Exhibit (10.1) 



ALLIANT ENERGY
CORPORATION 



PERFORMANCE CONTINGENT
RESTRICTED STOCK AGREEMENT  



        THIS
PERFORMANCE CONTINGENT RESTRICTED STOCK AGREEMENT (this “Agreement”) is made
and entered into as of the _____ day of ____________, 2005 (the “Grant Date”),
by and between Alliant Energy Corporation, a Wisconsin corporation (the
“Company”), and [Name of Employee], a key employee of the Company
(“Employee”). 



R E C I T A L S 



        WHEREAS,
the Company has in effect the Alliant Energy Corporation 2002 Equity Incentive Plan (the
“Plan”), which provides for, among other things, the issuance of shares of
common stock, par value $0.01 per share (“Stock”), of the Company to a Key
Employee (as defined in the Plan), at the discretion of the Compensation and Personnel
Committee of the Board of Directors of the Company (the “Committee”); and 



        WHEREAS,
the Committee has authorized the grant of shares of Stock to the Employee, subject to the
restrictions provided herein; and 



        WHEREAS,
the Company and the Employee desire to memorialize this grant of Stock made to the
Employee under the Plan. 



A G R E E M E N T 



        NOW,
THEREFORE, in consideration of the promises and of the covenants and agreements herein
set forth, the parties hereto mutually covenant and agree as follows: 



	1.  	Award
of Restricted Stock. Subject to the terms and conditions of this           Agreement,
the Employee is granted [number of shares] shares of Stock           (the “Restricted
Shares”), subject to adjustment in accordance with           the terms of the Plan. 






	2.  	Restricted
Shares. The Employee hereby accepts the Restricted Shares when           issued and
agrees with respect thereto as follows: 






	 	(a) 	Performance
Period. The “Performance Period” is the period           beginning on
January 1, 2005 and ending on December 31, 2006, December 31, 2007,           or December
31, 2008, as applicable to satisfy the Performance Contingency. 






	 	(b) 	Performance
Contingency. The “Performance Contingency” is           satisfied if for
the second year, for the third year or for the fourth year of           the Performance
Period the dollar amount of the Company’s annual earnings           per share (“EPS”)
is at least 116% of the EPS for the year ending           immediately prior to the
beginning of the Performance Period. 


















	 	(c) 	Forfeiture
Restrictions. Except as otherwise provided herein, the           Employee may not
sell, assign, pledge, exchange, hypothecate or otherwise           transfer, encumber or
dispose of the Restricted Shares other than by           transferring them to the Company
or by will or by the laws of descent and           distribution; provided, however, that
the Employee may designate a beneficiary           or beneficiaries to exercise the
Employee’s rights and to receive the           Restricted Shares upon the Employee’s
death. If the Performance Contingency           is not satisfied by the end of the fourth
year of the Performance Period, then           the Employee shall forfeit and surrender
the Restricted Shares for no           consideration. The foregoing prohibition against
transfer and the obligation to           forfeit and surrender the Restricted Shares if
the Performance Contingency is           not satisfied are herein referred to as the
“Forfeiture Restrictions.”






	 	(d) 	Acceleration
of Forfeiture Restrictions—Certain Terminations of           Employment During
Performance Period. If the Participant’s employment           with the Company
terminates during the Performance Period for any reason other           than the
Participant’s Retirement, Disability, involuntary termination           without
Cause, or death, the Restricted Shares granted under this Agreement will           be
forfeited on the date of such termination of employment; provided, however,
          that in such circumstances, the Committee, in its discretion, may waive such
          automatic forfeiture and determine that the Participant will be entitled to
          receive a pro rata or other portion of the Restricted Shares if the Performance
          Contingency is satisfied. 






	 	(e) 	Lapse
of Forfeiture Restrictions—Certain Special Events During           Performance Period.
If the Performance Contingency is satisfied and if the           Participant’s
employment with the Company terminates during the Performance           Period because of
the Participant’s Retirement, Disability, involuntary           termination without
Cause, or death, the Participant shall be entitled to a           prorated number of the
Restricted Shares based on the ratio of the number of           months the Participant
was employed during the Performance Period to the total           number of months in the
Performance Period. The remaining Restricted Shares           shall be forfeited. 






	 	(f) 	Lapse
of Forfeiture Restrictions—Change in Control. If a Change in           Control
occurs during the Performance Period and at least 180 days after the           date the
Restricted Shares were granted, and the Participant’s termination           does not
occur before the Change in Control date, the Participant shall be           entitled to a
prorated number of the Restricted Shares based on the ratio of the           number of
months the Participant was employed during the Performance Period up           to the
Change in Control to 36 (unless the Performance Period was already into           its
fourth year, in which case the denominator would be 48). For the           Participants
entitled to prorata vesting, the remaining Restricted Shares shall           be
forfeited. 






