ALLIANT ENERGY
DEFERRED COMPENSATION PLAN 



(As Amended and
Restated Effective January 1, 2008) 












Table of Contents 





			Page

	  	  	 
	ARTICLE I BACKGROUND	  1
	
ARTICLE 2 DEFINITIONS	  1
	      2.1	Account	  1
	      2.2	Affiliate	  1
	      2.3	Beneficiary	  1
	      2.4	Code	  1
	       2.5	Company	  1
	      2.6	Company Stock	  2
	      2.7	Compensation	  2
	      2.8	Deferred Compensation Balance	  2
	      2.9	Deferrals	  2
	      2.10	Eligible Employee/Director	  2
	      2.11	Employer	  2
	      2.12	Employer Contributions	  2
	      2.13	ERISA	  2
	      2.14	Investment Account	  2
	      2.15	Participant	  2
	      2.16	Plan	  2
	      2.17	Plan Year	  2
	      2.18	Plan Administrator	  2
	      2.19	Prior Plans	  3
	      2.20	Retirement	  3
	      2.21	Savings Plan	  3
	      2.22	Separation from Service	  3
	      2.23	Share Value	  4
	      2.24	Unforeseeable Emergency	  4
	
ARTICLE 3 ADMINISTRATION	  4
	      3.1	Powers and Duties	  4
	      3.2	Delegation	  5
	
ARTICLE 4 DEFERRED COMPENSATION	5
	      4.1	Participant Deferrals	  5
	      4.2	Employer Contributions	  6
	      4.3	Deferred Compensation Accounts	  6
	
ARTICLE 5 PAYMENT OF DEFERRED COMPENSATION	  9
	      5.1	Payment of Deferred Compensation Balance	  9
	      5.2	Commencement of Payments	  9
	      5.3	Method of Payment	  9
	      5.4	Amount of Payments	  9
	      5.5	Form of Payments	  10






-i- 








	  	  	 
	      5.6	Participant Elections	10
	      5.7	Distribution in the Event of an Unforeseeable Emergency	11
	      5.8	Facility of Payment	11
	      5.9	Pre-December 31, 2007 Distribution Election	11
	
ARTICLE 6 CLAIMS PROCEDURE	11
	      6.1	Decisions on Claims	11
	      6.2	Review of Denied Claims	12
	
ARTICLE 7 FUNDING	12
	
ARTICLE 8 AMENDMENT AND TERMINATION	12
	
ARTICLE 9 GENERAL PROVISIONS	12
	      9.1	Status of Participants	12
	      9.2	No Guaranty of Employment	12
	      9.3	Delegation of Authority	13
	      9.4	Legal Actions	13
	      9.5	Applicable Law	13
	      9.6	Rules of Construction	13
	      9.7	Expenses of Administration	13
	      9.8	Indemnification	13
	      9.9	Additional Provisions under Section 409A and Other Laws	13










-ii- 

















ARTICLE 1  



BACKGROUND 



Alliant Energy Corporate Services,
Inc. and/or related entities in the controlled group of entities of Alliant Energy
Corporation have heretofore maintained various nonqualified deferred compensation plans
for the benefit of key employees and/or non-employee directors, including but not limited
to the Alliant Energy Key Employee Deferred Compensation Plan, the Alliant Energy
Corporation Deferred Compensation Plan for Directors, the Wisconsin Power & Light
Company Deferred Compensation Plan I, and the Wisconsin Power & Light Company Deferred
Compensation Plan II. By actions of (i) the Compensation and Personnel Committee of the
Board of Directors of Alliant Energy Corporation with respect to the Alliant Energy
Employee Deferred Compensation Plan and the Wisconsin Power & Light Deferred
Compensation Plan I and the Wisconsin Power & Light Deferred Compensation Plan II, and
(ii) the Nominating and Governance Committee of the Board of Directors of Alliant Energy
Corporation with respect to the Alliant Energy Corporation Deferred Compensation Plan for
Directors, such plans are merged effective January 1, 2008 into this Alliant Energy
Deferred Compensation Plan as set forth herein 



ARTICLE 2  



DEFINITIONS 



When the following words or phrases
are used herein, they shall have the meanings set forth below unless otherwise
specifically provided: 



        2.1    Account.
An account which has been established for a Participant pursuant to Section 4.3. Each
such account shall include one or more of the following sub-accounts: the Company Stock
Account, the Interest Account and the Equity Account as described in Section 4.3(c).  




