Exhibit






Exhibit 10.4a


FORM OF ALLIANT ENERGY CORPORATION
PERFORMANCE SHARE AGREEMENT
THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of ____________________, 20_____ (the “Grant Date”) by and between Alliant Energy Corporation, a Wisconsin corporation (the “Company”), and [EMPLOYEE], a key employee of the Company (the “Employee”).  
R E C I T A L S
WHEREAS, the Company has in effect the Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement and capitalized terms used herein which are not otherwise defined shall have the meaning set forth in the Plan; 
WHEREAS, one of the purposes of the Plan is to permit the grant of various equity-based incentive awards, including performance shares (the “Performance Shares”), to individuals selected by the Compensation and Personnel Committee of the Board of Directors of the Company (the “Committee”); 
WHEREAS, the Employee is now employed by the Company or an Affiliate of the Company in a key capacity and has exhibited judgment, initiative and efforts which have contributed materially to the successful performance of the Company and/or its Affiliates; and 
WHEREAS, the Company desires the Employee to remain as an employee of the Company or its Affiliates and wishes to provide the Employee with the opportunity to secure or increase his or her stock ownership in the Company in order to develop even a stronger incentive to put forth maximum effort for the continued success and growth of the Company.  
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:
		
	1.
	Award.  Subject to the terms of this Agreement and the Plan, the Employee is hereby granted [Insert Number] target Performance Shares on the Grant Date.  Performance Shares granted under this Agreement are units that will be reflected in a book account maintained by the Company during the Performance Period set forth below, and that will be settled in cash and/or Shares to the extent provided in this Agreement and the Plan.  




		
	2.
	Performance Period.  The “Performance Period” is the period beginning on ____________________, 20_____ and ending on ____________________, 20_____.  




		
	3.
	Settlement of Awards.  Subject to Section 9 below, the Company shall deliver to the Employee one Share (or cash equal to the Fair Market Value of one Share) for each Performance Share earned by the Employee, as determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement.  The earned Performance Shares payable to the Employee in accordance with the provisions of this Section 3 shall be paid solely in Shares, solely in cash based on the Fair Market Value of the Shares (determined based on the per Share closing price on the first business day next following the last day of the Performance Period, as reported on the New York Stock Exchange), or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional Share.




		
	4.
	Time of Payment.  Except as otherwise provided in this Agreement (including Section 9 below), payment of Performance Shares earned in accordance with the provisions of Section 3 will be delivered as soon as practicable (but in any event within 75 days) following the last day of the Performance Period set forth in Section 2, subject to the Committee certifying in writing as to the satisfaction of the requisite Performance Goal or Goals.




		
	5.
	Retirement, Disability, or Death During Performance Period and Prior to a Change in Control.  If the Employee’s employment with the Company and its Affiliates terminates during the Performance Period and prior to a Change in Control because of the Employee’s Retirement (as defined below), Disability, or death, the Employee shall be entitled 









to the full value of the Award earned, determined at the end of the Performance Period, so long as the termination event occurs after the end of the first year of the Performance Period and only if and to the extent the Performance Goals are met.  If the termination event occurs during the first year of the Performance Period, the Employee will be entitled to a prorated value of the Award, earned in accordance with Exhibit 1, determined at the end of the Performance Period and only if and to the extent the Performance Goals are met, based on a fraction, the numerator of which is the number of months the Employee was employed during the Performance Period and the denominator of which is 12.  


		
	6.
	Involuntary Termination Without Cause During Performance Period and Prior to a Change in Control.  If the Employee’s employment with the Company and its Affiliates terminates during the Performance Period and prior to a Change in Control because of an Involuntary Termination without Cause (as defined below), the Employee shall be entitled to the prorated value of the Award earned, determined at the end of the Performance Period and only if and to the extent the Performance Goals are met, based on a fraction, the numerator of which is the number of months the Employee was employed during the Performance Period and the denominator of which is 36.  




		
	7.
	Other Terminations of Employment During Performance Period.  If the Employee’s employment with the Company and its Affiliates terminates during the Performance Period for any reason and prior to a Change in Control for any reason other than the Employee’s Retirement, Disability, Involuntary Termination without Cause, or death, the Performance Shares granted under this Agreement automatically will terminate and be cancelled on the date of such termination of employment.




