ALLIANT ENERGY DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2008)
Table of Contents
|
|
Page
|
| |
|
|
| ARTICLE I BACKGROUND |
1 |
ARTICLE 2 DEFINITIONS |
1 |
| 2.1 |
Account |
1 |
| 2.2 |
Affiliate |
1 |
| 2.3 |
Beneficiary |
1 |
| 2.4 |
Code |
1 |
| 2.5 |
Company |
1 |
| 2.6 |
Company
Stock |
2 |
| 2.7 |
Compensation |
2 |
| 2.8 |
Deferred
Compensation Balance |
2 |
| 2.9 |
Deferrals |
2 |
| 2.10 |
Eligible
Employee/Director |
2 |
| 2.11 |
Employer |
2 |
| 2.12 |
Employer
Contributions |
2 |
| 2.13 |
ERISA |
2 |
| 2.14 |
Investment
Account |
2 |
| 2.15 |
Participant |
2 |
| 2.16 |
Plan |
2 |
| 2.17 |
Plan
Year |
2 |
| 2.18 |
Plan
Administrator |
2 |
| 2.19 |
Prior
Plans |
3 |
| 2.20 |
Retirement |
3 |
| 2.21 |
Savings
Plan |
3 |
| 2.22 |
Separation
from Service |
3 |
| 2.23 |
Share
Value |
4 |
| 2.24 |
Unforeseeable Emergency |
4 |
ARTICLE 3 ADMINISTRATION |
4 |
| 3.1 |
Powers and
Duties |
4 |
| 3.2 |
Delegation |
5 |
ARTICLE 4 DEFERRED COMPENSATION |
5 |
| 4.1 |
Participant
Deferrals |
5 |
| 4.2 |
Employer
Contributions |
6 |
| 4.3 |
Deferred
Compensation Accounts |
6 |
ARTICLE 5 PAYMENT OF DEFERRED COMPENSATION |
9 |
| 5.1 |
Payment of
Deferred Compensation Balance |
9 |
| 5.2 |
Commencement
of Payments |
9 |
| 5.3 |
Method of
Payment |
9 |
| 5.4 |
Amount of
Payments |
9 |
| 5.5 |
Form of
Payments |
10 |
-i-
| |
|
|
| 5.6 |
Participant
Elections |
10 |
| 5.7 |
Distribution
in the Event of an Unforeseeable Emergency |
11 |
| 5.8 |
Facility of
Payment |
11 |
| 5.9 |
Pre-December
31, 2007 Distribution Election |
11 |
ARTICLE 6 CLAIMS PROCEDURE |
11 |
| 6.1 |
Decisions on
Claims |
11 |
| 6.2 |
Review of
Denied Claims |
12 |
ARTICLE 7 FUNDING |
12 |
ARTICLE 8 AMENDMENT AND TERMINATION |
12 |
ARTICLE 9 GENERAL PROVISIONS |
12 |
| 9.1 |
Status of
Participants |
12 |
| 9.2 |
No Guaranty
of Employment |
12 |
| 9.3 |
Delegation
of Authority |
13 |
| 9.4 |
Legal
Actions |
13 |
| 9.5 |
Applicable
Law |
13 |
| 9.6 |
Rules of
Construction |
13 |
| 9.7 |
Expenses of
Administration |
13 |
| 9.8 |
Indemnification |
13 |
| 9.9 |
Additional
Provisions under Section 409A and Other Laws |
13 |
-ii-
ARTICLE 1
BACKGROUND
Alliant
Energy Corporate Services, Inc. and/or related entities in the
controlled group of entities of Alliant Energy Corporation have
heretofore maintained various nonqualified deferred compensation
plans for the benefit of key employees and/or non-employee
directors, including but not limited to the Alliant Energy Key
Employee Deferred Compensation Plan, the Alliant Energy Corporation
Deferred Compensation Plan for Directors, the Wisconsin Power &
Light Company Deferred Compensation Plan I, and the Wisconsin Power
& Light Company Deferred Compensation Plan II. By actions of
(i) the Compensation and Personnel Committee of the Board of
Directors of Alliant Energy Corporation with respect to the Alliant
Energy Employee Deferred Compensation Plan and the Wisconsin Power
& Light Deferred Compensation Plan I and the Wisconsin Power
& Light Deferred Compensation Plan II, and (ii) the Nominating
and Governance Committee of the Board of Directors of Alliant
Energy Corporation with respect to the Alliant Energy Corporation
Deferred Compensation Plan for Directors, such plans are merged
effective January 1, 2008 into this Alliant Energy Deferred
Compensation Plan as set forth herein
ARTICLE 2
DEFINITIONS
When the
following words or phrases are used herein, they shall have the
meanings set forth below unless otherwise specifically
provided:
2.1
Account . An account which has been established for a
Participant pursuant to Section 4.3. Each such account shall
include one or more of the following sub-accounts: the Company
Stock Account, the Interest Account and the Equity Account as
described in Section 4.3(c).
