Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
WPL Holdings, Inc.
(Exact name of registrant as specified in its charter)
[To be renamed Interstate Energy Corporation]
Wisconsin 39-1380265
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Interstate Energy Corporation 401(k) Savings Plan
(Full title of the plan)
Edward M. Gleason Copy to:
Vice President, Treasurer and
Corporate Secretary Benjamin F. Garmer, III
WPL Holdings, Inc. Foley & Lardner
222 West Washington Avenue 777 East Wisconsin Avenue
Madison, Wisconsin 53703 Milwaukee, Wisconsin 53202
(608) 252-3311 (414) 281-2400
(Name, address and telephone number,
including areacode, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock,
$.01 par value,
with attached
Common Stock 1,200,000 $32.125(2) $38,550,000(2) $11,373
Purchase Rights shares and
rights
(1) Each share of WPL Holdings, Inc. Common Stock issued will have
attached thereto one Common Stock Purchase Right.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for WPL Holdings, Inc. Common Stock on the New York Stock
Exchange Composite Tape on February 19, 1998. The value
attributable to the Common Stock Purchase Rights is reflected in
the price of the Common Stock.
___________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by WPL Holdings, Inc. (the
"Company", which will be renamed Interstate Energy Corporation upon
consummation of the proposed three-way merger between the Company, IES
Industries Inc. and Interstate Power Company) or the Interstate Energy
Corporation 401(k) Savings Plan (f/k/a the Wisconsin Power and Light
Company Employees' Retirement Savings Plan) (the "Plan") with the
Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 19, 1997.
2. The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1996, filed on June 27, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997, filed on May 15,
August 13 and November 14, 1997, respectively.
4. The description of the Company's Common Stock contained in
Item 4 of the Company's Registration Statement on Form 8-B, dated April 1,
1988, including any amendment or report filed for the purpose of updating
such description.
5. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated February 27, 1989, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareowners in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect
of the foregoing provisions may be to reduce the circumstances which an
officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Interstate Energy Corporation 401(k) Savings Plan, as
amended to date
(4.2) Rights Agreement, dated as of February 22, 1989,
between WPL Holdings, Inc. and Morgan Shareholder
Services Trust Company (incorporated by reference to
Exhibit 4 to WPL Holdings, Inc.'s Current Report on
Form 8-K, dated as of February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)
(24) Powers of Attorney
The undersigned Registrant hereby undertakes to submit the Plan,
as amended, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to continue the
qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Madison, State
of Wisconsin, on this 20th day of February, 1998.
WPL HOLDINGS, INC.
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Erroll B. Davis, Jr. President, Chief February 20, 1998
Erroll B. Davis, Jr. Executive Officer
and Director
(Principal
Executive Officer)
/s/ Edward M. Gleason Vice President, February 20, 1998
Edward M. Gleason Treasurer and
Corporate Secretary
(Principal
Financial and
Accounting Officer)
L. David Carley* Director February 20, 1998
Rockne G. Flowers* Director February 20, 1998
Donald R. Haldeman* Director February 20, 1998
Katharine C. Lyall* Director February 20, 1998
Arnold M. Nemirow* Director February 20, 1998
Milton E. Neshek* Director February 20, 1998
Henry C. Prange* Director February 20, 1998
Judith D. Pyle* Director February 20, 1998
Carol T. Toussaint* Director February 20, 1998
*By:/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Wisconsin Power and Light Company Pension and Employee Benefits
Committee, which administers the Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison and State of Wisconsin, on this 20th
day of February, 1998.
