participate in this
Plan. Notwithstanding anything contained herein to the
contrary, the term "Officer" shall include any employee who is
an assistant officer.
2.9.5 Participant shall mean an officer or former Officer of
Employer who has been determined by the Employer eligible to
participate in the Plan or who has entered into the Plan. See
3.1.
2.10 Plan shall mean this Interstate Power Company Supplemental
Retirement Plan, as set forth herein or in any amendments
hereto.
2.11 Plan Administrator shall mean the Employer or the
individual or committee duly appointed or duly authorized by the
Employer or by the Board of Directors to administer the terms of
the Plan.
2.12 Plan Year shall mean the twelve (12) consecutive month
period beginning with January 1 and ending December 31.
2.12.5 Re-entry Date shall mean the date a former active Officer
re-enters the plan.
2.13 Retirement Plan shall mean the plan sponsored by the
Employer, known as the Interstate Power Company Retirement
Income Plan, which is qualified under Section 401 and 501 of the
Code.
2.14 Social Security Benefit shall mean the maximum benefit that
the Officer is eligible to receive from Social Security:
(a) at age sixty-two (62), if the Officer retires at age Sixty-
two (62); or
(b) on the date that the Officer retires, if the Officer
retires after age sixty-two (62); or
(c) at age sixty-two (62), assuming that the Officer continues
to earn zero Compensation from the date of Retirement until
the Officer reaches age sixty-two (62), if the Officer
retires before age sixty-two (62).
2.15 Spouse shall mean a person to whom the Officer was legally
married on the date of the Officer's death.
2.16 Trust shall mean the agreement of trust, called Interstate
Power Company Irrevocable Trust Agreement, 1990, between the
Interstate Power Company and the trustee established for the
purpose of holding the assets of the Trust Fund under the
provisions of this Plan and any other trust established by the
Company to provide any benefits under this Plan.
2.17 Trust Fund shall mean the total funds held under the Trust
for purpose of providing benefits for the Participants. These
funds result from a transfer of general assets of the Employer
made under the Plan which are forwarded to the Trustee to be
deposited in the Trust Fund. In the event of the Employer's
insolvency, assets in the trust Fund are subject to the claims
of the Employer's general creditors.
2.18 Trustee shall mean the trustee or trustees under the Trust.
The term Trustee as it is used in this Plan is deemed to include
the plural unless the context clearly indicates otherwise.
2.19 Year(s) of Benefit Service shall mean an Officer's total
period of service as an employee of the Employer, beginning with
such Officer's employment commencement date expressed in years
and months, including fractions of years, and ending on the date
that the employee's employment with the Employer is terminated.
For purposes of this Section 2.19 any part of a month shall be
deemed to be a whole month. "Years of Benefit Service" shall
include years (and fractions of years) for which an Officer has
received payments pursuant to an individual Severance Agreement
between the Officer and the Company.
ARTICLE III - PARTICIPATION
3.1 Participation.
The only employees eligible to participate in this plan are
Officers. Participation in the Plan shall commence upon the
notification to the Officer by the Employer of such Officer's
eligibility to participate in this Plan and upon the Officer's
entry into this Plan. The Employer shall determine the
Officer's entry date into this Plan. See 5.5 Suspension of
Benefits.
3.2 Death.
If an Officer dies while actively employed by the Employer, a
benefit shall be payable under this Plan. The benefit shall be
payable as provided in Section 5.7. See 5.5 Suspension of
Benefits.
ARTICLE IV - CONTRIBUTIONS
4.1 Employer Contributions.
(a) All contributions under this Plan are made by the Employer.
(b) In establishing this Plan and the Trust, the Employer
agrees and undertakes to make the Trust Fund subject to the
claims of the Employer's general creditors. The right of
any Participant to payment of benefits from the Employer's
general assets shall be no greater than that of any other
general unsecured creditor of the Employer.
4.2 Change in Control, Funding.
In the event that a change in control of the Employer occurs or
in the event of a change in the ownership of all or
substantially all of the assets of the Employer occurs as
defined in Section 2.2.5 this Plan shall become funded upon the
date that the Securities and Exchange Commission is notified of
such change. The amount of such funding shall be equal to the
present value of the Officer's Accrued Benefit (See Definition
2.1) based upon 7% interest per annum and the 1983 Group Annuity
Mortality Table for males. All Plan participants shall become
one hundred percent (100%) vested in their Accrued Benefit.
Funding under this Section 4.2 shall be effective through
contributions to a "Rabbi Trust" to be established by the
Company.