        2.2    Affiliate.
A business organization that is under common control with the Company, as determined
under Sections 414(b) and (c) of the Code.  




        2.3    Beneficiary.
The person or persons (including a trustee or trustees) designated as a Participant’s
Beneficiary in the last written instrument signed by the Participant for the purposes of
this Plan and received by the Plan Administrator prior to the Participant’s death.
If no such person has been designated, the Participant’s Beneficiary shall be the
person or persons who constitute the Participant’s beneficiary for the purposes of
the Savings Plan or if no such person, the Participant’s surviving spouse, or if
none, the Participant’s estate. Valid beneficiary designations made for the Prior
Plans shall be considered hereunder.  




        2.4    Code.
 The Internal Revenue Code of 1986, as from time to time amended. 




        2.5    Company.
 Alliant Energy Corporate Services, Inc., and any successor or successors thereto. 




-1- 










        2.6    Company
 Stock.  The Common Stock,  $.01 par value,  of Alliant Energy  Corporation,  as such
stock may be reclassified, converted, or exchanged by reorganization, merger, or
otherwise. 




        2.7    Compensation.
An employee Participant’s base salary and any annual short-term cash incentive
compensation from the Participant’s Employer and a non-employee Participant’s
annual retainer and committee fees as a member of the Board of Directors of an Employer.  




        2.8    Deferred
Compensation Balance.  The balance from time to time credited to a Participant's
Accounts. 




        2.9    Deferrals.
 A Participant’s deferred Compensation and Employer Contributions. 




        2.10    Eligible
Employee/Director.  There are two groups of Eligible Employee/ Directors: 




	 	        (a)              An
employee of an Employer who is a member of a select group of management or
          highly compensated employees within the meaning of Section 201(2) of ERISA, who
          has the title of “director” or higher, and who has been designated by
          the Chief Executive Officer of the Company as being eligible to participate in
          the Plan; and  







	 	        (b)              A
non-employee member of the Board of Directors of Alliant Energy Corporation.  







        2.11    Employer.
The Company, Alliant Energy Corporation, and each Affiliate of the Company with at least
one employee who is an Eligible Employee/Director.  




        2.12    Employer
Contributions.  The amount specified for a Participant in Section 4.2. 




        2.13    ERISA.
 The Employee Retirement Income Security Act of 1974, as from time to time amended. 




        2.14    Investment
 Account.  The  Company  Stock  Account,  the  Interest  Account,  and/or  the
 Equity  Account described in Section 4.3. 




        2.15    Participant.
 An Eligible  Employee/Director  for whom an Account has been established pursuant to
Section 4.3. 




        2.16    Plan.
 The Alliant  Energy  Deferred  Compensation  Plan,  as set forth  herein,  and as from
time to time amended. 




        2.17    Plan
Year.  The 12 consecutive month period ending on each December 31. 




        2.18    Plan
 Administrator.  The  Compensation  and  Personnel  Committee  of the Board of
 Directors  of Alliant Energy Corporation.  




-2- 










        2.19    Prior
Plans. One or all of the following as in effect prior to January 1, 2008: Alliant
Energy Key Employee Deferred Compensation Plan, the Alliant Energy Corporation Deferred
Compensation Plan for Directors, the Wisconsin Power & Light Company Deferred
Compensation Plan I, and the Wisconsin Power & Light Company Deferred Compensation
Plan II.  




        2.20    Retirement.
For an employee Participant, “Retirement” means a Separation from Service at or
after age 55. For a director Participant, “Retirement” means any Separation
from Service other than by reason of death.  