INTERSTATE ENERGY CORPORATION
401(k) SAVINGS PLAN
/s/ Pamela J. Wegner
Pamela J. Wegner
/s/ Edward M. Gleason
Edward M. Gleason
/s/ A. J. Amato
A. J. Amato
/s/ Daniel A. Doyle
Daniel A. Doyle
/s/ Bernard Nugent
Bernard Nugent
The foregoing persons are all of the members
of the Wisconsin Power and Light Company
Pension and Employee Benefits Committee
which is the current administrator of the
Interstate Energy Corporation 401(k) Savings
Plan
<PAGE>
EXHIBIT INDEX
Interstate Energy Corporation 401(k) Savings Plan
Exhibit No. Exhibit
(4.1) Interstate Energy Corporation 401(k) Savings Plan, as
amended to date
(4.2) Rights Agreement, dated as of February 22, 1989, between
WPL Holdings, Inc. and Morgan Shareholder Services Trust
Company (incorporated by reference to Exhibit 4 to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated as of
February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)
(24) Powers of Attorney
INTERSTATE ENERGY CORPORATION
401(k) SAVINGS PLAN
PLAN DOCUMENT
<PAGE>
TABLE OF CONTENTS
PAGE
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. 1
1.8 GENDER AND NUMBER. 2
1.9 PARTICIPATING GROUPS AND SCHEDULES. 2
1.10 EFFECTIVE DATES. 2
1.11 BLACKOUT PERIOD. 2
ARTICLE II. DEFINITIONS 3
2.1 ACCOUNT 3
2.2 AFFILIATED COMPANY 3
2.3 BENEFICIARY 3
2.4 CODE 3
2.5 COMMITTEE 3
2.6 COMPANY 3
2.7 COMPANY CONTRIBUTIONS 4
2.8 COMPENSATION 4
2.9 CORPORATION 4
2.10 DEFERRED CASH CONTRIBUTIONS 4
2.11 DISABILITY 4
2.12 EMPLOYEE PRETAX ACCOUNT 4
2.13 EMPLOYER CONTRIBUTION ACCOUNT 4
2.14 EMPLOYER MATCH A ACCOUNT 4
2.15 EMPLOYER MATCH B ACCOUNT 4
2.16 EMPLOYER MATCH C ACCOUNT 5
2.17 ERISA 5
2.18 FUND 5
2.19 HIGHLY COMPENSATED EMPLOYEE 5
2.20 INVESTMENT FUNDS 5
2.21 PARTICIPANT 5
2.22 PARTICIPATING GROUP 5
2.23 PLAN 5
2.24 PLAN YEAR 5
2.25 POST-86 AFTERTAX ACCOUNT 5
2.26 PRE-87 AFTERTAX ACCOUNT 5
2.27 PRIOR PLAN MONIES ACCOUNT 5
2.28 ROLLOVER CONTRIBUTIONS 5
2.29 ROLLOVER CONTRIBUTION ACCOUNT 6
2.30 SCHEDULE 6
2.31 SPOUSE 6
2.32 TRUST AGREEMENT 6
2.33 TRUSTEE 6
2.34 VALUATION DATE 6
ARTICLE III. PARTICIPATION 7
3.1 ELIGIBILITY REQUIREMENTS. 7
3.2 PARTICIPATION REQUIREMENTS 7
3.3 DURATION OF PARTICIPATION 8
3.4 LEASED EMPLOYEES 8
3.5 COLLECTIVE BARGAINING UNIT EMPLOYEES 8
3.6 NONRESIDENT ALIEN 8
3.7 COMMON LAW EMPLOYEES 8
ARTICLE IV. DEFERRED CASH CONTRIBUTIONS 9
4.1 CONTRIBUTION (PAYROLL) DEDUCTION 9
4.2 EFFECT OF CONTRIBUTION (PAYROLL) DEDUCTION 9
ARTICLE V. CONTRIBUTIONS 11
5.1 DEFERRED CASH CONTRIBUTIONS 11
5.2 COMPANY CONTRIBUTIONS 11
5.3 ACTUAL DEFERRAL PERCENTAGE 11
5.4 REQUIRED TEST AND ADJUSTMENT 12
5.5 ADJUSTMENT TO COMPANY CONTRIBUTION ACCOUNTS 13
5.6 ROLLOVER CONTRIBUTIONS 15
ARTICLE VI. ACCOUNTS 16
6.1 VALUATION OF ACCOUNTS 16
6.2 ALLOCATION OF CONTRIBUTIONS AND WITHDRAWALS 16
6.3 ALLOCATION OF NET EARNINGS OR LOSSES 16
6.4 ALLOCATION OF DISTRIBUTIONS 16
6.5 LIMITATIONS ON ALLOCATIONS 16
ARTICLE VII. INVESTMENT OF FUNDS 18
7.1 INVESTMENT FUNDS 18
7.2 INVESTMENT ELECTIONS 18
7.3 SPECIAL PROVISIONS RE: COMMON STOCK OF THE
CORPORATION. 18
7.4 LOANS. 19
ARTICLE VIII. NONFORFEITURE OF BENEFITS 22
ARTICLE IX. DISTRIBUTIONS 23
9.1 DISTRIBUTIONS AS A RESULT OF TERMINATION OR DISABILITY.
23
9.2 DIRECT TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS 24
9.3 PAYMENTS TO BENEFICIARY 25
9.4 PROVISION REGARDING UNPAID LOANS 26
9.5 PARTICIPANT'S INTEREST NOT TRANSFERABLE 26
