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Exhibit 10.3
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
[Form for T.L. Aller, T.L. Hanson, P. Howard Moore, P.L.
Kampling]
This
Supplemental Retirement Plan Agreement is made this ____ day of
____________, 2008, by and between [insert name] (the
"Officer") and Alliant Energy Corporation (the "Company").
W I T N E
S S E T H :
WHEREAS,
Alliant Energy wishes to provide supplemental retirement benefits
to a select group of senior executive personnel, including the
Officer, to ensure the overall effectiveness of the Company’s
executive compensation program and that the Company will be able to
attract, retain, and motivate qualified senior executive
personnel;
WHEREAS,
the Company and the Officer have heretofore entered into a
Supplemental Retirement Plan Agreement (the "Prior Agreement")
providing supplemental retirement, deferred compensation or similar
benefits; and
WHEREAS,
the Company and the Officer wish to enter into this Agreement,
which shall amend, restate, supersede and replace the Prior
Agreement;
NOW,
THEREFORE, the parties agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Effect on Prior Agreement
. This Agreement shall supersede and replace the Prior
Agreement, effective as of the date of this Agreement, and the
parties shall thereafter have no further rights or obligations
under the Prior Agreement.
1.2 Effect on Change of Control
Agreements . If the Officer is a party to an agreement
which is binding on the Company and which takes effect in the event
of a change in control, such agreement shall supersede and control
over the provisions of this Agreement in the event of any conflict
between the two.
1.3 No Contract of Employment
. This Agreement does not constitute an employment agreement
between the Officer and the Company. Nothing in this Agreement
shall affect the Company’s right to terminate the
Officer’s employment or position as an officer at any time,
with or without cause.
1.4 Effect on Other Benefits
. Nothing in this Agreement shall modify, impair or otherwise
affect the rights of the Officer to participate in or receive
benefits under any other employee benefit plan of the Company, it
being understood that the rights of the Officer to participate in
or receive benefits under any such plan shall be determined in
accordance with the provisions of such plan and shall not be
affected by the provisions of this Agreement.
ARTICLE II
DEFINITIONS
2.1 Beneficiary means the
beneficiary or beneficiaries designated in writing by the Officer
on the form provided in Appendix A or, in default of such
designation or the failure of any designated beneficiary to survive
the Officer, the Officer’s estate.
2.2 Board of Directors means the
Board of Directors of Alliant Energy Corporation, the Compensation
and Personnel Committee of the Board, or any committee of the Board
which is designated by the Board of Directors, or permitted by the
Bylaws of the Alliant Energy Corporation, to act on behalf of the
Board of Directors.
2.3 Cause means, but is not limited
to, (i) embezzlement of funds of the Company or any affiliate; (ii)
fraud; and (iii) acts that cause harm to the Company or an
affiliate or to the reputation thereof.
2.4 Continuous Employment means the
Officer’s last continuous period of employment with the
Company immediately preceding the Officer’s Retirement. If
the Officer has been continuously employed by the Company since the
merger of IES Industries Inc., WPL Holdings, Inc. and Interstate
Power Company, the Officer’s Continuous Employment shall also
include his or her last continuous period of employment with IES
Industries Inc., WPL Holdings, Inc. or Interstate Power Company,
immediately preceding the date of such merger.
2.5 Continuous SRP Employment means
the Officer’s Continuous Employment disregarding any period
prior to the earliest date of any Prior Agreement.
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2.6 Code means the Internal Revenue
Code of 1986, as amended.
2.7 Dependent Child or Children
means any child of the Officer who, on the date of the applicable
payment to such child under this Agreement, is 18 years of age or
under, is 24 years of age or under and is a "student" as defined in
Code Section 151(c)(4), or is a "substantially handicapped person."
The term "child" includes any naturally born or legally adopted
child; provided, in the case of an adopted child, that the adoption
became final prior to such child’s 18th birthday. The term
"substantially handicapped person" includes any person who has a
"physical or mental impairment which substantially limits one or
more major life activities," as those terms are defined in 29
C.F.R. Section 32.3.
2.8 Disabled means the Officer has
satisfied (and continues to satisfy) the requirements for receiving
disability benefits under the terms of the Company’s
long-term disability plan and is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months.
2.9 Earnings means the
Officer’s base salary, bonus and/or annual incentive pay for
personal services rendered to the Company. The Officer’s base
salary shall be treated as Earnings in the period in which it would
have been payable, regardless of any deferral elections. The
Officer’s bonus and/or annual incentive pay shall be treated
as Earnings in the calendar year in which it is earned, regardless
of when it is paid.