		
	8.
	Dividend Equivalents.




		
	(a)
	After the Performance Period has ended (or, if a Change in Control occurs during the Performance Period, the effective date of the Change in Control), dividend equivalents (“Dividend Equivalents”) will be calculated and credited to the account of the Employee with respect to the percentage of Performance Shares that are earned.  Dividend Equivalents will be credited as additional Performance Shares, the number of which will be equal to the number of whole Shares that could be purchased with the amount of the Dividend Equivalents, based on the Fair Market Value of the Shares as of the dividend payment date and the number of earned Performance Shares (as determined in accordance with Section 3 or Section 9(a)(i), as applicable).


		
	(b)
	Any Dividend Equivalents credited to the Employee’s account pursuant to this Section 8 shall not be vested or paid until the dates of vesting or payment of the Performance Shares with respect to which such Dividend Equivalents are credited, and such Dividend Equivalents shall be subject to the same restrictions and other terms and conditions as apply to the Performance Shares with respect to which they were credited.


		
	(c)
	No Dividend Equivalents shall be credited to the Employee with respect to record dates occurring prior to the Grant Date or with respect to record dates occurring on or after the date, if any, on which the Performance Shares are cancelled and terminated.




		
	9.
	Change in Control.  




		
	(a)
	No Termination of Employment Prior to a Change in Control.


		
	(i)
	Notwithstanding anything to the contrary in the Plan, this Agreement, or the Employee’s employment agreement or any other agreement to which the Employee is a party, if a Change in Control occurs during the Performance Period and the Employee’s employment does not terminate before the effectiveness of the Change in Control, then the Employee shall be entitled to the earned Performance Shares (as determined in accordance with this Section 9(a)(i)), which automatically will convert into a contractual right to receive a cash payment (the “Cash Payment Right”) in an amount equal to (i) the number of earned Performance Shares (including any additional Performance Shares determined in accordance with Section 8(a)), multiplied by (ii) the per Share Fair Market Value as of the trading day immediately preceding the effective date of the Change in Control.  For purposes of this Section 9, the “earned Performance Shares” means the number of Performance Shares that would have been earned by the Employee in accordance with Exhibit 1 assuming that the day immediately preceding the effective date of the Change in Control is the last day of the Performance Period.  After such conversion, no interest or Dividend Equivalents will be accrued, credited or paid with respect to the Cash Payment Right.  Any portion of the Performance Shares that is not converted into the Cash Payment Right automatically shall terminate and be cancelled immediately prior to the effectiveness of the Change in Control, without the payment of any consideration therefor.









		
	(ii)
	Notwithstanding anything to the contrary in the Plan, this Agreement, or the Employee’s employment agreement or any other agreement to which the Employee is a party, the Cash Payment Right shall be paid as soon as practicable (but in any event within 75 days) after the last day of the Performance Period set forth in Section 2, provided that the Employee remains continuously employed by the Company or an Affiliate or any successor thereto through the last day of such Performance Period.  Notwithstanding the immediately preceding sentence, in the event that the Employee experiences a termination of employment due to the Employee’s Retirement, Disability, or death or an involuntary termination of employment by action of the Company (or its successor) (other than a termination due to Cause) or due to the Employee’s resignation for Good Reason prior to the last day of the Performance Period set forth in Section 2, the Cash Payment Right will be paid in accordance with the first sentence of this Section 9(a)(ii) as though the Employee remained continuously employed by the Company or an Affiliate or any successor thereto through the last day of the Performance Period.


		
	(b)
	Certain Terminations of Employment Prior to a Change in Control.  Solely for purposes of Sections 5 and 6 of the Agreement, if the Employee’s employment terminates for any of the reasons set forth in such Sections 5 and 6 prior to a Change in Control and a Change in Control occurs during the Performance Period, then the Employee shall be entitled to the earned Performance Shares determined in accordance with Section 9(a)(i) in lieu of any amount set forth in Section 5 or Section 6, as applicable, which Performance Shares automatically shall convert into a contractual right to receive the Cash Payment Right.  After such conversion, no interest or Dividend Equivalents will be accrued, credited or paid with respect to the Cash Payment Right.  For the avoidance of doubt, the Cash Payment Right will be paid at such time provided under Section 4.  


		
	10.
	Definitions.


  
		
	(a)
	“Involuntary Termination without Cause” shall mean that the Employee experiences a termination of employment due to the Employee’s (i) receipt of a written notification that his or her position is being eliminated as a result of a structured job elimination program or (ii) resignation for a Pre-Change in Control Good Reason.  