9.6 FACILITY OF PAYMENT 27
ARTICLE X. WITHDRAWALS DURING EMPLOYMENT 28
10.1 HARDSHIP WITHDRAWALS. 28
10.2 OTHER IN-SERVICE WITHDRAWALS. 29
ARTICLE XI. ADMINISTRATION 31
11.1 PLAN ADMINISTERED BY COMMITTEE 31
11.2 INDEMNITY FOR LIABILITY 32
11.3 APPEAL FROM DENIAL OF CLAIMS 32
11.4 USERRA COMPLIANCE 33
ARTICLE XII. AMENDMENT AND TERMINATION 34
12.1 AMENDMENT 34
12.2 RIGHT TO TERMINATE PLAN 34
ARTICLE XIII. TOP-HEAVY RESTRICTIONS 35
13.1 GENERAL 35
13.2 MINIMUM BENEFITS 36
13.3 MULTIPLE PLANS 36
SCHEDULE A 37
SCHEDULE B 39
SCHEDULE C 41
SCHEDULE D 42
SCHEDULE E 43
ARTICLE I. INTRODUCTION
1.1 Establishment and Purpose.
This Plan is the result of the merger of the Interstate Power
Company 401(k) Plan and IES Industries Inc. Employee Savings
Plan into the Wisconsin Power and Light Company Employees'
Retirement Savings Plan. The merged plan is renamed the
Interstate Energy Corporation 401(k) Savings Plan. 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 a qualified cash or deferred
compensation arrangement within a profit sharing plan within the
meaning of Code Sections 401(k) and 402(a)(8). 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 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 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 rules in paragraphs 5.3, 5.4, and 5.5 and the deletion of
the family aggregation rule in paragraph 2.10 shall be
retroactively effective to January 1, 1997. The thirty-day
participation waiting period for applicable Participating Groups
in paragraph 3.1 shall be retroactively effective to
January 1, 1998 except with respect to employees hired on or
before December 20, 1997. The substantive provisions of this
document applicable to participants of the Interstate Power Company
401(k) Plan shall be treated as an amendment of that plan
effective January 1, 1998. Otherwise, the provisions hereof
shall be effective May 1, 1998 except to the extent
provided to the contrary.
1.11 Blackout Period.
Notwithstanding the applicable effective dates of this document,
certain provisions will not be immediately available as a result
of a "blackout" period imposed on Investment Fund activity by
the Trustee. The Committee shall determine the provisions to
which the blackout applies, the resulting consequences
of the blackout, and the length of the blackout.
ARTICLE II. DEFINITIONS
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
Employer Match C 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 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 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.
2.4 Code means the Internal Revenue Code of 1986 as amended from
time to time.
2.5 Committee means the Pension and Employee Benefits 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.
2.6 Company means collectively, unless the context indicates
otherwise, the Corporation, Alliant Utilities, Inc., IES
Utilities Inc., Interstate Power Company, Wisconsin Power and
Light Company, Alliant Power Company, Alliant Industries, Inc.,
Alliant Services Company, Alliant Transportation Inc., Alliant
International, Alliant Industrial Services, Whiting Petroleum
Corp., Cedar Rapids and Iowa City Railway Co., Transfer Services
Inc., IEI Barge Services Inc., Iowa Land and Building Co., and
any other Affiliated Company to which the Plan has been extended
by action of the Committee.
