EXHIBIT 10.1
ALLIANT SERVICES COMPANY
KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2000)
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Table of Contents
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Page
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ARTICLE 1 BACKGROUND..............................................1
ARTICLE 2 DEFINITIONS.............................................1
2.1 Account...................................................1
2.2 Affiliate.................................................1
2.3 Beneficiary...............................................1
2.4 Code......................................................1
2.5 Company...................................................1
2.6 Company Stock.............................................2
2.7 Compensation..............................................2
2.8 Deferred Compensation.....................................2
2.9 Disability................................................2
2.10 Effective Date............................................2
2.11 Eligible Employee.........................................2
2.12 Employer..................................................2
2.13 ERISA.....................................................2
2.14 Participant...............................................2
2.15 Plan......................................................2
2.16 Plan Year.................................................2
2.17 Plan Administrator........................................2
2.18 Retirement................................................2
2.19 Savings Plan..............................................2
2.20 Share Value...............................................2
2.21 Termination of Employment.................................3
2.22 Unforeseeable Emergency...................................3
ARTICLE 3 ADMINISTRATION..........................................3
3.1 Powers and Duties.........................................3
3.2 Delegation................................................3
ARTICLE 4 DEFERRED COMPENSATION...................................4
4.1 Participant Deferrals.....................................4
4.2 Employer Contributions....................................4
4.3 Deferred Compensation Accounts............................4
ARTICLE 5 PAYMENT OF DEFERRED COMPENSATION........................6
5.1 Payment of Deferred Compensation..........................6
5.2 Commencement of Payments..................................7
5.3 Method of Payment.........................................7
5.4 Amount of Payments........................................7
5.5 Form of Payments..........................................7
5.6 Participant Elections.....................................7
5.7 Emergency Payments........................................8
5.8 Tax Payments..............................................8
5.9 Facility of Payment.......................................8
5.10 Restrictions on Payments..................................8
ARTICLE 6 CLAIMS PROCEDURE........................................9
6.1 Decisions on Claims.......................................9
6.2 Review of Denied Claims...................................9
ARTICLE 7 FUNDING.................................................9
ARTICLE 8 AMENDMENT AND TERMINATION..............................10
ARTICLE 9 GENERAL PROVISIONS.....................................10
9.1 Status of Participants...................................10
9.2 No Guaranty of Employment................................10
9.3 Delegation of Authority..................................10
9.4 Legal Actions............................................10
9.5 Applicable Law...........................................10
9.6 Rules of Construction....................................10
9.7 Expenses of Administration...............................11
9.8 Indemnification..........................................11
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ARTICLE 1
BACKGROUND
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Alliant Services Company (the "Company") has heretofore adopted
the Alliant Services Company Key Employee Deferred Compensation
Plan (the "Plan") to allow certain of its key employees to defer
payment of part or all of their current compensation. The Plan
Administrator of the Plan now wishes to revise the Plan in
certain respects and, having reserved to itself the power to
amend the Plan pursuant to Section 8 thereof, it hereby amends
and restates the Plan as follows.
ARTICLE 2
DEFINITIONS
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When the following words or phrases are used herein, they shall
have the meanings set forth below unless otherwise specifically
provided:
2.1 Account. An account which has been established for a Participant
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pursuant to Section 4.3. Each such Account shall include one or more of the
following sub-accounts:
(a) Company Stock Account. The account established to record the Deferred
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Compensation which the Participant has elected to allocate to a Company
Stock Account pursuant to Section 4.3(c).
(b) Interest Account. The account established to record the Deferred
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Compensation which the Participant has elected to allocate to an Interest
Account pursuant to Section 4.3(c).
Separate Accounts (and sub-accounts) shall be maintained for the
portion of a Participant's Deferred Compensation (if any) that is
distributable in a lump sum, and for the portion of a
Participant's Deferred Compensation (if any) that is distributable
in installments. Separate Accounts (and sub-accounts) shall also
be maintained for each portion of a Participant's Deferred
Compensation that is distributable at a different time.
2.2 Affiliate. A business organization that is under common control with
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the Company, as determined under Section 414(c) of the Code.
2.3 Beneficiary. The person or persons (including a trustee or trustees)
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designated as a Participant's Beneficiary in the last written instrument signed
by the Participant for the purposes of this Plan and received by the Plan
Administrator prior to the Participant's death. If no such person has been
designated, the Participant's Beneficiary shall be the person or persons who
constitute the Participant's beneficiary for the purposes of the Savings Plan.