2.2
Affiliate . A business organization that is under common
control with the Company, as determined under Sections 414(b) and
(c) of the Code.
2.3
Beneficiary . The person or persons (including a trustee or
trustees) designated as a Participant’s Beneficiary in the
last written instrument signed by the Participant for the purposes
of this Plan and received by the Plan Administrator prior to the
Participant’s death. If no such person has been designated,
the Participant’s Beneficiary shall be the person or persons
who constitute the Participant’s beneficiary for the purposes
of the Savings Plan or if no such person, the Participant’s
surviving spouse, or if none, the Participant’s estate. Valid
beneficiary designations made for the Prior Plans shall be
considered hereunder.
2.4
Code . The Internal Revenue Code of 1986, as from time to
time amended.
2.5
Company . Alliant Energy Corporate Services, Inc., and any
successor or successors thereto.
-1-
2.6
Company Stock . The Common Stock, $.01 par value, of Alliant
Energy Corporation, as such stock may be reclassified, converted,
or exchanged by reorganization, merger, or otherwise.
2.7
Compensation . An employee Participant’s base salary
and any annual short-term cash incentive compensation from the
Participant’s Employer and a non-employee Participant’s
annual retainer and committee fees as a member of the Board of
Directors of an Employer.
2.8
Deferred Compensation Balance . The balance from time to
time credited to a Participant's Accounts.
2.9
Deferrals . A Participant’s deferred Compensation and
Employer Contributions.
2.10
Eligible Employee/Director . There are two groups of
Eligible Employee/ Directors:
| |
(a)
An employee of an Employer who is a member of a select group of
management or highly compensated employees within the meaning of
Section 201(2) of ERISA, who has the title of
“director” or higher, and who has been designated by
the Chief Executive Officer of the Company as being eligible to
participate in the Plan; and |
| |
(b)
A non-employee member of the Board of Directors of Alliant Energy
Corporation. |
2.11
Employer . The Company, Alliant Energy Corporation, and each
Affiliate of the Company with at least one employee who is an
Eligible Employee/Director.
2.12
Employer Contributions . The amount specified for a
Participant in Section 4.2.
2.13
ERISA . The Employee Retirement Income Security Act of 1974,
as from time to time amended.
2.14
Investment Account . The Company Stock Account, the Interest
Account, and/or the Equity Account described in Section
4.3.
2.15
Participant . An Eligible Employee/Director for whom an
Account has been established pursuant to Section 4.3.
2.16
Plan . The Alliant Energy Deferred Compensation Plan, as set
forth herein, and as from time to time amended.
2.17
Plan Year . The 12 consecutive month period ending on each
December 31.
2.18
Plan Administrator . The Compensation and Personnel
Committee of the Board of Directors of Alliant Energy
Corporation.
-2-
2.19
Prior Plans . One or all of the following as in effect prior
to January 1, 2008: Alliant Energy Key Employee Deferred
Compensation Plan, the Alliant Energy Corporation Deferred
Compensation Plan for Directors, the Wisconsin Power & Light
Company Deferred Compensation Plan I, and the Wisconsin Power &
Light Company Deferred Compensation Plan II.
2.20
Retirement . For an employee Participant,
“Retirement” means a Separation from Service at or
after age 55. For a director Participant, “Retirement”
means any Separation from Service other than by reason of
death.
2.21
Savings Plan . The Alliant Energy Corporation 401(k) Savings
Plan.
2.22
Separation from Service . With respect to the term
"Separation from Service":
| |
(a)
Separation from Service means an employee Participant’s
termination of employment or a director Participant’s
termination of membership on the Board of Directors of 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 Section 409A of the Code.
Specifically, if a Participant continues to provide services to the
Company or a 409A affiliate in a different capacity (i.e., a former
employee becomes a director or an independent contractor or a
former director becomes an employee 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. |
| |
(b)
For purposes of the Plan, an employee Participant’s
termination of employment shall occur when the Company and the
Participant reasonably anticipate that no further services will be
performed by the Participant 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 Participant
will perform after such date will permanently decrease to no more
than 20% of the average level of bona fide services performed by
the Participant (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 employee
Participant takes a leave of absence for purposes of military
leave, sick leave or other bona fide leave of absence, the
Participant 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 Participant’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 Participant 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. |
-3-
| |
(c)
For purposes of the Plan, a director Participant’s
termination of membership shall occur on the date the Participant
ceases to be member of the Board of Directors if such date
constitutes a good-faith and complete termination of the
relationship. There is not a termination if the Company anticipates
a renewal of the Board membership or the director Participant
becoming an employee or an independent contractor of the Company or
a 409A affiliate. |
| |
(d)
For purposes of the Plan, 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 Section 414(b) of the Code, or that is under common control with
the Company within the meaning of Section 414(c) of the Code,
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. |
2.23
Share Value . With respect to Company Stock, Share Value
means the price at which a share of Company Stock is deemed to have
been purchased for a Participant’s Account pursuant to
Section 4.3(d). If shares of Company Stock are actually purchased
on any date for the purposes of the Plan, such purchases are made
in the open market. The Share Value on such date will be the price
of the shares that are purchased for the Plan on such date. In all
other cases, Share Value will be the closing price of shares of
Company Stock as reported for the applicable date on the New York
Stock Exchange. With respect to the Equity Account, Share Value
means the price at which a share of the applicable S&P 500
index fund is deemed to have been purchased for a
Participant’s Account pursuant to Section 4.3(f). Such price
shall be the price that would have been paid or received if such
shares had been purchased or sold on the applicable
date.