 
		
	(b)
	“Pre-Change in Control Good Reason” shall mean that an applicable event occurs and the Employee provides notice to the Company of the existence of the event within 90 days of the initial existence of the event, the Company fails to cure the event within 30 days of such notice and the Employee resigns within 30 days following the last day of such 30-day cure period.  The applicable events are any one or more of the following: (i) a material diminution in the Employee’s base compensation and (ii) a material diminution in the Employee’s authority, duties, or responsibilities. 




		
	(c)
	“Retirement” shall mean the Employee’s employment terminates (with the consent of the Company) after he or she 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 more.  




		
	11.
	Nontransferability of Performance Shares.  The Performance Shares shall not be assignable, alienable, saleable or transferable by the Employee other than by will or the laws of descent and distribution prior to settlement of the Awards pursuant to Section 3 (or, if applicable, Section 9); provided, however, that the Employee shall be entitled, in the manner provided in Section 13 hereof, to designate a beneficiary to receive any Shares or cash issuable with respect to the Award upon the death of the Employee.    




		
	12.
	Tax Withholding.  The Company may deduct and withhold from any cash otherwise payable to the Employee such amount as may be required for the purpose of satisfying the Company’s obligation to withhold federal, state or local taxes.  Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Employee pay to the Company upon its demand or otherwise make arrangements satisfactory to the Company for payment of, such amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes.  




The Employee shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such rules and regulations and in such form as the Committee may determine) to have the Company withhold Shares otherwise issuable to the Employee (the “Withholding Election”) having a Fair Market Value on the date income is recognized (the “Tax Date”) pursuant to the settlement of the Award equal to the minimum amount required to be withheld (or such other applicable rate permitted by the Company that avoids adverse treatment for financial accounting purposes).  If the number of Shares withheld to satisfy withholding tax requirements 







shall include a fractional Share, the number of Shares withheld shall be reduced to the next lower whole number and the Employee shall deliver cash in lieu of such fractional Share, or otherwise make arrangements satisfactory to the Company for payment of such amount.  A Withholding Election must be received by the Corporate Secretary of the Company on or prior to the Tax Date.  
		
	13.
	Designation of Beneficiary.  The Employee shall be permitted to designate one or more beneficiaries (each, a “Beneficiary”) on a Company-approved form who shall be entitled to payouts hereunder, to the extent payouts are made, after the death of the Employee.  The terms and conditions of any such designation (including any changes thereto by the Employee) shall be subject to the terms and conditions of such Company-approved beneficiary designation form.  If no such beneficiary designation is in effect at the time of the Employee’s death, or if no designated Beneficiary survives the Employee or if such designation conflicts with law, the Employee’s estate acting through his or her legal representative shall be entitled to receive payouts hereunder, to the extent they are made, after the death of the Employee.  If the Committee is in doubt as to the right of any person to the Performance Shares or any payout thereunder, the Company may refuse to settle such matter, without liability for any interest or dividends on the Performance Shares, until the Committee determines the person entitled to the Performance Shares or any payout thereunder, or the Company may apply to any court of appropriate jurisdiction and such application shall be a complete discharge of the liability of the Company therefor.  




		
	14.
	Transfer Restriction.  Any Shares delivered pursuant to Section 3 hereof shall thereafter be freely transferable by the Employee, provided that the Employee agrees for himself or herself and his or her heirs, legatees and legal representatives, with respect to all Shares acquired pursuant to the terms and conditions of this Agreement (or any Shares issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu thereof or in substitution or exchange therefor), that he or she and his or her heirs, legatees and legal representatives will not sell or otherwise dispose of such shares except pursuant to a registration statement filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), or except in a transaction which is determined by counsel to the Company to be exempt from registration under the Act and any applicable state securities laws; and to execute and deliver to the Company such investment representations and warranties, and to take such other actions, as counsel for the Company determines may be necessary or appropriate for compliance with the Act and any other applicable securities laws.  The Employee agrees that any certificates representing any of the Shares acquired pursuant to the terms and conditions of this Agreement may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws.  




		
	15.
	Status of Employee.  The Employee shall not be deemed for any purposes to be a shareowner of the Company with respect to any of the Performance Shares except to the extent that the Company has delivered Shares pursuant to Section 3 hereof.  Therefore, the Employee will not have the right of shareowners to vote or, subject to Section 8, to receive dividends or distributions of any kind prior to the Company delivering Shares pursuant to Section 3 hereof.  Neither the Plan nor the Performance Shares shall confer upon the Employee any right to continue as an employee of the Company or any of its Affiliates, nor to interfere in any way with the right of the Company to terminate the employment or directorship of the Employee at any time.  