2.4 Code. The Internal Revenue Code of 1986, as from time to time amended.
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2.5 Company. Alliant Services Company, and any successor or successors
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thereto.
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2.6 Company Stock. The Common Stock, $.01 par value, of Alliant Energy
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Corporation, as such stock may be reclassified, converted, or exchanged by
reorganization, merger, or otherwise.
2.7 Compensation. A Participant's base salary and any incentive
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compensation earned by a Participant under a plan adopted by the Participant's
Employer on or after the Plan's original Effective Date.
2.8 Deferred Compensation. The balance from time to time credited to a
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Participant's Accounts.
2.9 Disability. A Participant's eligibility for immediate benefits under
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his or her Employer's long-term disability plan.
2.10 Effective Date. The Plan's original Effective Date was the later of
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January 1, 1998 or the effective date of the Company's incorporation. The
provisions of this amended and restated Plan are effective as of January 1,
2000, and shall apply to Participants who are Eligible Employees on or after
such date.
2.11 Eligible Employee. An employee of an Employer who is a member of a
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select group of management or highly compensated employees within the meaning of
Section 201(2) of ERISA, and who has been designated by the Chief Executive
Officer of the Company as being eligible to participate in the Plan.
2.12 Employer. The Company, and each Affiliate of the Company whose
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employees have been designated as being eligible to participate in the Plan.
2.13 ERISA. The Employee Retirement Income Security Act of 1974, as from
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time to time amended.
2.14 Participant. An Eligible Employee for whom an Account has been
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established pursuant to Section 4.3.
2.15 Plan. The Alliant Services Company Key Employee Deferred Compensation
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Plan, as set forth herein, and as from time to time amended.
2.16 Plan Year. The 12 consecutive month period ending on each December 31.
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2.17 Plan Administrator. The Compensation and Personnel Committee of the
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Board of Directors of Alliant Energy Corporation.
2.18 Retirement. Termination of Employment at or after age 55 or by reason
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of Disability.
2.19 Savings Plan. The Alliant Services Company Retirement Savings 401(k)
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Plan.
2.20 Share Value. The price at which a share of Company Stock is deemed to
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have been purchased for a Participant's Account pursuant to Section 4.3(d). If
shares of Company Stock are actually purchased on any date for the purposes of
the Plan, and if such purchases are made in the open market or in privately
negotiated transactions, the Share Value on such date will be the average
weighted price of all of the shares that are purchased for the Plan on such
date. In all other cases, Share Value will be the average (computed to four
decimal points) of the high and low sales prices of shares of Company Stock as
reported for the applicable date on the New York Stock Exchange Composite
Transaction Tape.
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2.21 Termination of Employment. Severance of a Participant's employment
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relationship with all of the Employers and their Affiliates. A transfer of
employment among Employers or their Affiliates will not constitute a Termination
of Employment.
2.22 Unforeseeable Emergency. A severe financial hardship to a Participant
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resulting from a sudden and unexpected illness or accident of the Participant or
a dependent (as defined in Section 152(a) of the Code) of the Participant, loss
of the Participant's property due to casualty, or a similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the control of
the Participant.
ARTICLE 3
ADMINISTRATION
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3.1 Powers and Duties. Full power and authority to construe, interpret, and
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administer this Plan is vested in the Plan Administrator. In particular, the
Plan Administrator shall make each determination provided for in this Plan and
may adopt such rules, regulations, and procedures, as it deems necessary or
desirable to the efficient administration of the Plan. The Plan Administrator's
determinations need not be uniform, and may be made by it selectively among
persons who may be eligible to participate in the Plan. The Plan Administrator
shall have sole and exclusive discretion in the exercise of its powers and
duties hereunder, and all determinations made by the Plan Administrator shall be
final, conclusive, and binding unless they are found by a court of competent
jurisdiction to have been arbitrary and capricious.
3.2 Delegation. The Plan Administrator may delegate part or all of its
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duties to any person or persons, and may from time to time revoke such authority
and delegate it to another person or persons. Each such delegation to a person
who is not an employee of the Company or an Affiliate will be in writing, and a
copy will be furnished to the person to whom the duty is delegated, who will
file a written acceptance with the Plan Administrator. Any delegate's duty will
terminate upon revocation of such authority by the Plan Administrator, upon
withdrawal of such person's acceptance or, in the case of a delegate who is an
employee of the Company or an Affiliate, upon the termination of such
employment. Any person to whom administrative duties are delegated may, unless
the delegation provides otherwise, similarly delegate part or all of such duties
to another person.
