ALLIANT ENERGY DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2008)

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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

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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

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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.

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        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.

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        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.

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(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.

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        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.

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        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