		
	16.
	Powers of the Company Not Affected.  The existence of the Performance Shares shall not affect in any way the right or power of the Company or its shareowners to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the Shares or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.  




		
	17.
	Interpretation by the Committee.  As a condition of the granting of the Performance Shares, the Employee agrees, for himself or herself and for his or her legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.  




		
	18.
	Miscellaneous.


  
		
	(a)
	This Agreement shall be governed and construed in accordance with the internal laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof.  As a condition of the granting of the Performance Shares, the Employee irrevocably consents to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Wisconsin.











		
	(b)
	The Plan and this Agreement set forth the entire understanding between the Company and the Employee with respect to the subject matter hereof and shall supersede in all respects, and the Employee hereby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter, including, but not limited to, any Key Executive Employment and Severance Agreement.  For the avoidance of doubt, the Plan and this Agreement shall control in the event there is any express conflict between the Plan and this Agreement and any prior or other agreement or understanding between the parties.  




		
	(c)
	This Agreement may not be amended or modified except by the written consent of the parties hereto.  Notwithstanding the foregoing, the Committee need not obtain Employee (or other interested party) consent for any such action:  (i) to the extent the action is deemed necessary by the Committee to comply with any applicable law; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment for the Company of any Award; (iii) to the extent the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Employee; or (iv) to the extent unilateral action by the Committee is permitted under Section 14(c) of the Plan.




		
	(d)
	The Award and any Shares or cash issued thereunder shall be subject to potential cancellation, rescission, payback, recoupment or other action in accordance with the terms of any Company clawback policy (the “Clawback Policy”), as then in effect and as it may be amended from time to time, to the extent the Clawback Policy applies to the Award and any Shares or cash issued thereunder (including a Clawback Policy implemented or amendments made thereto after the Grant Date for the Award).  By accepting the Performance Shares, the Employee agrees to execute any additional documents as may be requested by the Company to effect the Company’s application, implementation and adoption of a Clawback Policy with respect to the Award and any Shares or cash issued thereunder.




		
	(e)
	The captions of this Agreement are inserted for convenience of reference only and shall not be taken into account in construing this Agreement.  




* * *
[The signatures to this Agreement are on the next page.]









IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Employee has hereunto affixed his or her hand as of the day and year first above written.  
ALLIANT ENERGY CORPORATION 
(the “Company”) 
By:________________________________________


Its: 


EMPLOYEE:


________________________________________
Employee’s Signature
________________________________________
Employee’s Printed Name









EXHIBIT 1
Performance Share Grant - PERFORMANCE GOALS
		
	1.
	Purpose:  The purpose of this Exhibit 1 is to set forth the Performance Goal or Goals that will be applied to determine the amount of the Award to be earned under the terms of the attached Performance Share Agreement (the “Agreement”).  This Exhibit 1 is incorporated into and forms a part of the Agreement.  


	
		
	[Employee]
	[Year]

	Grant Date
	[Month] [Day], [Year]

	Grant Date Fair Market Value
	$________________

	Performance Shares (Target)
	[Number of Shares]

	Performance Period
	__________, 20__ through __________, 20__






		
	2.
	Performance Goals:  The Award will be based on the Company’s Total Shareholder Return (TSR) performance (which represents stock price appreciation plus dividends reinvested) based on the three-year average relative to an investor-owned utility peer group.  The peer group is defined as companies that comprise the Edison Electric Institute (EEI) Stock Index.  


		
	3.
	Amount of Award:  Actual awards will be based on Company performance as specified above, and can range from 0 to 200 percent of target.  The number of Performance Shares earned by the Employee shall be determined in accordance with the following schedule:  


	
		
	3-yr Total Shareholder Return - Percentile Relative to Peer Group*
	% of Target Value 
Paid Out

	__ Percentile or greater
	__%

	__ Percentile
	__%

	__ Percentile
	__%

	__ Percentile
	__%

	__ Percentile
	__%

	__ Percentile
	__%

	__ Percentile
	__%

	Below __ Percentile
	__%






* Peer Group consists of companies comprising the Edison Electric Institute (EEI) Stock Index. 
** Awards will be prorated for achievement of performance between the performance targets:  If the TSR percentile relative to the Peer Group is between any two data points, the corresponding percentage of Performance Shares earned shall be determined by interpolation between the corresponding data points.