2.24
Unforeseeable Emergency . An Unforeseeable Emergency is a
severe financial hardship of the Participant resulting from any of
the following, as determined by the Plan Administrator based on all
of the relevant facts and circumstances:
| |
(a)
an illness or accident of the Participant, his or her Beneficiary,
spouse or dependent (as defined in Section 152 of the Code without
regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)
thereof); |
| |
(b)
a loss of the Participant’s property due to casualty
(including the need to rebuild a home following damage to a home
not otherwise covered by insurance); or |
| |
(c)
other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the
Participant. |
ARTICLE 3
ADMINISTRATION
3.1
Powers and Duties . Full power and authority to construe,
interpret, and administer this Plan is vested in the Plan
Administrator. In particular, the Plan Administrator shall make
each determination provided for in this Plan and may adopt such
rules, regulations, and procedures, as it deems necessary or
desirable to the efficient administration of the Plan. The Plan
Administrator’s determinations need not be uniform, and may
be made by it selectively among persons who may be eligible to
participate in the Plan. The Plan Administrator shall have sole and
exclusive discretion in the exercise of its powers and duties
hereunder, and all determinations made by the Plan Administrator
shall be final, conclusive, and binding unless they are found by a
court of competent jurisdiction to have been arbitrary and
capricious.
-4-
3.2
Delegation . The Plan Administrator may delegate part or all
of its duties to any person or persons, and may from time to time
revoke such authority and delegate it to another person or persons.
Each such delegation to a person who is not an employee of the
Company or an Affiliate will be in writing, and a copy will be
furnished to the person to whom the duty is delegated, who will
file a written acceptance with the Plan Administrator. Any
delegate’s duty will terminate upon revocation of such
authority by the Plan Administrator, upon withdrawal of such
person’s acceptance or, in the case of a delegate who is an
employee of the Company or an Affiliate, upon the termination of
such employment. Any person to whom administrative duties are
delegated may, unless the delegation provides otherwise, similarly
delegate part or all of such duties to another person.
ARTICLE 4
DEFERRED COMPENSATION
4.1
Participant Deferrals . An Eligible Employee/Director may
elect to defer up to 100% of his or her Compensation for any Plan
Year. An election to defer Compensation shall be made prior to the
first day of the Plan Year to which it will apply and it shall be
subject to the following requirements:
| |
(a)
For a Participant who is an employee of an Employer, the election
may defer a percentage of the Participant’s base salary,
and/or a percentage of the Participant’s annual short-term
cash incentive compensation. Amounts deferred from a
Participant’s base salary shall reduce the
Participant’s base salary in equal installments for each pay
period during the Plan Year (or portion thereof) to which the
election applies. Amounts deferred from a Participant’s
annual short-term cash incentive compensation shall reduce the
Participant’s incentive compensation that is earned (not
paid) during the Plan Year on the date such annual short-term cash
incentive compensation would otherwise be paid to the Participant.
In addition, a Participant may elect that the Participant’s
aggregate deferrals of base salary and annual short-term cash
incentive compensation shall be at least sufficient so that the
non-deferred salary and annual short-term cash incentive
compensation for the Plan Year does not exceed $1,000,000. For a
Participant who is a non-employee member of the Board of Directors
of Alliant Energy Corporation, the election may defer a percentage
of the Participant’s retainer and committee fees. |
| |
(b)
The election shall be irrevocable with respect to all Compensation
payable for services performed by the Participant during the Plan
Year for which the election is made, except that (i) a Participant
may terminate an election to defer Compensation if the Plan
Administrator determines that the termination is necessary as a
result of an Unforeseeable Emergency and (ii) an election to defer
Compensation shall be terminated and no future deferrals shall be
permitted for the minimum required 6-month period if the
Participant receives a hardship distribution under the Savings
Plan. Deferrals may be resumed only for a calendar year beginning
after the year in which the minimum suspension period
ends. |
-5-
4.2
Employer Contributions . By January 31, 2008 each Employer
shall credit to the Account of each Participant who is employed by
that Employer an Employer Contribution in an amount equal to 50% of
(a), minus (b), where:
| |
(i)
the sum of the amounts (if any) contributed by the Participant to
the Savings Plan during 2007 which were eligible for matching
contributions under the Savings Plan, plus the amounts deferred by
the Participant during 2007 pursuant to Section 4.1; or |
| |
(ii)
6% of the Participant’s base salary for 2007; and |
| |
(b)
is the amount of any matching contributions that were made to the
Savings Plan on behalf of the Participant for 2007. |
For
|