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ARTICLE 4
DEFERRED COMPENSATION
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4.1 Participant Deferrals. An Eligible Employee may elect to defer up to
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100% of his or her Compensation for any Plan Year. An election to defer
Compensation shall be made in writing prior to the first day of the Plan Year to
which it will apply or, if later, within 30 days after the Eligible Employee is
first notified by the Plan Administrator of his or her eligibility to
participate in the Plan, and it shall be subject to the following requirements:
(a) The election may defer a percentage of the Participant's base salary,
and/or a percentage of the Participant's incentive compensation. Amounts
deferred from a Participant's base salary shall reduce the Participant's
base salary in equal installments for each pay period during the Plan Year
(or portion thereof) to which the election applies. Amounts deferred from a
Participant's incentive compensation shall reduce the Participant's
incentive compensation that is earned during the Plan Year on the date such
incentive compensation would otherwise be paid to the Participant.
(b) The election shall be irrevocable, and it shall apply to all
Compensation payable for services performed by the Participant during the
Plan Year to which the election applies following the date on which the
election is received by the Plan Administrator, except that a Participant
may terminate an election to defer Compensation if the Plan Administrator
determines that the termination is necessary as a result of an
Unforeseeable Emergency.
4.2 Employer Contributions. Each Employer shall credit to the Account of
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each Participant who is employed by that Employer an "Employer Contribution" in
an amount equal to 50% of (a) minus (b), where:
(a) is the lesser of:
(i) the sum of the amounts (if any) contributed by the
Participant to the Savings Plan during a Plan Year which were
eligible for matching contributions under the Savings Plan, plus
the amounts deferred by the Participant during the Plan Year
pursuant to Section 4.1; or
(ii) 6% of the Participant's base salary for the Plan Year; and
(b) is the amount of any matching contributions that were made to the
Savings Plan on behalf of the Participant for the Plan Year.
Notwithstanding the foregoing, a Participant shall not receive an
Employer Contribution for any Plan Year unless: (A) the
Participant is employed by an Employer or an Affiliate on the
last day of the Plan Year; or (B) the Participant's employment
terminated during the Plan Year by reason of the Participant's
Retirement or death.
4.3 Deferred Compensation Accounts. The Plan Administrator shall establish
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one or more Accounts in the name of each Participant to record the Deferred
Compensation payable to the Participant. Such Accounts shall be for bookkeeping
purposes only, and shall not be deemed to create a fund or trust for the benefit
of the Participant. Each Participant's Accounts shall be established,
maintained, and periodically adjusted as follows:
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(a) Credits. The Plan Administrator shall credit the following amounts to a
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Participant's Account:
(i) Amounts deferred by a Participant pursuant to Section 4.1
shall be credited to the Participant's Account as of the dates on
which they are applied to reduce the Participant's current
Compensation.
(ii) Amounts contributed on behalf of a Participant by the
Participant's Employer pursuant to Section 4.2 shall be credited
to the Participant's Account as of July 1 of the Plan Year for
which such amounts are contributed.
(b) Charges. The Plan Administrator shall charge to the Participant's
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Account the amount of any payments made to or on behalf of the Participant,
and the amount of any penalties imposed on the Participant pursuant to
Section 5.6(b), as of the dates on which such payments are made or such
penalties are imposed.
(c) Participant Elections. When a Participant elects to defer Compensation
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pursuant to Section 4.1, the Participant may elect to have the deferred
Compensation credited to a Company Stock Account or to an Interest Account,
in such proportions as the Participant shall elect. Each such election
shall be due by the due date for the election under Section 4.1, and it
shall apply to all deferred Compensation and Employer Contributions for the
Plan Year to which the election under Section 4.1 applies; provided, that a
Participant's election for the Plan Year beginning on January 1, 2000 may
also be applied to incentive compensation that was earned in the Plan Year
ending on December 31, 1999 but is payable in the Plan Year beginning on
January 1, 2000. If a Participant fails to make an election for any Plan
Year, the election that was in effect for the previous Plan Year shall
remain in effect for the current Plan Year. If no election was in effect
for the previous Plan Year, the Participant's deferred Compensation and
Employer Contributions will be allocated to the Interest Account. A
Participant's elections pursuant to this paragraph shall be irrevocable.