2.10 Eligible Officer means an
officer of the Company.
2.11 Final Average Earnings means
the Officer’s average monthly Earnings for the three
consecutive calendar years out of the Officer’s last ten
completed calendar years of employment with the Company that yields
the highest average.
2.12 Normal Retirement Date means
the later of the Officer’s 62nd birthday or the date on which
the Officer completes ten years of Continuous Employment.
2.13 Pension Plan means any and all
of the following plans from which the Officer is entitled to a
benefit:
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(i)
the Alliant Energy Cash Balance Pension Plan and any other defined
benefit pension plan of the Company or its subsidiaries which is
qualified under Code Section 401(a);
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(ii)
the Officer’s ER Tier Contribution Account in the Alliant
Energy Corporation 401(k) Savings Plan or its successor;
and
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(iii)
the Alliant Energy Excess Retirement Plan.
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2.14 Retirement and/or Retires means
the Officer’s Separation from Service after the Officer has
satisfied the requirements under either Article III or Article IV.
An Officer shall not have a Retirement if the Separation from
Service is imposed by the Company for Cause, whether before or
after the Officer has satisfied the age and/or service requirements
of Article III or Article IV.
2.15 Separation from Service means
an Officer’s termination of employment with Alliant Energy
Corporation or, if the Participant continues to provide services
following such termination, such later date as is considered a
separation from service from the Company and its 409A affiliates
within the meaning of Code Section 409A. Specifically, if a
Participant continues to provide services to the Company or a 409A
affiliate in a different capacity (e.g., a former employee becomes
a director or an independent contractor), such shift in status is
not automatically a Separation from Service, subject to Treas. Reg.
section 1.409A-1(h)(5) among other provisions. For purposes of this
Agreement, an Officer’s termination of employment shall occur
when the Company and the Officer reasonably anticipate that no
further services will be performed by the Officer for the Company
and its 409A affiliates (whether as an employee, a director or an
independent contractor) or that the level of bona fide services the
Officer will perform after such date will permanently decrease to
no more than 20% of the average level of bona fide services
performed by the Officer (whether as an employee, director or
independent contractor) for the Company and its 409A affiliates
over the immediately preceding 36-month period (or such lesser
period of services). Notwithstanding the foregoing, if an Officer
takes a leave of absence for purposes of military leave, sick leave
or other bona fide leave of absence, the Officer will not be deemed
to have incurred a termination of employment for the first 6 months
of the leave of absence, or if longer, for so long as the
Officer’s right to reemployment is provided either by statute
or by contract; provided that if the leave of absence is due to a
medically determinable physical or mental impairment that can be
expected to result in death or last for a continuous period of not
less than 6 months, where such impairment causes the Officer to be
unable to perform the duties of his or her position of employment
or any substantially similar position of employment, the leave may
be extended for up to 29 months without causing a termination of
employment. For purposes of this Agreement, the term "409A
affiliate" means each entity that is required to be included in the
Company’s controlled group of corporations within the meaning
of Code Section 414(b), or that is under common control with the
Company within the meaning of Code Section 414(c), provided,
however, that the phrase "at least 50 percent" shall be used in
place of the phrase "at least 80 percent" each place it appears
therein or in the regulations thereunder.
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2.16 Supplemental Benefit means the
benefit described in Section 3.1 and payable to the Officer
pursuant to Articles III, IV or V.
2.17 Surviving Spouse means the
individual, if any, who is legally married to the Officer at the
time of the Officer’s death.
ARTICLE III
NORMAL RETIREMENT BENEFIT
3.1 Supplemental Benefit .
(a)
Subject to the following provisions of this Article III and Section
7.1, if the Officer has five or more years of Continuous SRP
Employment, remains a full-time employee, remains an Eligible
Officer until his or her Normal Retirement Date, and subsequently
Retires, the Officer shall receive a Supplemental Benefit equal to
50% of the Officer’s Final Average Earnings, reduced by the
sum of the monthly benefits payable to the Officer from all of the
Pension Plans.
(b)
For the purposes of Section 3.1(a), the amount of the
Officer’s monthly benefit from each applicable Pension Plan
shall be determined as follows:
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(i)
If the Officer receives a joint and survivor annuity from the
Alliant Energy Cash Balance Pension Plan and the Officer’s
Surviving Spouse is the joint annuitant, the Officer’s
monthly benefit from that Pension Plan shall be the monthly amount
payable to the Officer under such joint and survivor
annuity.