2.7 Company Contributions means the contributions
made to the Plan by the Company on behalf of a
Participant in accordance with paragraph 5.2.
2.8 Compensation means for each Participating Group the
amount identified in the applicable Schedule.
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
one hundred sixty thousand dollars ($160,000)
or such higher amount permitted pursuant to
Code Section 401(a)(17).
2.9 Corporation means Interstate Energy Corporation or any
successor or successors.
2.10 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.
2.11 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.
2.12 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.
2.13 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.
2.14 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.
2.15 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.
2.16 Employer Match C 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.
2.17 ERISA means the Employee Retirement Income
Security Act of 1974, as amended from time to
time.
2.18 Fund or 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 the purpose of paying distributions
hereunder. Any such Trust shall be qualified
under Code Section 501(a).
2.19 Highly Compensated Employee means an employee
defined in paragraph 5.3.
2.20 Investment Funds means those funds defined in
paragraph 7.1 hereof.
2.21 Participant means an employee who satisfies the
participation requirements of Article III.
2.22 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.
2.23 Plan means the "Interstate Energy Corporation
401(k) Savings Plan" as set forth in this
document, and as amended from time to time.
2.24 Plan Year means a calendar year which begins on
January 1 and ends on December 31.
2.25 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.
2.26 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.
2.27 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.
2.28 Rollover Contributions means a Participant's contributions
as determined under paragraph 5.6 hereof.
2.29 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.
2.30 Schedule means one of the attachments at the end
hereof that explain the substantive provisions applicable
to the various Participating Groups.
2.31 Spouse means the person who is legally married to
the Participant as of any date of reference.
2.32 Trust Agreement means any written agreement establishing
a trust for purposes of receiving, holding, investing,
and disposing of the Trust Fund.
2.33 Trustee means the person acting as Trustee under any
Trust Agreement.
2.34 Valuation Date means the date that Accounts are valued,
i.e., each business day.
ARTICLE III. PARTICIPATION
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.
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.
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.
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 from zero percent (0%) of
his Compensation, up to a maximum percent specified by the
Committee, in any multiple of one percent (1%). 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 ten
thousand dollars ($10,000) in 1998 and as adjusted for increases
in the cost of living in accordance with Code Section 402(g)(5) for
any Plan Year commencing after December 31, 1998 reduced by the
amount of any contributions made by the 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 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 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 for the limitation provided in paragraph 4.1; or
(e) The receipt of a hardship withdrawal in accordance with
paragraph 10.1.
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 paragraph
4.1 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
(ii) received compensation from the Affiliated Companies in
excess of eighty thousand dollars ($80,000) (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 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;
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.
Notwithstanding the foregoing, at the election of the Company,
the actual deferral percentage test and the average contribution
percentage test may be aggregated for any Plan Year for any
testing group of employees.
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")
part or all of any distribution received by him which is either
an "eligible rollover distribution" as defined in Code Section
402(c)(4), or a distribution meeting the requirements of Code
Section 408(d)(3)(A)(ii) that is attributable to an eligible
rollover distribution. However, such a Rollover Contribution
will be allowed only if each of the following conditions is
also met:
(a) The Rollover Contribution is made within sixty (60) days of
the date that the employee received the final distribution from
the former employer or "conduit" IRA, as the case may be;
(b) The Rollover Contribution is not in excess of the cash and
property received in such distribution, less any part thereof
attributable to after-tax employee contributions to such plan;
and
(c) The Rollover Contribution is in the form of cash only.
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.
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 5.5 and
5.6 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, described in paragraph 7.1, 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 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. In the event that there are multiple plans, the
following order shall determine the manner in which benefits are
restricted in order to satisfy these requirements: any defined
benefit plan shall be adjusted first before a reduction in this
Plan. 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 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 supense account shall revert to the Company.
ARTICLE VII. INVESTMENT OF FUNDS
7.1 Investment Funds. Contributions made under this Plan shall
be deposited in the Trust Fund for purposes of investment.