Deferred Compensation that has been allocated to a Company Stock Account
may not thereafter be transferred to an Interest Account, and Deferred
Compensation that has been allocated to an Interest Account may not
thereafter be transferred to a Company Stock Account.
(d) Company Stock Account. A Participant's Company Stock Account shall be
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maintained and adjusted as follows:
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(i) Deferred Compensation and Employer Contributions that are
allocated to a Participant's Company Stock Account shall be
deemed to have been invested in whole and fractional shares of
Company Stock on a date selected by the Plan Administrator, which
date shall be no later than ten business days following the date
on which the deferred Compensation or Employer Contributions are
credited to the Participant's Account, at a price equal to the
Share Value on such date.
(ii) A Participant's Company Stock Account shall be credited with
the amount of any dividends that would have been paid to the
Participant if the Participant had owned the shares of Company
Stock that are credited to his or her Account when the dividends
are paid. Amounts so credited shall be deemed to have been
invested in additional shares of Company Stock on a date selected
by the Plan Administrator, which date shall be no later than ten
business days following the date on which the dividends are
credited to the Participant's Account, at a price equal to the
Share Value on such date.
(iii) A Participant's Company Stock Account shall be equitably
adjusted to reflect any change in the outstanding Company Stock
by reason of any stock dividend, stock split, recapitalization,
merger, consolidation, combination or exchange of shares, or any
similar corporate change.
(iv) The balance credited to a Participant's Company Stock
Account as of any date shall be the number of whole and
fractional shares of Company Stock that are deemed to be held by
the Participant's Account on such date.
(e) Interest Account. On the last day of each Plan Year, the average of the
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balances credited to the Participant's Interest Account on the last day of
each month during the Plan Year shall be credited with interest at a rate
which is equal to the greater of:
(i) the "Prime Rate" as reported in The Wall Street Journal on
the first business day of the Plan Year; or
(ii) the A-Utility Bond Rate yield (as reported in the Federal
Reserve statistical release H.15) using the average of the rates
reported for the last Friday of each month for the preceding
year;
provided, that in no event shall the rate of interest
credited for any Plan Year be greater than 12% or less than
6%. The balance credited to a Participant's Interest
Account as of any date shall be the accumulated deferred
Compensation, Employer Contributions, and interest that are
credited to such Account as of such date.
ARTICLE 5
PAYMENT OF DEFERRED COMPENSATION
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5.1 Payment of Deferred Compensation. In the event of a Participant's
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Termination of Employment for reasons other than the Participant's death, the
balance credited to the Participant's Accounts shall be paid to the Participant.
In the event of a Participant's death, the balance credited to the Participant's
Accounts shall be paid to the Participant's Beneficiary.
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5.2 Commencement of Payments. Payment of a Participant's Deferred
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Compensation shall commence as follows:
(a) Retirement. In the case of a Participant's Retirement, payment shall
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commence within 60 days after the date of the Participant's Termination of
Employment or within 60 days after the last day of the Plan Year in which
the Participant retires, as elected by the Participant pursuant to Section
5.6. If payment is made in annual installments, each installment after the
first shall be paid within 31 days after the last day of the Plan Year in
which the first installment was paid.
(b) Death. In the case of a Participant' death, payment shall commence
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within 60 days after the date the Participant's Beneficiary has been
identified.
(c) Other Termination of Employment. In the case of a Participant's
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Termination of Employment for reasons other than the Participant's death or
Retirement, payment shall commence within 60 days after the date of the
Participant's Termination of Employment.
5.3 Method of Payment. Payments due by reason of a Participant's death or
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Retirement shall be made in a lump sum or in up to ten annual installments, as
elected by the Participant pursuant to Section 5.6. Payments due by reason of a
Participant's Termination of Employment for reasons other than a Participant's
death or Retirement shall be made in a lump sum.
5.4 Amount of Payments. The amount of a lump sum payment shall be equal to
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the balance credited to the Participant's Accounts as of a date selected by the
Plan Administrator, which date shall not be more than 30 days prior to the date
the lump sum is paid. The amount of an installment payment shall be equal to the
balance credited to the Participant's Accounts as of a date selected by the Plan
Administrator (which shall not be more than 30 days prior to the date the
installment is paid), divided by the number of installments (including the
current installment) remaining to be paid.