        2.21    Savings
Plan.  The Alliant Energy Corporation 401(k) Savings Plan. 




        2.22    Separation
from Service.  With respect to the term "Separation from Service": 




	 	        (a)              Separation
from Service means an employee Participant’s termination of           employment or
a director Participant’s termination of membership on the           Board of
Directors of Alliant Energy Corporation or, if the Participant           continues to
provide services following such termination, such later date as is           considered a
separation from service from the Company and its 409A affiliates           within the
meaning of Section 409A of the Code. Specifically, if a Participant           continues
to provide services to the Company or a 409A affiliate in a different           capacity
(i.e., a former employee becomes a director or an independent           contractor or a
former director becomes an employee or an independent           contractor), such shift
in status is not automatically a Separation from           Service, subject to Treas.
Reg. section 1.409A-1(h)(5) among other provisions.  







	 	        (b)              For
purposes of the Plan, an employee Participant’s termination of           employment
shall occur when the Company and the Participant reasonably           anticipate that no
further services will be performed by the Participant for the           Company and its
409A affiliates (whether as an employee, a director or an           independent
contractor) or that the level of bona fide services the Participant           will
perform after such date will permanently decrease to no more than 20% of           the
average level of bona fide services performed by the Participant (whether as           an
employee, director or independent contractor) for the Company and its 409A
          affiliates over the immediately preceding 36-month period (or such lesser
period           of services). Notwithstanding the foregoing, if an employee Participant
takes a           leave of absence for purposes of military leave, sick leave or other
bona fide           leave of absence, the Participant will not be deemed to have incurred
a           termination of employment for the first 6 months of the leave of absence, or
if           longer, for so long as the Participant’s right to reemployment is
provided           either by statute or by contract; provided that if the leave of
absence is due           to a medically determinable physical or mental impairment that
can be expected           to result in death or last for a continuous period of not less
than 6 months,           where such impairment causes the Participant to be unable to
perform the duties           of his or her position of employment or any substantially
similar position of           employment, the leave may be extended for up to 29 months
without causing a           termination of employment.  








-3- 









	 	        (c)              For
purposes of the Plan, a director Participant’s termination of           membership
shall occur on the date the Participant ceases to be member of the           Board of
Directors if such date constitutes a good-faith and complete           termination of the
relationship. There is not a termination if the Company           anticipates a renewal
of the Board membership or the director Participant           becoming an employee or an
independent contractor of the Company or a 409A           affiliate.  







	 	        (d)              For
purposes of the Plan, the term “409A affiliate” means each entity
          that is required to be included in the Company’s controlled group of
          corporations within the meaning of Section 414(b) of the Code, or that is under
          common control with the Company within the meaning of Section 414(c) of the
          Code, provided, however, that the phrase “at least 50 percent” shall
          be used in place of the phrase “at least 80 percent” each place it
          appears therein or in the regulations thereunder.  







        2.23    Share
Value. With respect to Company Stock, Share Value means the price at which a share of
Company Stock is deemed to have been purchased for a Participant’s Account pursuant
to Section 4.3(d). If shares of Company Stock are actually purchased on any date for the
purposes of the Plan, such purchases are made in the open market. The Share Value on such
date will be the price of the shares that are purchased for the Plan on such date. In all
other cases, Share Value will be the closing price of shares of Company Stock as reported
for the applicable date on the New York Stock Exchange. With respect to the Equity
Account, Share Value means the price at which a share of the applicable S&P 500 index
fund is deemed to have been purchased for a Participant’s Account pursuant to
Section 4.3(f). Such price shall be the price that would have been paid or received if
such shares had been purchased or sold on the applicable date.  




        2.24    Unforeseeable
Emergency. An Unforeseeable Emergency is a severe financial hardship of the
Participant resulting from any of the following, as determined by the Plan Administrator
based on all of the relevant facts and circumstances:  




	 	        (a)              an
illness or accident of the Participant, his or her Beneficiary, spouse or
          dependent (as defined in Section 152 of the Code without regard to Sections
          152(b)(1), (b)(2) and (d)(1)(B) thereof);  







	 	        (b)              a
loss of the Participant’s property due to casualty (including the need to
          rebuild a home following damage to a home not otherwise covered by insurance);
          or  







	 	        (c)              other
similar extraordinary and unforeseeable circumstances arising as a result           of
events beyond the control of the Participant.  