The Trust Fund may consist of three (3) or more Investment
Funds. Investment Funds are not separate trust funds; but
are funds reflecting various types of investments that the
Trustee may from time to time establish upon direction of
the Committee. The Investment Funds may consist of such
investment funds as shall be designated from time to time
by 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;
subject however to paragraph 7.2 hereof. 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. Amounts loaned to a Participant
as provided in paragraph 7.4 shall be recorded, and
considered a segregated investment by such Participant,
in a fund designated as the Participant Loan Fund.
7.2 Investment Elections. A Participant's Account(s) and new
contributions thereto shall be invested in one (1) or more
of the Investment Funds, as may be directed by the Participant
in the manner and to the extent provided by the Committee,
subject, however, to the provisions of paragraph 7.4.
Notwithstanding the foregoing, amounts in the Employer Match
A Account may not be invested in any Investment Fund other than
the Company Common Stock Fund, with the exception that during
the thirty (30)-day period immediately prior to "retirement" a
Participant who is a bargaining unit employee of Wisconsin Power
and Light Company may redirect part or all of the assets of such
Account in the Company Common Stock Fund into any other Investment
Fund. For this 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 its successor. In addition, Company Contributions to the
Employer Match B Account shall be automatically invested in the
Company Common Stock Fund, but thereafter shall be subject to the
full investment discretion of Participants.
7.3 Special Provisions Re: Common Stock of the Corporation.
(a) The Company Common Stock Fund shall be invested in the
common stock of the 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
periodically reinvested by the Trustee in common stock of the
Corporation.
(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 the
Corporation held in such 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 the Corporation in
connection with each meeting of stockholders.
(c) Purchases and sales of common stock of the Corporation may
be made by the Trustee on the open market or directly from or to
the Corporation. For each Investment Date, for shares purchased
directly from or sold directly to the 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 the 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 the Corporation occurs on such Exchange on the
Investment Date on the next preceding day on which the common
stock is so traded).
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, except that the Committee may adjust such
allocation in such manner as it deems appropriate if the balance
of the Participant's Account(s) in any Investment Fund is
insufficient to reflect the charge at the time 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.
(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 Company and 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 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.
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.
ARTICLE IX. DISTRIBUTIONS
9.1 Distributions as a Result of Termination or Disability.
(a) If the balance in the Accounts of a terminated Participant
has never exceeded 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 has ever
exceeded 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 subparagraphs 7.2(b) and 7.2(c). 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
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 Company Common Stock Fund, in whole
shares of common stock of the Corporation. In order to exercise
such election, the Participant shall so notify the Committee
in writing at the same time the Participant gives the Committee
the notice of the form of benefit selected.
(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.
9.2 Direct Transfer of Eligible Rollover Distributions. Notwithstanding
any provision of the Plan to the contrary that would otherwise
limit a Participant's election under this paragraph, a Participant
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
Participant in a direct rollover. An eligible rollover distribution
is any distribution of all or any portion of the balance to the
credit of the Participant, except that an eligible rollover
distribution does not include:
(a) 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 Participant or the joint
lives (or joint life expectancies) of the Participant and the
Participant's designated beneficiary, or for a specified period
of ten (10) years or more;
(b) any distribution to the extent such distribution is required
under Code Section 401(a)(9); and
(c) the portion of any distribution that is not includable in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
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),
that accepts the Participant's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity. A Participant
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 Participants with regard to the interest of
the spouse or former spouse. A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the Participant.
9.3 Payments to Beneficiary
(a) 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 Company Common Stock Fund, in whole
shares of common stock of the Corporation. In order to exercise
such election, the Beneficiary shall so notify the Committee in
writing 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.
(b) Special distribution options are applicable to the Beneficiary
of a Participant in the Interstate Power Company 401(k) Plan who
died on or before April 30, 1998 with respect to the entire
Account. The Beneficiary shall have the option to designate the
method and manner of distribution of the Participant's remaining
account balance, including the right to accelerate distribution.
