Terms of ALLIANT ENERGY CORPORATION 20__ MANAGEMENT PERFORMANCE PAY PLAN

Alliant Energy Corporation’s (“Company”) compensation philosophy, in alignment with the performance culture, is designed to drive high performance and reward that performance competitively. This is done by developing total compensation programs, to include base salary and performance pay programs, which focus and align employees’ interests with those of our Company, our shareowners, and our customers. The management team of the Company believes short-term performance pay not only serves a key role in employees’ total compensation, but also drives the results and successes of the Company.

The Management Performance Pay (“MPP”) Plan is designed to engage employees and reward performance that is achieved above and beyond expectations by providing direct financial awards in the form of annual cash tied to the achievement of Company financial, strategic, and operational goals, coupled with individual performance goals.

The plan year is the fiscal year from _____ _, 20__ through _____ _, 20__ (“Plan Year”).

To be eligible to participate in the 20__ MPP Plan, an employee must satisfy all of the following criteria:

Retirement Eligible: Employees who are retirement eligible shall mean the employee has reached age 55 and the employee’s age, in whole years, added to the number of whole years of the employee’s continuous employment with the Company total 65 or greater.

Each employee is assigned a performance pay classification and a target performance pay percent. All participants in a particular performance pay classification will have a performance pay target within the stated range. The classifications and target performance pay percentages for executive officers of the Company are determined by the Compensation and Personnel Committee (“CPC”) of the Company’s Board of Directors. The classifications and target performance pay percentages for all other participants in the MPP Plan are determined by the Company’s chief executive officer.

The short-term performance pay pool varies from __ % to __ % of the total performance pay targets. The funding level of the pool is determined by the achievement of corporate results at the end of the Plan Year.

The MPP Plan uses corporate performance measures to calculate performance pay awards. These include:

3.Diversity

4.Safety

5.Customer Satisfaction

6.Availability

7.Reliability

The performance pay pool is funded based on the achievement of two financial metrics and five operational metrics. The consolidated EPS metric funds the pool on a step basis. The consolidated cash flows financial metric provides funding only when consolidated EPS performance exceeds threshold level. Once threshold consolidated EPS level has been exceeded, the consolidated cash flows metric funds the pool on a sliding scale between __% and __% of target. The operational metrics provide funding independent of financial performance and fund on sliding scales from __% to __% of target.

At the end of the Plan Year, individual performance is evaluated and corporate results are compiled and audited. The results achieved by the Company determine whether the performance pay pool will be funded and to what level. The results achieved by the individual factor into the final performance pay award earned if the performance pay pool is funded.

The full range of the performance pay award payout for an individual is __% - __% of their target performance pay percent. This award range is based upon the calculation of the performance pay award factors, including corporate performance measures and the individual performance pay score.

Performance pay awards are calculated based upon the participant’s annualized base salary as of the end of the Plan Year (12/31), adjusted for any applicable proration’s (as described below). Eligible participants will receive earned awards no later than March 15 following the end of the Plan Year. Achievement of the goals that determine the funding of the performance pay pool is subject to approval by the CPC. All awards from the MPP Plan are subject to state and federal taxes and social security withholdings. MPP Plan awards are not 401(k) eligible.

Phased Retirement Calculation: For employees who have changed to a less than full-time status in anticipation of retirement, the award payment is calculated based on the participant’s actual base earnings (excluding overtime) during the Plan Year, rather than their annualized base salary at the end of the Plan Year.

Individual award adjustments may occur under the following circumstances:

Employment/Re-employment: Employees who begin in the MPP Plan after the start of the Plan Year but prior to October 1 will receive a prorated award based on the number of months participating in the MPP Plan during the Plan Year. The award proration will be based on the date of hire/re-hire and does not include any months an employee participated in the MPP Plan prior to hire/re-hire.

Participant Transfer: Employees participate in the plan in which they are eligible for at the end of the Plan Year. The Company does not typically prorate awards between Company-sponsored plans (e.g., bargaining and non-bargaining unit plans, MPP Plans, and Employee Performance Pay Plans). However, if an employee transfer occurs October 1 through December 31 of the Plan Year, the employee may receive an award on a pro rata basis for time worked under each plan during the Plan Year based on executive discretion (for non-executive officer participants) or CPC discretion (for executive officer participants).

Employee Status Change: If an employee’s status changes from regular to long-term disabled during the Plan Year, the participant is considered not eligible for a performance pay award. However, the employee may receive an award on a pro rata basis for time worked during the Plan Year based on executive discretion (for non-executive officer participants) or CPC discretion (for executive officer participants).

Termination of Employment: If an employee’s status is termination, satisfies the eligibility criteria (as described under “Eligibility”) and termed in good standing, the employee will receive a prorated award based on the number of months worked during the Plan Year. The individual performance pay score for eligible terminated employees is calculated at 100%.

If the Company’s financial statements are the subject of a restatement due in whole or in part to gross negligence, intentional misconduct or fraud, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess performance pay awards paid under the MPP Plan during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever occurs first) of the financial document containing the financial information required to be restated to executive officers of the Company for the relevant performance periods. For purposes of this MPP Plan, excess performance pay award means the positive difference, if any, between (i) the award paid to the executive officer and (ii) the award that would have been paid to the executive officer had the award been calculated based on the Company’s financial statements as restated. The Company will not be required to award executive officers an additional performance pay award should the restated financial statements result in a higher performance pay award.

The CPC of the Company’s Board of Directors has the right to amend or terminate the MPP Plan at any time.

Nothing contained in this MPP Plan shall:

No right or interest of any participant in the MPP Plan shall, prior to actual payment or distribution to such participant, be assignable or transferable in whole or in part, either voluntarily or by operations of law or otherwise, or be subject to payment of debts of any participant by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner.

This MPP Plan shall be administered under the Alliant Energy Corporation 2010 Omnibus Incentive Plan. Any compensation paid hereunder to executive officers of the Company is intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m).