	 	(g) 	Lapse
of Forfeiture Restrictions—End of Performance Period. Subject           to
paragraphs (d), (e) and (f) of this Section 2, the Forfeiture Restrictions
          shall lapse as to all of the Restricted Shares as of the end of the Performance
          Period if the Performance Contingency has been satisfied. 








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	 	(h) 	Definitions.
The following sets forth definitions of certain terms used           in this Agreement: 






	 	        (i)
Cause. The term “Cause” means the admission by or the
          conviction of the Participant of an act of fraud, embezzlement, theft, or other
          criminal act constituting a felony under U.S. laws involving moral turpitude.
          The Board of Directors of the Company (the “Board”), by a majority
          vote, shall make the determination of whether Cause exists.  







	 	        (ii)
Change in Control. The term “Change in Control” means the
          occurrence of any one of the events set forth in the following paragraphs:  







	 	        (1)
          any Person (other than (A) the Company or any subsidiary of the Company (each a
          “Subsidiary”), (B) a trustee or other fiduciary holding securities
          under any employee benefit plan of the Company or any Subsidiary, (C) an
          underwriter temporarily holding securities pursuant to an offering of such
          securities or (D) a corporation owned, directly or indirectly, by the
          shareowners of the Company in substantially the same proportions as their
          ownership of stock in the Company (“Excluded Persons”)) is or becomes
          the beneficial owner, directly or indirectly, of securities of the Company (not
          including in the securities beneficially owned by such Person any securities
          acquired directly from the Company or its affiliates after [grant date],
          pursuant to express authorization by the Board that refers to this exception)
          representing 20% or more of either the then outstanding shares of Common Stock
          or the combined voting power of the Company’s then outstanding voting
          securities; or  







	 	        (2)
          the following individuals cease for any reason to constitute a majority of the
          number of directors of the Company then serving: (A) individuals who, on
          [grant date], constituted the Board and (B) any new director (other than
          a director whose initial assumption of office is in connection with an actual
or           threatened proxy or consent solicitation for the purpose of opposing a
          solicitation by the Company relating to the election of directors of the
          Company) whose appointment or election by the Board or nomination for election
          by the Company’s shareowners was approved by a vote of at least two-thirds
          (2/3) of the directors then still in office who either were directors on
          [grant date], or whose appointment, election or nomination for election
          was previously so approved (collectively the “Continuing Directors”);
provided, however, that individuals who are appointed to the Board
          pursuant to or in accordance with the terms of an agreement relating to a
          merger, consolidation, or share exchange involving the Company (or any
          Subsidiary) shall not be Continuing Directors for purposes of this Agreement
          until after such individuals are first nominated for election by a vote of at
          least two-thirds (2/3) of the then Continuing Directors and are thereafter
          elected as directors by the shareowners of the Company at a meeting of
          shareowners held following consummation of such merger, consolidation or share
          exchange; and, providedfurther, that in the event the failure of
          any such Persons appointed to the Board to be Continuing Directors results in a
          Change in Control, the subsequent qualification of such Persons as Continuing
          Directors shall not alter the fact that a Change in Control occurred; or  








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	 	        (3)
          the Company after [grant date], consummates a merger, consolidation or
          share exchange with any other corporation or issues voting securities in
          connection with a merger, consolidation or share exchange involving the Company
          (or any Subsidiary), other than (A) a merger, consolidation or share exchange
          which results in the voting securities of the Company outstanding immediately
          prior to such merger, consolidation or share exchange continuing to represent
          (either by remaining outstanding or by being converted into voting securities
of           the surviving entity or any parent thereof) at least 50% of the combined
voting           power of the voting securities of the Company or such surviving entity
or any           parent thereof outstanding immediately after such merger, consolidation
or share           exchange, or (B) a merger, consolidation or share exchange effected to
implement           a recapitalization of the Company (or similar transaction) in which
no Person           (other than an Excluded Person) is or becomes the beneficial owner,
directly or           indirectly, of securities of the Company (not including in the
securities           beneficially owned by such Person any securities acquired directly
from the           Company or its affiliates after [grant date], pursuant to
express           authorization by the Board that refers to this exception) representing
20% or           more of either the then outstanding shares of Common Stock or the
combined           voting power of the Company’s then outstanding voting securities;
or  







	 	        (4)
          the shareowners of the Company approve a plan of complete liquidation or
          dissolution of the Company or the Company effects a sale or disposition of all
          or substantially all of its assets (in one transaction or a series of related
          transactions within any period of 24 consecutive months), other than a sale or
          disposition by the Company of all or substantially all of the Company’s
          assets to an entity at least 75% of the combined voting power of the voting
          securities of which are owned by Persons in substantially the same proportions
          as their ownership of the Company immediately prior to such sale.  