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(ii)
If the Officer receives a single life annuity from the Alliant
Energy Cash Balance Pension Plan, the Officer’s monthly
benefit from that Pension Plan shall be the monthly amount payable
to the Officer under such single life annuity.
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(iii)
If the Officer receives any other form of payment from a Pension
Plan, such other form of payment shall be converted to an
actuarially equivalent single life annuity, using the actuarial
assumptions under the Alliant Energy Cash Balance Pension Plan that
would apply as of the Officer’s Separation from Service if
the payment were from that Pension Plan, and the Officer’s
monthly benefit from the Pension Plan shall be the monthly amount
that would be payable to the Officer under such single life
annuity.
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(iv)
If a portion of the Officer’s benefits under any Pension Plan
has been awarded to an Alternate Payee pursuant to a qualified
domestic relations order, as defined in Code Section 414(p), the
Officer’s monthly benefit from that Pension Plan shall be
deemed to be the amount that would have been payable to the Officer
if no such order had been entered.
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(v)
The Officer’s monthly benefit from each Pension Plan shall be
determined as though it had commenced on the first day of the month
following the Officer’s Separation from Service, regardless
of when the Officer’s Pension Plan benefit actually
commences. If the Officer has not selected a form of payment from
the Alliant Energy Cash Balance Pension Plan by that time, the form
of payment shall be assumed to be a single life annuity.
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(vi)
For the portion of any Pension Plan that is a defined contribution
account, the applicable value of the Pension Plan shall be
determined as of the calendar month end which is one full month
prior to the date of calculation hereunder.
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(c)
The Supplemental Benefit shall be paid at the same time and in the
same form as the benefits the Officer is entitled to receive from
the Pension Plans that are nonqualified deferred compensation
arrangements. The applicable rules are as follows:
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(i)
The form of payment shall
be one of the following:
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(A)
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216 monthly
installments in the amount of the Supplemental Benefit;
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(B)
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a single lump sum
that is the actuarially equivalent amount to the 216 monthly
installments of the Supplemental Benefit using the actuarial
assumptions described in (iv) below; or
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(C)
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5 annual
installments, with the lump sum value in (B) above being deemed the
initial account and 20% thereof being the first annual installment,
with the remaining account balance being credited with deemed
interest as if invested in the Interest Account of the Alliant
Energy Deferred Compensation Plan and in each of the following four
Januarys following the Officer’s Separation from Service
additional payments being made of 25%, 33 1/3%, 50% and 100%,
respectively, of the then-value of the remaining
account.
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(ii)
The commencement of payment shall be the first day of the month
following the Officer’s Separation from Service, provided,
however, that all such payments otherwise due during the first 6
months following the Separation from Service shall be delayed,
without any interest for the delayed payment, until the first day
of the 7th month following the month in which the Officer’s
Separation from Service occurs.
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(iii)
On or before December 31, 2008, the Officer shall have the
opportunity to elect which form of payment in Section 3.1(c)(i)
above shall apply to the Officer. In the event of failure to make
such an election on or before December 31, 2008, the default shall
be 5 annual installments. Such election (or default) shall
generally be irrevocable, provided, however that an Officer may
change such payment form once (but only once) as
follows:
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(A)
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in order to be
valid, a new election must be made at least 12 months prior to the
Officer’s Separation from Service; and
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(B)
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if a valid election
is made pursuant to (A) above, the date of commencement of the new
benefits shall be deferred, without any interest or actuarial
adjustment, for 5 years from the date that would otherwise have
applied (after application of the 6-month delay in Section
3.1(c)(ii)) pursuant to Section 3.1(c)(ii), provided, however, if
the Officer’s death occurs during the 5-year deferral period,
the remaining portion of any 5-year deferral period shall be waived
and payment commenced pursuant to the applicable
election.
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(iv)
The lump sum payment amount provided under (i)(B) shall be
determined using as the discount rate the 12-month average of
10-year Treasury Yields (meaning Federal Reserve U.S. Treasury
ten-year actively traded securities) in effect as of the beginning
of the calendar year in which the lump sum benefit is paid. The
mortality table shall be the same table as then in use for
determining lump sums under the Alliant Energy Cash Balance Pension
Plan.
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3.2 Officer’s Death After
Retirement .
(a)
If the Officer dies after receiving at least 144 monthly
Supplemental Benefit payments pursuant to Section 3.1(c)(i)(A), the
Officer’s Supplemental Benefit shall terminate upon the
Officer’s death (with the full monthly payment being made for
the month in which such death occurs), and the Company shall have
no further obligation to make any payments under this Section
3.2(a).
(b)
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