This right in the Beneficiary is subject to the following
restrictions:
(i) If the Participant dies before benefit payments have
commenced, the entire interest of the Participant must be
distributed to the Beneficiary within five years after the
Participant's death except to the extent that an election
is made to receive distributions in accordance with
subparagraphs (A) and (B) below:
(A) If any portion of the Participant's interest is
payable to a "designated beneficiary" as defined in
the applicable regulations, distributions may be made
in substantially equal installments over the life or
life expectancy of the designated beneficiary
commencing no later than one year after the Participant's
death; or
(B) If the Beneficiary is the Participant's surviving
spouse, the date distributions are required to begin
in accordance with (A) immediately above shall not be
earlier than the date on which the Participant would
have attained age 70-1/2; but if the spouse dies before
distribution commences, the trustee shall thereupon
commence distributions to the successor Beneficiary.
(ii) If distributions have commenced to a Participant before the
Participant's death, distribution to the Beneficiary shall be
made at least as rapidly as under the method of distribution
being used prior to the Participant's death.
The Beneficiary will have the same rights as Participants for the
investment of the Beneficiary's Account.
9.4 Provision Regarding Unpaid Loans. Notwithstanding the foregoing
provisions of this Article IX, if a distribution under this Article
IX of a Participant's Account is to be made in a lump sum prior
to repayment of any outstanding loan to the Participant under the
Plan, then the unpaid portion of all loans made to the Participant
under the Plan, including accrued interest thereon, shall be deducted
from the amount of his Account balance to be distributed to the
Participant in cash or stock as provided inthis Article IX.
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.
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 and the maximum loan
available to him under paragraph 7.4. 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 on forms 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
paragraphs 4.1 and 4.2, such a 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 twelve
months following his receipt of such hardship withdrawal.
Notwithstanding paragraph 4.1, the amount of Deferred Cash
Contributions for the Calendar Year following such withdrawal
shall not exceed the $10,000 limit (as indexed) of paragraph 4.1
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. Payments of
withdrawals to a Participant 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 1, 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 1, 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 1, 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.
(e) A Participant on May 1, 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.
ARTICLE XI. ADMINISTRATION
11.1. Plan Administered by Committee. The Plan shall be administered by the
Pension and Employee Benefits 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
Pension and Employee Benefits 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
hardship 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;
(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.
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 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).
ARTICLE XII. AMENDMENT AND TERMINATION
12.1 Amendment. Except as otherwise provided herein, the 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.
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, the 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.
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 five (5) 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.
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.
13.3 Multiple Plans. If the controlled group maintains a defined
benefit plan and a defined contribution plan which both cover one
or more of the same key employees, and if such plans are top-heavy,
then the limitation stated in a separate provision of this Plan
with respect to the Code Section 415(e) maximum benefit limitations
shall be amended so that a 1.0 adjustment on the dollar limitation
applies rather than a 1.25 adjustment. This provision shall not apply
if the Plan is not "super top-heavy" and if the minimum benefit
requirements of this Section are met when two percent (2%) is
changed to three percent (3%) and twenty percent (20%) is changed
to an amount not greater than thirty percent (30%) which equals
twenty percent (20%) plus one percent (1%) for each year such
plan is top-heavy. A plan is "super top-heavy" if the ratio
referred to in subsection (a) above results in a percentage in
excess of ninety percent 90%) rather than a percentage in excess of
sixty percent (60%).
<PAGE>
Schedule A
WPL Nonbargaining
IES Industries Nonbargaining
IES Utilities Nonbargaining
SERVCO Nonbargaining
IES Bargaining
WPL Bargaining
2.8 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 and 401(k) from the amounts in (a) and (b)
above.
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. Company
Contributions made on behalf of a Participant shall be
allocated to the Employer Match A Account.
<PAGE>
Schedule B
Alliant Industries, Inc. and CRANDIC Nonbargaining
2.8 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 and 401(k) from the amounts in (a) and (b)
above.
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 excess of fifty percent (50%) of six percent (6%) of the
Participant's base pay for such Plan Year. Any "incentive" Company
Contributions made on behalf of a Participant shall be allocated to
the Employer Match A Account.
<PAGE>
Schedule C
CRANDIC Bargaining
2.8 Compensation means for a Participant for the Plan Year,
the aggregate of:
(a) base pay, plus
(b) the amount of any salary reduction contributions pursuant to
Code Sections 125 and 401(k) from the amount in (a) above.
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)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 period
shall equal twenty-five percent (25%) 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
twenty-five percent (25%) of four percent (4%) of the
Participant's Compensation for such pay period.