	 	
Notwithstanding
the foregoing, no “Change in Control” shall be deemed to have occurred if there
is consummated any transaction or series of integrated transactions immediately following
which the record holders of the shares of Common Stock immediately prior to such
transaction or series of transactions continue to own, directly or indirectly, in the
same proportions as their ownership in the Company, an entity that owns all or
substantially all of the assets or voting securities of the Company immediately following
such transaction or series of transactions.  








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	 	        (iii)Disability.
“Disability” shall have the meaning provided in the           Alliant Energy
Cash Balance Plan.  







	 	        (iv)Retirement.
“Retirement” of the Participant shall mean the           Participant’s
employment terminates (with the consent of the Company) after           he or she has
reached age 55 with 10 years of service.  







	3. 	Certificate.
A certificate evidencing the Restricted Shares shall be           issued by the Company
in the Employee’s name upon acceptance hereof by the           parties and upon
satisfaction of the conditions of this Agreement. In addition           to any other
legends placed on certificates for shares of Stock as determined by           the
Company, the certificate for the Restricted Shares shall bear the legend set
          forth below. 






	 	
The
sale or other transfer of the shares of Stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain restrictions
as set forth in a Performance Contingent Restricted Stock Agreement, dated as of
____________, 200_, by and between Alliant Energy Corporation and the registered owner
hereof. A copy of such Agreement may be obtained from the Corporate Secretary of Alliant
Energy Corporation. 






	 	
With
respect to any Restricted Shares as to which the Forfeiture Restrictions have lapsed, the
Employee shall be entitled to have issued to him or her a new certificate for such shares,
without the foregoing legend. 






	4.  	Transfer
After Lapse of Restrictions. To the extent the
                    Forfeiture Restrictions have lapsed,the Restricted Shares
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 of
Stock acquired pursuant to the                     terms and conditions of this Agreement
(or any shares of Stock 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                     that has been declared effective by 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 the certificates                     representing any of the shares of Stock
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. 







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	5.  	Voting
Rights, Dividends and Other Distributions. Following the issuance
                    of the Restricted Shares under Section 3 and while the Restricted
Shares are                     subject to the Forfeiture Restrictions of Section 2: 






	 	(a) 	The
Employee shall be entitled to exercise full voting rights with respect to
                    such Restricted Shares. 






	 	(b) 	The
Employee shall be entitled to receive any cash dividends (whether regular or
                    otherwise), stock dividends and other distributions (whether paid in
cash or                     securities) paid or made with respect to the Restricted
Shares, provided,                     however, that any such dividends or distributions
shall be held in the custody                     of the Company and shall be subject to
the same restrictions on transferability                     and forfeitability that
apply to the corresponding Restricted Shares. All                     dividends or
distributions credited to the Employee shall be paid to the                     Employee
within forty-five (45) days following the full vesting of the
                    Restricted Shares with respect to which such dividends or
distributions were                     made. 






	 	
Notwithstanding
the foregoing, no dividends or distributions shall be payable to the Employee with
respect to, and the Employee shall not have the right to vote the Restricted Shares 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 Employee has forfeited the
Restricted Shares.  






	6. 	Beneficiary
Designation. The Employee may from time to time revoke or           change his or her
beneficiary without the consent of any prior beneficiary by           filing a new
designation with the Committee. The last such designation that the           Committee
receives shall be controlling; provided, however, that no designation,           or
change or revocation thereof, shall be effective unless received by the
          Committee prior to the Employee’s death, and in no event shall any
          designation be effective as of a date prior to such receipt. 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, then the Employee’s estate shall be entitled to
receive           the Restricted Shares following the death of the Employee. If the
Committee is           in doubt as to the right of any person to receive the Restricted
Shares, then           the Company may retain the Restricted Shares, without liability
for any interest           thereon, until the Committee determines the person entitled
thereto, or the           Company may deliver the Restricted Shares to any court of
appropriate           jurisdiction, and such delivery shall be a complete discharge of
the liability           of the Company therefor. 






	7. 	Adjustments.
The Committee may adjust the number of shares subject to           this Agreement in
accordance with and pursuant to Section 4(b) of the Plan. 