5.5 Form of Payments. Payments that are due from a Participant's Company
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Stock Account shall be made in whole shares of Company Stock, plus cash in an
amount equal to the Share Value of any fractional shares. Payments that are due
from a Participant's Interest Account shall be made in cash.
5.6 Participant Elections.
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(a) When a Participant elects to defer Compensation pursuant to Section
4.1, the Participant may also make an election as to the time at which
payment of such Deferred Compensation will commence following the
Participant's Retirement, and the method (lump sum or installments) in
which such Deferred Compensation will be paid following the Participant's
death or Retirement. Each such election shall be due by the due date for
the election under Section 4.1, and it shall apply to all Deferred
Compensation that is attributable to the Plan Year to which the election
under Section 4.1 applies. If a Participant fails to make an election for
any Plan Year, the election that was in effect for the previous Plan Year
shall remain in effect for the current Plan Year. If no election was in
effect for the previous Plan Year, Deferred Compensation that is
attributable to the current Plan Year will be distributed in a lump sum
within 60 days after the date of the Participant's Termination of
Employment.
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(b) A Participant may change an election as to the time and/or method of
payment of the Deferred Compensation credited to any of the Participant's
Accounts at any time by giving prior written notice to the Plan
Administrator. Any change in a Participant's elections shall result in a
penalty in the amount of 10% of the Deferred Compensation credited to the
affected Accounts as of the date on which notice of the change is received
by the Plan Administrator, which amount shall be forfeited to the
Participant's Employer.
5.7 Emergency Payments. In the event of an Unforeseeable Emergency, the
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Plan Administrator may direct a Participant's Employer to pay any part or all of
a Participant's Deferred Compensation to the Participant prior to the time
provided in Section 5.2, to the extent necessary to prevent severe financial
hardship. Such action shall be taken only if the Participant submits a written
application describing the circumstances which are deemed to justify the payment
and the amount necessary to prevent severe financial hardship, together with
such supporting evidence as the Plan Administrator may reasonably require.
Payments shall not be made under this section to the extent the Participant's
hardship is or may be relieved:
(a) through reimbursement or compensation by insurance or otherwise;
(b) by liquidation of the Participant's assets, to the extent this would
not in itself cause severe financial hardship; or
(c) by the termination of the Participant's election to defer Compensation.
5.8 Tax Payments. If there is a final determination that a Participant or
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Beneficiary should be taxed on part or all of the Participant's Deferred
Compensation before it is actually paid, the Participant's Employer shall pay to
the Participant or Beneficiary the portion of the Participant's Deferred
Compensation that has been determined to be currently taxable. For the purposes
of this section, a "final determination" means a determination by the Internal
Revenue Service or a court of competent jurisdiction from which no further
appeal may be taken, either because there is no further appeal available or
because the time to take such appeal has expired.
5.9 Facility of Payment. An Employer may make payments due to a legally
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incompetent person in such of the following ways as the Plan Administrator shall
determine:
(a) directly to such person;
(b) to the legal representative of such person; or
(c) to a near relative of such person to be used for the person's benefit.
Any payment made in accordance with the provisions of this
section shall be a complete discharge of the Employer's liability
for the making of such payment.
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5.10 Restrictions on Payments. Notwithstanding anything herein to the
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contrary, the Plan Administrator may postpone the issuance and delivery of
shares of Company Stock to a Participant until the requirements of any
securities exchange or system on which shares of Company Stock have been listed
have been complied with, until any required registration or other qualification
of such shares under applicable provisions of any State or Federal securities
laws, rules or regulations has been completed, or until the requirements of any
exemption from registration or other qualification have been satisfied. The Plan
Administrator may restrict the transferability of any shares of Company Stock
that are distributed pursuant to the Plan, legend any certificate evidencing any
such shares, and place a stop transfer order in respect of such shares, to the
extent it reasonably determines that such action is necessary to ensure
compliance with any applicable securities or exchange law, regulation, or other
requirement.
ARTICLE 6
CLAIMS PROCEDURE
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6.1 Decisions on Claims. If a claim for benefits is denied, the Plan
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Administrator shall furnish to the claimant within 90 days after its receipt of
the claim (or within 180 days after such receipt if special circumstances
require an extension of time) a written notice which:
(a) specifies the reasons for the denial;
(b) refers to the pertinent provisions of the Plan on which the denial is
based;
(c) describes any additional material or information necessary for the
perfection of the claim and explains why such material or information is
necessary; and
(d) explains the claim review procedures.
