Amendment to the Amended and Restated Alliant Energy Excess



 Exhibit 10.4 
 AMENDMENT TO THE 
 AMENDED AND RESTATED ALLIANT ENERGY 

EXCESS RETIREMENT PLAN 
 This Amendment (this “Amendment”) to the Amended and Restated Alliant Energy Excess Retirement Plan, effective as of December 31, 2008 (as amended, amended and restated or otherwise
modified from time to time, the “Plan”), is made by the Compensation and Personnel Committee of the Board of Directors (the “Plan Administrator”) of ALLIANT ENERGY CORPORATION (the “Company”), effective as of
January 1, 2012. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan. 
 WHEREAS, the Plan Administrator has determined that it is in the best interests of the Company and the participants of the Plan that the Plan set forth provisions governing the administration of the Plan
following the occurrence of circumstances that may give rise to a change in control of the Company; and 
 WHEREAS, the Plan
Administrator now desires to amend the Plan as provided below. 
 NOW, THEREFORE, pursuant to Article 8 of the Plan, the Plan
Administrator amends the Plan as follows: 
 Section 1. Amendment: 

1. The following proviso is hereby added to the end of Article 8: 
 “; provided, further, however, that in the event of a Change in Control of the Company (as defined in the Alliant Energy Corporation 2010 Omnibus Incentive Plan, as amended) the Plan may not be
amended or, except as permitted under Section 409A of the Code, terminated prior to the third anniversary of such Change in Control of the Company.” 
 2. The following new Section 3.3 is hereby added to the Plan: 
 “3.3.
Administration Upon a Change in Control. Within 120 days following a Change in Control of the Company, an independent third party may be selected by the Compensation and Personnel Committee of the Board of Directors in existence immediately
prior to the Change in Control of the Company (the “Pre-CIC Committee”) to administer the Plan following the Change in Control of the Company (the “Post-CIC Administrator”). The Pre-CIC Committee shall continue to
administer the Plan until the earlier of (i) the date on which the Post-CIC Administrator 







 
is selected and approved or (ii) the third anniversary of the Change in Control of the Company. If a Post-CIC Administrator is not selected within one-hundred and twenty (120) days of
such Change in Control of the Company, the Pre-CIC Committee shall administer the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall have no power to direct the investment of Plan assets or select any
investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall: (1) pay all reasonable administrative expenses and fees of the Post-CIC Plan Administrator (or Pre-CIC
Committee, as applicable); (2) indemnify the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection
with the performance of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Post-CIC Plan Administrator (or Pre-CIC
Committee, as applicable) or its employees or agents; and (3) supply full and timely information to the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) on all matters relating to the Plan, the Participants and their
Beneficiaries, the Accounts, the date and circumstances of the Retirement, disability, death or termination of employment of the Participants, and such other pertinent information as the Post-CIC Plan Administrator (or Pre-CIC Committee, as
applicable) may reasonably require. Upon and for a period of three years following a Change in Control of the Company, the Post- CIC Plan Administrator may be terminated (and a replacement appointed) only with the approval of the Pre-CIC Committee.
Upon and for a period of three years following a Change in Control of the Company, the Post-CIC Administrator (or the Pre-CIC Committee, as applicable) may not be terminated by the Company in such capacity.” 

Section 2. Effect of Amendment: On and after the effectiveness of this Amendment, each reference in the Plan to
“this Plan,” “hereunder,” “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in
full force and effect in all respects.