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	8. 	Withholding
of Tax. To the extent that the receipt of the Restricted           Shares or
dividends or the lapse of any Forfeiture Restrictions results in           income to the
Employee for any federal or state income tax purposes, no later           than the date
as of which such tax withholding is first required, the Employee           shall pay to
the Company, or make arrangements satisfactory to the Company           regarding the
payment of, any federal or state income tax required to be           withheld with
respect to such amount. If the Employee fails to do so, then the           Company is
authorized to withhold from any cash remuneration then or thereafter           payable to
the Employee any tax required to be withheld by reason of such           resulting
compensation income. If the Employee does not make an election under           Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to           the
Restricted Shares, then the Employee shall be allowed to satisfy the tax
          withholding obligations arising with respect to the Restricted Shares with
          shares of Stock (including Restricted Shares upon which the restrictions have
          lapsed but excluding Restricted Securities (as defined in the Plan)) having a
          fair market value equal to the minimum statutory total tax required to be
          withheld. 






	9. 	Powers
of Company Not Affected. The existence of this Agreement or the           Restricted
Shares herein granted shall not affect in any way the right or power           of the
Company or its shareholders 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 ahead of or affecting the Stock or the rights thereof, or dissolution or
          liquidation of the Company, or any sale or transfer of all or any part of its
          assets or business, or any other corporate act or proceeding, whether of a
          similar character or otherwise. 






	10. 	Employment.
The granting of Restricted Shares under this Agreement shall           not be construed
as granting to the Employee any right with respect to continued           employment by
the Company. Any question as to whether and when there has been a           termination
of the Employee’s employment with the Company shall be           determined by the
Committee in its sole discretion. 






	11. 	Interpretation.
As a condition of the granting of the Restricted Shares,           the Employee agrees
for himself or herself and his or her legal heirs, legatees           or representatives,
that any dispute or disagreement that may arise under or as           a result of or
pursuant to this Agreement shall be determined by the Committee           in its sole
discretion, and any interpretation by the Committee of the terms of           this
Agreement or the Plan shall be final, binding and conclusive. 






	12. 	Successors
and Assigns. This Agreement shall be binding upon, and inure           to the benefit
of, the Company its successors and assigns, and upon any person           acquiring,
whether by merger, consolidation, purchase of assets or otherwise,           all or
substantially all of the Company’s assets and business. This           Agreement
shall be binding upon, and inure to the benefit of the Employee, his           or her
legal heirs, legatees and representatives. Except for the designation of           a
beneficiary as provided herein, this Agreement may not be assigned by the
          Employee, and any attempted assignment shall be null and void and of no legal
          effect. 






	13. 	Amendment
or Modification. Except as otherwise provided herein, no term           or provision
of this Agreement may be amended, modified or supplemented orally,           but only by
an instrument in writing signed by the parties. 







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	14. 	Governing
Law. The validity, construction, and effect of the this           Agreement shall be
determined in accordance with the internal laws of the State           of Wisconsin,
without reference to conflict of law principles thereof, and           applicable federal
law. 






	15. 	Headings.
Headings are used in this Agreement solely as a convenience to           facilitate
reference. Such headings shall not be deemed in any way material or           relevant to
the construction or interpretation of this Agreement. 






	16. 	No
Fractional Shares. No fractional shares of Stock or other securities           shall
be issued or delivered pursuant to this Agreement, and the Committee in           its
sole discretion shall determine (except as otherwise provided in the Plan)
          whether cash, other securities, or other property shall be paid or transferred
          in lieu of any fractional shares of Stock or other securities, or whether such
          fractional shares of Stock or other securities or any rights thereto shall be
          canceled, terminated, or otherwise eliminated. 






	17. 	Subject
to Plan. This Agreement is subject in all respects to the terms           and
conditions of the Plan. 







* * * 




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

























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        IN
WITNESS WHEREOF, the Company has caused this instrument 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:
	

 	_______________________________________
[Name of Employee]








        I
understand that I have the right to name one or more primary beneficiaries and one or more
contingent beneficiaries to receive benefits in the event that my primary beneficiaries
die. 



        I
hereby make the following beneficiary designations: 



	Primary Beneficiary:		Contingent Beneficiary:
	
Name:	__________________________________	__________________________________
	
Address:	__________________________________	__________________________________
	
Relationship:	__________________________________	__________________________________






(attach a piece of paper with the
appropriate information for any multiple beneficiaries, including the manner of splitting
the benefit between beneficiaries of the same class; if not provided otherwise, all sums
payable to more than one beneficiary of the same class shall be paid equally to those
beneficiaries living at the time of your death) 








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