6.2 Review of Denied Claims. Upon the written request of the claimant
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submitted within 60 days after his or her receipt of such written notice, the
Plan Administrator shall afford the claimant a full and fair review of the
decision denying the claim and, if so requested, permit the claimant to review
any documents which are pertinent to the claim, permit the claimant to submit
issues and comments in writing, and afford the claimant an opportunity to meet
with appropriate representatives of the Plan Administrator as a part of the
review procedure. Within 60 days after its receipt of a request for review (or
within 120 days after such receipt if special circumstances, such as the need to
hold a hearing, require an extension of time) the Plan Administrator shall
notify the claimant in writing of its decision and the reasons for its decision
and shall refer the claimant to the provisions of the Plan which form the basis
for its decision.
ARTICLE 7
FUNDING
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This Plan is intended to be "unfunded" for the purposes of the
Code and Title I of ERISA; however, nothing herein shall prevent
an Employer, in its sole discretion, from establishing a trust of
the type commonly known as a "rabbi trust" to assist it in
meeting its obligations under the Plan.
<PAGE>
ARTICLE 8
AMENDMENT AND TERMINATION
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The Plan Administrator may amend or terminate this Plan at any
time and for any reason; provided, that no amendment or
termination of the Plan shall alter a Participant's right to
receive payment of amounts previously credited to the
Participant's Account.
ARTICLE 9
GENERAL PROVISIONS
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9.1 Status of Participants. Each Participant and Beneficiary shall be a
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general unsecured creditor of his or her Employer with respect to amounts
payable hereunder, this Plan constituting a mere promise by the Employers to
make benefit payments in the future. A Participant's or Beneficiary's right to
receive payments under the Plan are not subject in any manner to anticipation,
alienation, sale, assignment, pledge, encumbrance, attachment, or garnishment by
the creditors of the Participant or the Participant's Beneficiaries.
9.2 No Guaranty of Employment. The establishment of this Plan shall not
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give a Participant any legal or equitable right to be continued in the employ of
an Employer, nor shall it interfere with an Employer's right to terminate the
employment of any of its employees, with or without cause.
9.3 Delegation of Authority. Whenever, under the terms of this Plan, an
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Employer is permitted or required to do or perform any act, it shall be done or
performed by the Board of Directors of the Employer, by any duly authorized
committee thereof, or by any officer of the Employer duly authorized by the
articles of incorporation, bylaws, or Board of Directors of the Employer.
9.4 Legal Actions. No Participant, Beneficiary, or other person having or
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claiming to have an interest in this Plan shall be a necessary party to any
action or proceeding involving the Plan, and no such person shall be entitled to
any notice or process, except to the extent required by applicable law. Any
final judgment which is not appealed or appealable that may be entered in any
such action or proceeding shall be binding and conclusive on all persons having
or claiming to have any interest in this Plan.
9.5 Applicable Law. This Plan shall be construed and interpreted in
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accordance with the laws of the State of Wisconsin, except to the extent the
same are preempted by ERISA or other federal law.
9.6 Rules of Construction. Wherever any words are used herein in the
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masculine gender, they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply. Headings of
sections and subsections of this Plan are inserted for convenience of reference,
are not a part of this Plan, and are not to be considered in the construction
hereof. The words "hereof," "herein," "hereunder," and other similar compounds
of the word "here" shall mean and refer to the entire Plan, and not to any
particular provision or section.
<PAGE>
9.7 Expenses of Administration. All expenses and costs incurred in
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connection with the administration or operation of the Plan shall be paid by the
Employers and/or any trust of the type described in Article 7.
9.8 Indemnification. Each Employer shall, to the extent permitted by its
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articles of incorporation and bylaws, and by the laws of the state in which it
is incorporated, indemnify any employee or director of an Employer or an
Affiliate providing services to the Plan against any and all liabilities arising
by reason of any act or omission, made in good faith pursuant to the provisions
of the Plan, including expenses reasonably incurred in the defense of any claim
relating thereto.
To record the adoption of the Plan as set forth above, the
undersigned has executed this document this ___ day of
________________, _________, for and on behalf of the Company.
ALLIANT SERVICES COMPANY
By
___________________________________________
As its
___________________________________________
ATTEST:
_______________________________
As its ________________________