ARTICLE 3  



ADMINISTRATION 



        3.1    Powers
and Duties. Full power and authority to construe, interpret, and administer this Plan
is vested in the Plan Administrator. In particular, the Plan Administrator shall make
each determination provided for in this Plan and may adopt such rules, regulations, and
procedures, as it deems necessary or desirable to the efficient administration of the
Plan. The Plan Administrator’s determinations need not be uniform, and may be made
by it selectively among persons who may be eligible to participate in the Plan. The Plan
Administrator shall have sole and exclusive discretion in the exercise of its powers and
duties hereunder, and all determinations made by the Plan Administrator shall be final,
conclusive, and binding unless they are found by a court of competent jurisdiction to
have been arbitrary and capricious.  




-4- 










        3.2    Delegation.
The Plan Administrator may delegate part or all of its duties to any person or persons,
and may from time to time revoke such authority and delegate it to another person or
persons. Each such delegation to a person who is not an employee of the Company or an
Affiliate will be in writing, and a copy will be furnished to the person to whom the duty
is delegated, who will file a written acceptance with the Plan Administrator. Any delegate’s
duty will terminate upon revocation of such authority by the Plan Administrator, upon
withdrawal of such person’s acceptance or, in the case of a delegate who is an
employee of the Company or an Affiliate, upon the termination of such employment. Any
person to whom administrative duties are delegated may, unless the delegation provides
otherwise, similarly delegate part or all of such duties to another person.  




ARTICLE 4  



DEFERRED COMPENSATION 



        4.1    Participant
Deferrals. An Eligible Employee/Director may elect to defer up to 100% of his or her
Compensation for any Plan Year. An election to defer Compensation shall be made prior to
the first day of the Plan Year to which it will apply and it shall be subject to the
following requirements:  




	 	        (a)              For
a Participant who is an employee of an Employer, the election may defer a
          percentage of the Participant’s base salary, and/or a percentage of the
          Participant’s annual short-term cash incentive compensation. Amounts
          deferred from a Participant’s base salary shall reduce the
          Participant’s base salary in equal installments for each pay period during
          the Plan Year (or portion thereof) to which the election applies. Amounts
          deferred from a Participant’s annual short-term cash incentive
compensation           shall reduce the Participant’s incentive compensation that is
earned (not           paid) during the Plan Year on the date such annual short-term cash
incentive           compensation would otherwise be paid to the Participant. In addition,
a           Participant may elect that the Participant’s aggregate deferrals of base
          salary and annual short-term cash incentive compensation shall be at least
          sufficient so that the non-deferred salary and annual short-term cash incentive
          compensation for the Plan Year does not exceed $1,000,000. For a Participant
who           is a non-employee member of the Board of Directors of Alliant Energy
          Corporation, the election may defer a percentage of the Participant’s
          retainer and committee fees.  







	 	        (b)              The
election shall be irrevocable with respect to all Compensation payable for
          services performed by the Participant during the Plan Year for which the
          election is made, except that (i) a Participant may terminate an election to
          defer Compensation if the Plan Administrator determines that the termination is
          necessary as a result of an Unforeseeable Emergency and (ii) an election to
          defer Compensation shall be terminated and no future deferrals shall be
          permitted for the minimum required 6-month period if the Participant receives a
          hardship distribution under the Savings Plan. Deferrals may be resumed only for
          a calendar year beginning after the year in which the minimum suspension period
          ends.  