Company Contributions made on behalf of a Participant
shall be allocated to the Employer Match B Account.
<PAGE>
Schedule D
IPC Bargaining
2.8 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 and 401(k) from the amounts in (a) and (b)
above.
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)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 thirty-five percent (35%) 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 thirty-five percent (35%) of four percent (4%) of the
Participant's Compensation for such pay period.
Notwithstanding the foregoing, with respect to
Participants who were contributing to the Interstate
Power Company 401(k) Plan prior to 1997, if such a
Participant makes Deferred Cash Contributions of at
least $1,000 for a Plan Year, the Company Contributions
shall be at least $250. The Committee shall apply this
minimum requirement on a quarterly basis.
Company Contributions made on behalf of a Participant
shall be allocated to the Employer Match C Account.
<PAGE>
Schedule E
IPC Nonbargaining
2.8 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 and 401(k) from the amounts in (a) and (b)
above.
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 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.
Notwithstanding the foregoing, with respect to
Participants who were contributing to the Interstate
Power Company 401(k) Plan prior to 1997, if such a
Participant makes Deferred Cash Contributions of at
least $1,000 for a Plan Year, the Company Contributions
shall be at least $250. The Committee shall apply this
minimum requirement on a quarterly basis.
Company Contributions made on behalf of a Participant
shall be allocated to the Employer Match A Account.
F O L E Y & L A R D N E R Exhibit (5)
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
February 23, 1998
WPL Holdings, Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for WPL Holdings, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("Securities Act"), relating to
1,200,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), the associated rights to purchase shares of Common Stock
accompanying each share of Common Stock ("Rights") and interests in the
Interstate Energy Corporation 401(k) Savings Plan, as amended to date (the
"Plan"), which may be issued or acquired pursuant to the Plan. The terms
of the Rights are as set forth in that certain Rights Agreement, dated as
of February 22, 1989, by and between the Company and Morgan Shareholder
Services Trust Company (the "Rights Agreement").
As such counsel, we have examined: (i) the Plan; (ii) the
Registration Statement; (iii) the Company's Restated Articles of
Incorporation and Bylaws as amended to date; (iv) the Rights Agreement;
(v) resolutions of the Company's Board of Directors relating to the Plan
and the issuance of securities thereunder; and (vi) such other
proceedings, documents and records as we have deemed necessary to enable
us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. It is presently contemplated that the shares of Common
Stock to be acquired under the Plan will either be purchased in the open
market, acquired in privately negotiated transactions or purchased
directly from the Company. To the extent the shares of Common Stock to be
acquired under the Plan shall constitute shares newly issued by and
purchased directly from the Company, such shares of Common Stock, when
issued pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement, will be validly issued, fully
paid and nonassessable, except with respect to wage claims of, or other
debts owing to, employees of the Company for services performed, but not
exceeding six months' service in any one case, as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial
interpretations thereof.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act, or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit (23.1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
30, 1997 included in the WPL Holdings, Inc. Form 10-K for the year ended
December 31, 1996 and our report dated May 9, 1997 included in the WPL
Holdings, Inc. Form 11-K for the year ended December 31, 1996 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
February 20, 1998
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
L. David Carley
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ L. David Carley
L. David Carley
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Rockne G. Flowers
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Rockne G. Flowers
Rockne G. Flowers
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Donald R. Haldeman
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Donald R. Haldeman
Donald R. Haldeman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Katharine C. Lyall
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Katharine C. Lyall
Katharine C. Lyall
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Arnold M. Nemirow
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Arnold M. Nemirow
Arnold M. Nemirow
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Milton E. Neshek
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Milton E. Neshek
Milton E. Neshek
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Henry C. Prange
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Henry C. Prange
Henry C. Prange
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Judith D. Pyle
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Carol T. Toussaint
hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
and each of them individually, my true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-8, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new
Employees' Retirement Savings Plan, and to file said Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and any amendment (including any post-effective amendment) or
supplement thereto, with the Securities and Exchange Commission in
connection with the registration of said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 20th day of February, 1998.
/s/ Carol T. Toussaint
Carol T. Toussaint