4.3 Binding Effect on Successor.
The Plan shall be binding upon and inure to the benefit of any
successor to the Employer or its business as the result of
merger, consolidation, reorganization, transfer of assets or
otherwise and any subsequent successor thereto. In no event
shall such merger, consolidation, reorganization, transfer of
assets or other similar transaction suspend or delay the rights
of any Participant to receive benefits hereunder.
ARTICLE V - BENEFITS
5.1 Normal Retirement Pension.
(a) An Officer shall be eligible for a normal retirement
pension under this Section 5.1 if the Officer terminates
service with the Employer on or after such Officer's Normal
Retirement Date.
(b) An Officer's monthly normal retirement pension is based
upon one twelfth (1/12th) of the following formula, based
on a single life annuity:
three and three-fourths percent (3-3/4%) multiplied by
Years of Benefit Service (not in excess of 20)
multiplied by Compensation minus the Officer's annual
accrued benefit from the Retirement Plan payable as a
single life annuity, any other employer's annual
retirement pension and the Officer's annual Social
Security Benefit.
5.2 Early Retirement Pension.
(a) If the Officer terminates service with the Employer on or
after such Officer's Early Retirement Date, the Officer
shall receive an early retirement pension or a normal
retirement pension as provided under this Section 5.2. If
the Officer terminates service with the Employer before
such Officer's Early Retirement Date, no benefits will be
payable to such Officer under this Plan.
(b) An Officer's monthly early retirement pension is based upon
one twelfth (1/12th) of the following formula, based upon a
single life annuity:
three and three-fourths percent (3-3/4%) multiplied
by Years of Benefit Service (not in excess of 20 and
determined on the date that the Officer terminates
service with the Employer) multiplied by Compensation
(determined on the date that the Officer terminates
service with the Employer) minus the Officer's annual
accrued benefit from the Retirement Plan payable as a
single life annuity, any other employer's annual
retirement pension and the Officer's annual Social
Security Benefit.
(c) If the Officer commences benefit on his Early Retirement
Date, the Officer will receive the following percentage of
such Officer's pension:
Age When Benefits Begin Percentage of Benefit Received
65 100.00%
64 97.50%*
63 95.00%*
62 92.50%*
61 90.00%
60 80.00%
59 70.00%
58 60.00%
57 50.00%
56 40.00%
55 30.00%
* These percentages are subject to subsection (d) below.
(d) Notwithstanding anything contained in this Plan to the
contrary, if the Officer commences benefits on or after age
sixty-two (62) with thirty-five (35) or more Years of
Benefit Service with the Employer, the Officer may retire
and qualify for 100% of the Officer's benefit under this
Plan.
5.3 Prior Employer's Plan.
If the Officer is eligible to receive a benefit from a previous
employer's defined benefit retirement plan, the Officer's
benefit under this Plan shall be reduced. The amount of the
reduction is equal to the monthly pension benefit the Officer
earned from the prior employer's plan payable as a single life
annuity at such Officer's retirement date.
5.4 Form of Payment.
(a) Benefits under this Plan shall be paid on the Officer's
Normal Retirement Date or Early Retirement Date in the form
selected by the Officer. The forms of payments which are
available for selection under this Plan are the same
options which are available under the Retirement Plan, as
provided in subsection (b) below. The Officer may choose a
different form of payment under this Plan from the form
selected under the Retirement Plan.
(b) The optional forms of retirement benefit for the benefit
derived from the Officer's Accrued Benefit shall be the
following:
(i) a straight life annuity;
(ii) a straight life annuity with Social Security
adjustment option;
(iii) single life annuities with period certain of
five (5), ten (10) or fifteen (15) years; and
(iv) survivorship life annuities with
survivorship percentages of 50, 66 2/3 or 100.
The benefit payable under any optional annuity form (except for
subsection (ii) and the normal form of payment under the
retirement Plan) shall be the actuarial equivalent (as defined
in the Retirement Plan) of the normal form of payment under the
Retirement Plan.
5.5 Suspension of Benefits.
If the Officer terminates service with the Employer and is
rehired after commencement of benefits but prior to attaining
age sixty-five (65), payment of benefits under this Plan shall
cease. Payment of benefits under this Plan shall resume when
the Officer again terminates service with the Employer.
5.6 Termination for Cause.
If the Officer is terminated for cause, the Officer will not
receive any benefits under this Plan. Termination for cause
shall be determined by the Board of Directors and will include,
but shall not be limited to:
(a) embezzlement of Employer funds;
(b) fraud; and
(c) acts which cause harm to the Employer or its reputation.