-5- 









        4.2    Employer
Contributions. By January 31, 2008 each Employer shall credit to the Account of each
Participant who is employed by that Employer an Employer Contribution in an amount equal
to 50% of (a), minus (b), where:  




	 	        (a)              is
the lesser of:  







	 	        (i)              the
sum of the amounts (if any) contributed by the Participant to the Savings           Plan
during 2007 which were eligible for matching contributions under the           Savings
Plan, plus the amounts deferred by the Participant during 2007 pursuant           to
Section 4.1; or  







	 	        (ii)              6%
of the Participant’s base salary for 2007; and  







	 	        (b)              is
the amount of any matching contributions that were made to the Savings Plan           on
behalf of the Participant for 2007.  







For Compensation in Plan Years 2008
and thereafter, each Employer shall credit to the Account of each Participant who is
employed by that Employer an Employer Contribution in an amount equal to 50% of (c), minus
(d), where: 



	 	        (c)              equals
the lesser of (i) 8% of base salary for the Plan Year (except that for           the
Employer Contribution to be made in early 2009 based on 2008 Compensation,           for
a Participant covered by Schedule E of the Savings Plan, such amount shall           be
the sum of 6% of base salary for the period January 1 through July 31, 2008
          plus 8% of base salary for August 1 through December 31, 2008), or (ii) the sum
          of the Participant’s Deferred Cash Contributions to the Savings Plan for
          the Plan Year plus the amount of base salary that the Participant defers under
          the Plan for the Plan Year; and  







	 	        (d)              equals
the amount of Company Matching Contributions under 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 (i) the
Participant makes the maximum permitted deferrals to the Savings Plan for such Plan Year,
(ii) the Participant defers some base salary for the Plan Year pursuant to Section 4.1
(although in 2007 any Compensation is sufficient for the January 2008 match), and (iii)
(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. A Participant who is a non-employee member
of the Board of Directors of Alliant Energy Corporation is not eligible for an Employer
Contribution. 



        4.3    Deferred
Compensation Accounts. The Plan Administrator shall establish one or more Accounts in
the name of each Participant to record the Deferred Compensation Balance 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:  




-6- 










	 	        (a)    Credits.
The Plan Administrator shall credit the following amounts to a                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
Compensation.  







	 	        (ii)                   Employer
Contributions shall be credited to the Participant’s Account no                later
than the end of the first quarter following the end of the applicable Plan
               Year; provided, however, that the Employer Contribution in January 2008
based on                2007 Compensation shall be adjusted to reflect the value as if
the match had                been credited as of July 1, 2007 and invested in the
applicable Investment                Account as elected by the Participant for 2007
Deferrals and as such Investment                Account existed in 2007.  







	 	        (b)    Charges.
The Plan Administrator shall charge to the Participant’s                Account the
amount of any payments made to or on behalf of the Participant as of                the
dates on which such payments are made.  







	 	        (c)    Participant
Elections. When a Participant elects to defer Compensation                pursuant to
Section 4.1, the Participant must elect to have the deferred                Compensation
credited to one or more Investment Accounts 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 of the
               Participant’s Deferrals for the Plan Year to which the election under
               Section 4.1 applies. A Participant’s elections pursuant to this
paragraph                shall be irrevocable; Deferrals that have been allocated to an
Investment                Account may not thereafter be transferred to another Investment
Account.                Notwithstanding the foregoing, a one-time reallocation among the
Investment                Accounts was permitted in 2007 effective on or about January
31, 2008; any                Employer Contributions credited in January 2008 based on
2007 Compensation and                any deferral of annual short-term cash incentive
compensation paid in 2008 for                the 2007 Plan Year shall be subject to such
reallocation election.  







	 	        (d)    Company
Stock Account. A Participant’s Company Stock Account shall                be
maintained and adjusted as follows:  







	 	        (i)                   Except
as provided in (v) below, Deferrals 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 as soon as administratively                feasible
following the date on which the Deferrals are credited to the                Participant’s
Account, at a price equal to the Share Value on such                investment 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. Except as provided in (v)
below, amounts so                credited shall be deemed to have been invested in
additional shares of Company                Stock as soon as administratively feasible
following the date on which the                dividends are credited to the Participant’s
Account, at a price equal to                the Share Value on such investment date.  








-7- 









	 	        (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)                   Except
as provided in (v) below, 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.  







	 	        (v)                   Notwithstanding
the foregoing provisions, for administrative convenience the                Plan
Administrator may deem a portion of a Participant’s Company Stock
               Account to be held in uninvested cash in lieu of part or all of the
fractional                share of Company Stock that would otherwise be applicable
hereunder.  







	 	        (e)    Interest
Account. As of the end of each business day, the average of the
               balances credited to the Participant’s Interest Account (with each
such                business day’s balance being reduced prior to the calculation of
such                average to reflect any distribution during such period) shall be
credited with a                daily interest factor based on a quarterly rate. The
applicable annual interest                rate used to determine the quarterly rate shall
be the 10-year Treasury Bond                rate plus 1.50% as established by the Federal
Reserve. The balance credited to a                Participant’s Interest Account as
of any date shall be the accumulated                Deferrals and interest that are
credited to such Account as of such date.  







	 	        (f)    Equity
Account. A Participant’s Equity Account shall be maintained                and
adjusted as follows:  







	 	        (i)                   Except
as provided in (v) below, Deferrals that are allocated to a                Participant’s
Equity Account shall be deemed to have been invested in whole                and
fractional shares of an S&P 500 index fund selected from time to time by
               the Plan Administrator, as of the date on which the Deferrals are credited
to                the Participant’s Account, at a price equal to the Share Value on
such                date.  







	 	        (ii)                   A
Participant’s Equity Account shall be credited with the amount of any
               distributions that would have been paid to the Participant if the
Participant                had owned the shares of the applicable S&P 500 index fund
that are credited                to his or her Account when such distributions are paid.
Except as provided in                (v) below, amounts so credited shall be deemed to
have been invested in                additional shares of the applicable S&P 500
index fund on the date on which                such distributions are credited to the
Participant’s Account, at a price                equal to the Share Value on such
date.  








-8- 









	 	        (iii)                   A
Participant’s Equity Account shall be equitably adjusted to reflect any
               change in the outstanding shares of the applicable S&P 500 index fund
by                reason of any stock dividend, stock split, recapitalization, merger,
               consolidation, combination or exchange of shares, or any similar corporate
               change.  







	 	        (iv)                   Except
as provided in (v) below, the balance credited to a Participant’s
               Equity Account as of any date shall be the number of whole and fractional
shares                of the applicable S&P 500 index fund that are deemed to be held
by the                Participant’s Account on such date.  







	 	        (v)                   Notwithstanding
the foregoing provisions, for administrative convenience the                Plan
Administrator may deem a portion of a Participant’s Equity Account to
               be held in uninvested cash in lieu of part or all of the fractional share
that                would otherwise be applicable hereunder.  







ARTICLE 5  



PAYMENT OF DEFERRED
COMPENSATION 



        5.1    Payment
of Deferred Compensation Balance. In the event of a payment for a reason other than
the Participant’s death, the applicable benefit shall be paid to the Participant. In
the event of a Participant’s death, the applicable benefit shall be paid to the
Participant’s Beneficiary.  




        5.2    Commencement
 of Payments.  Except as  otherwise  provided  herein,  payment of a  Participant's
 Deferred Compensation Balance shall commence as follows: 




	 	        (a)    Death.
In the case of a Participant’ death prior to the commencement           of
installment payments, payment shall commence within 60 days after the date of
          the Participant’s death.  







	 	        (b)    Other
Separation from Service. In the case of a Participant’s           Separation
from Service for reasons other than the Participant’s death,           payment shall
commence 6 months after the date of the Participant’s           Separation from
Service. The only exception shall be in the event of the           Participant’s
death after the Separation from Service, in which event           payment shall commence
as of the earlier of Sections 5.2(a) or (b).  







        5.3    Method
of Payment. Payments due by reason of a Participant’s death or 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 Separation from
Service for reasons other than a Participant’s death or Retirement shall be made in
a lump sum; this is applicable even if the Participant dies after the Separation from
Service but prior to the lump sum payment date.  