5.7 Surviving Spouse Benefits.
(a) If the Officer is unmarried and dies prior to retirement,
no benefits are payable under this Plan. If the Officer is
married and dies prior to retirement, the Officer's Spouse
will receive a pre-retirement survivor annuity.
(b) The Spouse shall receive a lifetime monthly pension equal
to the percent from the table below of the Officer's
Accrued Benefit:
Percentage of Benefit
Age at Time of Death Spouses Receives
64 48%
63 46%
62 44%
61 42%
60 40%
59 38%
58 36%
57 34%
56 32%
55 and under 30%
(c) If the Officer dies after such Officer's Early Retirement
Date, the pension amount is determined as if the Officer
retired on such Officer's date of death. The Spouse
commences payments as of the Officer's date of death.
(d) If the Officer dies before such Officer's Early Retirement
Date, the pension amount is determined as if the Officer
terminated service with the Employer on the date of death.
The Spouse shall commence payments on the earliest date
that the Officer was eligible to retire.
(e) If the Officer dies after the Officer retired and commenced
payments, the death benefit payable will be based on the
form of payment selected by the Officer.
5.8 Claims Procedure.
(a) Filing a Claim.
Any Officer or Spouse may file a written claim for a Plan
benefit with the Plan Administraton.
(b) Notice of Denial of Claim.
In the event of a denial or limitation of any benefit or
payment due to a claimant, the claimant shall be given a
written notification containing specific reasons for the
denial or limitation of such claimant's benefit. The
written notification shall contain specific reference to
the pertinent Plan provisions on which the denial or
limitation of his benefit is based. In addition, it shall
contain a description of any other material or information
necessary for the claimant to perfect a claim and an
explanation of why such material or information is
necessary. The notification shall further provide
appropriate information as to the steps to be taken if the
claimant wishes to submit the claim for review. This
written notification shall be given to a claimant within
ninety (90) days after receipt of the claim by the Plan
Administrator unless special circumstances require an
extension of time for processing the claim. If such an
extension of time is required, written notice of the
extension shall be furnished to the claimant prior to the
termination of said ninety (90) day period, and such notice
shall indicate the special circumstances which make the
postponement appropriate.
(c) Right of Review.
In the event of a denial or limitation of his benefit, the
claimant shall be permitted to review pertinent documents
and to submit to the Plan Administrator issues and comments
in writing. In addition, the claimant may make a written
request for a full and fair review of the claim and its
denial by the Plan Administrator, provided, however, that
such written request is received by the Plan Administrator
within sixty (60) days after receipt by the claimant of
written notification of the denial or limitation of the
claim. The sixty (60) day requirement may be waived by the
Plan Administrator in appropriate cases.
(d) Decision on Review.
A decision shall be rendered by the Plan Administrator
within sixty (60) days after the receipt of the request for
review, provided that where special circumstances require
an extension of time for processing the decision, it may be
postponed with written notice to the claimant (prior to the
expiration of the initial sixty (60) day period) for an
additional sixty (60) days, but in no event shall the
decision be rendered more than one hundred twenty (120)
days after the receipt of such request for review. Any
decision by the Plan Administrator shall be furnished to
the claimant in writing and shall set forth the specific
reason for the decision and the specific Plan provisions on
which the decision is based.
(e) Court Action.
No Officer or Spouse shall have the right to seek judicial
review of a denial of benefits or to bring any action in
any court to enforce a claim for benefits prior to filing a
claim for benefits or exhausting the rights to review under
this Section 5.8.
5.9 Forfeiture of Benefits.
Upon the occurrence of the following events, the Officer's
benefits under this Plan shall be forfeited and no benefits
shall be payable to the Officer under this Plan:
(a) as provided in Sections 3.2, 5.2(a), 5.6, and 5.7(a);
(b) if the Plan terminates, no further benefits shall be
accrued under this Plan. The Officer's Accrued Benefit
under this Plan shall be the benefit accrued as of the date
the Plan is terminated;
(c) if the Officer terminates service with the Employer and
begins employment with an employer which the Board of
Directors determines to be a competitor of the Employer or
with any employer in the utility industry. This limitation
does not, however, apply to successors and assigns of
Employer.
ARTICLE VI - ADMINISTRATION OF PLAN
6.1 Administration.
(a) Subject to this Article VI, the Plan administrator has
complete control of the administration of the Plan. The
Plan Administrator has all the powers necessary to properly
carry out its administrative duties. Not in limitation,
but in amplification of the foregoing, the Plan
Administrator has the power in its sole and complete
discretion to construe the terms of the Plan, to interpret
and resolve any ambiguity which may arise under the Plan
and all questions which may arise under the Plan, including
questions relating to the eligibility of officers to
participate in the Plan and the amount of benefit to which
any Participant may become entitled. The Plan
Administrator's decisions upon all matters within the scope
of its authority shall be final.