        5.4    Amount
of Payments. The amount of a lump sum payment shall be equal to the Participant’s
Deferred Compensation Balance as of the date of the payment. The amount of an installment
payment shall be equal to the Participant’s Deferred Compensation Balance as of the
date of the payment, divided by the number of installments (including the current
installment) remaining to be paid. The first annual installment will be paid on the date
as of which payment of the Participant’s Deferred Compensation Balance is scheduled
to commence. Each annual installment after the first shall be paid in the January after
the calendar year in which the previous installment was paid.  




-9- 










        5.5    Form
of Payments. Payments that are due from a Participant’s Company 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 and Equity Account shall be made in cash.  




        5.6    Participant
Elections.  




	 	        (a)                   When
an Eligible Employee/Director first becomes a Participant and makes the
               initial election to defer Compensation pursuant to Section 4.1, the
Participant                shall also make an election as to the method (lump sum or
installments) in which                the Accounts will be paid following the Participant’s
Separation from                Service by reason of death or Retirement. Subject to the
right of the                Participant to change such election as to the form of payment
pursuant to                Sections 5.6(b) and (c), such original election shall apply as
applicable to the                Participant’s Accounts unless there is a valid
change in such election                pursuant to the following sentence. A Participant
may complete one or more new                election in future years, but such new
election shall only apply to Deferrals                and earnings thereon for Plan Years
after the effective date of such election                and shall not apply to the
Participant’s existing Accounts.  







	 	        (b)                   In
November-December 2007, each Participant with an account in the Prior Plans
               which is not already in pay status had the opportunity to make an
irrevocable                election with respect to the manner of payment for their
December 31, 2007                Deferred Compensation Balance and any Employer
Contribution credited to their                Accounts in January 2008 for 2007 in the
event of a Separation from Service by                reason of death or Retirement. In
the event such a Participant not then in pay                status failed to make an
election, the default method shall be a lump sum                payment.  







	 	        (c)                   Notwithstanding
the otherwise irrevocable elections made by Participants                pursuant to
Sections 5.6(a) and/or (b), a Participant may change a prior                election as
follows:  







	 	        (i)                   The
new election must be made at least 12 months prior to the Participant’s
               Separation from Service, otherwise it is invalid.  







	 	        (ii)                   If
(i) is satisfied and payment is to be made on account of Retirement, the time
               of commencement shall be deferred for 5 years from the date that would
otherwise                have applied pursuant to the combination of Section 5.2(b) and
any earlier                election by the Participant pursuant to this Section 5.6(c).
If the                Participant’s death occurs during a 5-year deferral period,
the remaining                portion of any 5-year deferral period shall be waived and
payment commenced                pursuant to Section 5.2(a).  







-10- 










        5.7    Distribution
in the Event of an Unforeseeable Emergency. If requested by a Participant prior to a
Separation from Service and if the Plan Administrator determines that an Unforeseeable
Emergency has occurred, all or part of the Participant’s Deferred Compensation
Balance may be paid out to the Participant in a lump sum. The amount to be distributed
shall only be such amount as is reasonably needed to alleviate the Participant’s
Unforeseeable Emergency, and may include an amount to cover any Federal, state or local
income taxes or penalties reasonably anticipated to result from the distribution, after
taking into account the extent to which the emergency is or may be relieved through
reimbursement or compensation from insurance or otherwise, by liquidation of the
Participant’s assets (to the extent such liquidation would not itself cause a severe
financial hardship and without regard to assets in a qualified employer plan or to assets
that may be available due to an unforeseeable emergency provision in another nonqualified
deferred compensation plan), or by cessation of deferrals under the Plan.  




        5.8    Facility
of Payment. An Employer may make payments due to a legally 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. 



        5.9    Pre-December
31, 2007 Distribution Election. Pursuant to the transition rules available under
Section 409A of the Code, Participants in the Prior Plans were offered the ability prior
to December 31, 2007 to elect a lump sum distribution of the Prior Plan accounts to be
made in November-December 2008, notwithstanding their continued service with the
Employers and the general rules of the Plan. Any such elections were irrevocable and
shall be honored under the Plan. The amount of such distribution shall include the
December 31, 2007 balance, any January 2008 Employer Contributions, any deferral of
annual short-term cash incentive compensation paid in 2008 for the 2007 Plan Year, and
any investment earnings thereon through the date of distribution.  




ARTICLE 6  



CLAIMS PROCEDURE 



        6.1    Decisions
on Claims. If a claim for benefits is denied, the Plan Administrator shall furnish to
the claimant within 60 days after its receipt of the claim 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;  








-11- 









	 	        (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 submitted within 60 days
after his or her receipt of such written notice, but in no event more than 180 days after
the latest date that the payment in dispute should have been paid, 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 



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. 



ARTICLE 8  



AMENDMENT AND
TERMINATION 



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 



        9.1    Status
of Participants. Each Participant and Beneficiary shall be a 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 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.  





-12- 









        9.3    Delegation
of Authority. Whenever, under the terms of this Plan, an 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 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 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 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.  




        9.7    Expenses
of Administration. All expenses and costs incurred in 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 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. 



        9.9    Additional
Provisions under Section 409A and Other Laws. 




	 	        (a)              If
an amount or the value of a benefit under the Plan is required to be included
          in a Participant’s or Beneficiary’s income prior to the date such
          amount is actually distributed or benefit provided as a result of the failure
of           the Plan (or any other arrangement required to be aggregated with the Plan
under           Section 409A of the Code) to comply with Section 409A of the Code, then
the           Participant shall receive a distribution, in a lump sum, within 90 days
after           the date it is finally determined that the Plan fails to meet the
requirements           of Section 409A of the Code; such distribution shall equal the
amount required           to be included in the Participant’s income as a result of
such failure and           shall reduce the amount of payments or benefits otherwise due
hereunder.  








-13- 









	 	        (b)              If
any payment or the provision of any benefit required under the terms of the
          Plan would jeopardize the ability of an Employer to continue as a going
concern,           the Employer shall not be required to make such payment or provide
such benefit;           rather, the payment or benefit shall be delayed until the first
date that making           the payment or benefit does not jeopardize the ability of the
Employer to           continue as a going concern.  







	 	        (c)              If
any payment or benefit due pursuant to the Plan would violate the terms of
          Section 16(b) of the Securities Exchange Act of 1934 or other Federal
securities           laws, or any other applicable law, then the payment or the provision
of the           benefit shall be delayed under the earliest date on which making such
payment or           providing such benefit would not violate such law. In addition, 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 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.  







	 	        (d)              The
Company and the Participants intend the terms of the Plan to be in           compliance
with Section 409A of the Code. The Company does not guarantee the tax           treatment
or tax consequences associated with any payment or benefit, including           but not
limited to consequences related to Section 409A of the Code. To the           maximum
extent permissible, any ambiguous terms of the Plan shall be interpreted           in a
manner which avoids a violation of Section 409A of the Code.  







	 	        (e)              By
electing to contribute to the Plan, each Participant acknowledges that to           avoid
an additional tax on payments that may be payable or benefits that may be
          provided under the Plan and that constitute deferred compensation that is not
          exempt from Section 409A of the Code, the Participant must make a reasonable,
          good faith effort to collect any payment or benefit to which the Participant
          believes the Participant is entitled hereunder no later than 90 days after the
          latest date upon which the payment could have been made or benefit provided
          under the Plan, and if not paid or provided, must take further enforcement
          measures within 180 days after such latest date.  












-14- 










To record the restatement and merger
of the Prior Plans in the form of the Plan as set forth above, the undersigned has
executed this document this 1st day of November, 2007, for and on behalf of the Company. 



		
		ALLIANT ENERGY CORPORATE SERVICES, INC.
	

 	By /s/ William Harvey
	
 	As its Chief Executive Officer
	

ATTEST: /s/ F. J. Buri
	

As its Corporate Secretary















-15-