(b) Unless otherwise set out in the Plan, the Plan
Administrator may delegate recordkeeping and other duties
which are necessary to assist it with the administration of
the Plan to any person or firm which agrees to accept such
duties. The Plan Administrator shall be entitled to rely
upon all tables, valuations, certificates and reports
furnished by the consultant or actuary appointed by the
Plan Administrator and upon all opinions given by any
counsel selected or approved by the Plan Administrator.
(c) The Plan Administrator shall receive all claims for
benefits by Participants or former Participants. The Plan
Administrator shall determine all facts necessary to
establish the right of any claimant to benefits and the
amount of those benefits under the provisions of the Plan.
The Plan Administrator may establish rules and procedures
to be followed by claimants in filing claims for benefits,
in furnishing and verifying proof necessary to determine
age, and in any other matters required to administer the
Plan
6.2 Records.
(a) All acts and determination of the Plan Administrator shall
be duly recorded. All these records, together with other
documents necessary for the administration of the Plan,
shall be preserved in the Plan Administrator's custody.
(b) Writing (handwriting, typing, printing), photo-stating,
photographing, microfilming, magnetic impulse, mechanical
or electrical recording or other forms of data compilation
shall be acceptable means of keeping records.
6.3 Information Available.
Any participant in the Plan may examine copies of this Plan.
The Plan Administrator shall maintain the Plan in its office, or
in such other place or places as it may designate. The Plan may
be examined during reasonable business hours. Upon the written
request of a Participant receiving benefits under the Plan, the
Plan Administrator shall furnish such Participant with a copy of
the Plan.
6.4 Expenses.
The Employer shall pay all expenses of administering the Plan.
ARTICLE VII - AMENDMENT AND TERMINATION
7.1 Right to Amend or Terminate Plan.
While the Employer intends to maintain this Plan indefinitely,
the Employer, through the action of the Board of Directors,
reserves the right to amend and/or terminate this Plan at any
time for whatever reason it may deem appropriate; provided,
however, that any such amendment and/or termination adopted by
the Board of Directors or otherwise after the occurrence of any
Change in Control shall not be effective against any Participant
participating in this Plan on the date of any such Change in
Control if such amendment and/or termination would have any
adverse effect on the benefit rights and/or entitlements,
accrued or potential, of such Participant, when compared to any
such benefit rights and/or entitlements as the same existed
immediately prior to the adoption of any such amendment and/or
termination of this Plan, without the prior express written
consent of any such adversely effected Participant.
7.2 Amendments.
No amendment to this Plan may be made except by action of a
simple majority of the Board of Directors.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
8.1 No Employment Rights.
Nothing contained in this Plan shall be construed as a contract
of employment between the Employer and any Officer or as a right
of any Officer to be continued in employment or as a limitation
on the right of any Employer to discharge any of its Officers
with or without cause.
8.2 Non-alienability.
The rights of an Officer to the payment of benefits under this
Plan shall not be assigned, transferred, pledged or encumbered,
or be subject in any manner to alienation or anticipation.
8.3 Facility of Payment.
Any amounts payable under this Plan to any person under a legal
disability or who, in the judgment of the Employer, is unable to
properly manage his financial affairs may be paid to the legal
representative of such person or may be applied for the benefit
of such person in any manner which the Employer may select.
8.4 Severability.
Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan shall be held
to be prohibited by or invalid under applicable law, then such
provision shall be deemed to be amended to accomplish the
objectives of the provision as originally written to the fullest
extent permitted by law and all other provisions of the Plan
shall remain in full force and effect. Such provision shall be
deemed to have been drafted in such manner on the Effective
Date.
8.5 Headings.
The headings are for convenience of reference only. In the
event of a conflict between a heading and the content of a
section, the content of the section shall control.
8.6 Number and Gender.
The masculine pronoun used herein shall include the feminine
pronoun and the singular number shall include the plural number
unless the context of this Plan requires otherwise.
8.7 Governing Law.
The provisions of this Plan shall be interpreted in accordance
with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Employer has caused its corporate seal to be
hereunto affixed and has caused its name to be signed hereto by the person
duly authorized below, pursuant to the authority of the Board of
Directors, to be effective as first above written, on this 9th day of
December, 1997.
INTERSTATE POWER COMPANY
By: / s / Michael R. Chase
( Michael R. Chase )
Title: President & CEO
(Corporate Seal)
Attest:
/ s / Joseph C. McGowan
( Joseph C. McGowan )
Secretary