SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Loan Agreement

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ALLIANT ENERGY CORPORATION | WACHOVIA BANK, NATIONAL ASSOCIATION | JPMORGAN CHASE BANK, N.A.

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Title: SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
Governing Law: New York Date: 11/13/2006

SECOND AMENDED AND RESTATED
FIVE YEAR
CREDIT AGREEMENT, Parties: alliant energy corporation , wachovia bank national association , jpmorgan chase bank n.a.

Execution Version

Syndicated CUSIP NO. 0188DAA1

$100,000,000

SECOND AMENDED AND RESTATED
FIVE YEAR
CREDIT AGREEMENT

Dated as of November 7, 2006

Among

ALLIANT ENERGY CORPORATION
as Borrower

THE BANKS NAMED HEREIN
as Banks

and

WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent, Swingline Lender and LC Issuing Bank

BARCLAYS BANK PLC
as Syndication Agent

WACHOVIA CAPITAL MARKETS, LLC
and
BARCLAYS CAPITAL
Joint Lead Arrangers and Joint Bookrunners

ABN AMRO BANK N.V.,
JPMORGAN CHASE BANK, N.A.
and
WELLS FARGO BANK, N.A.
as Documentation Agents

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1	Certain Defined Terms	2
Section 1.2	Computation of Time Periods	18
Section 1.3	Computations of Outstandings	18
Section 1.4	Accounting Terms	18

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1	The Advances	19
Section 2.2	Making the Advances	20
Section 2.3	Funding Reliance	22
Section 2.4	Letters of Credit	23
Section 2.5	Fees	27
Section 2.6	Changes in the Commitments	27
Section 2.7	Repayment of Advances	29
Section 2.8	Interest on Advances	29
Section 2.9	Additional Interest on Eurodollar Rate Advances	30
Section 2.10	Interest Rate Determination	31
Section 2.11	Voluntary Conversion of Advances	32
Section 2.12	Optional Prepayments of Advances	32
Section 2.13	Increased Costs	33
Section 2.14	Illegality	34
Section 2.15	Payments and Computations	34
Section 2.16	Noteless Agreement; Evidence of Indebtedness	35
Section 2.17	Taxes	36
Section 2.18	Sharing of Payments, Etc.	37
Section 2.19	Extension of Termination Date	38
Section 2.20	Replacement of Lenders	39

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1	Conditions Precedent to Amendment Effective Date	40
Section 3.2	Conditions Precedent to Each Extension of Credit	41
Section 3.3	Reliance on Certificates	42

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1

Representations and Warranties of the Borrower

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1	Affirmative Covenants	45
Section 5.2	Negative Covenants	49

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1	Events of Default	53
Section 6.2	Cash Collateral Account	55

ARTICLE VII

THE AGENT

Section 7.1	Authorization and Action	56
Section 7.2	Agent’s Reliance, Etc.	56
Section 7.3	Wachovia and Affiliates	57
Section 7.4	Lender Credit Decision	57
Section 7.5	Indemnification	57
Section 7.6	Successor Agent	57
Section 7.7	Delegation of Duties	58
Section 7.8	No Other Duties, Etc	58
Section 7.9	LC Issuing Bank and Swingline Lender	58

ARTICLE VIII

MISCELLANEOUS

Section 8.1	Amendments, Etc.	58
Section 8.2	Notices, Etc.	59
Section 8.3	No Waiver; Remedies	60
Section 8.4	Costs, Expenses, Taxes and Indemnification	60
Section 8.5	Right of Set-off	62
Section 8.6	Binding Effect	63
Section 8.7	Assignments and Participations	63
Section 8.8	Confidentiality	66
Section 8.9	WAIVER OF JURY TRIAL	67
Section 8.10	Governing Law	67

Section 8.11	Relation of the Parties; No Beneficiary	68
Section 8.12	Execution in Counterparts	68
Section 8.13	Severability	68
Section 8.14	Disclosure of Information	68
Section 8.15	USA Patriot Act Notice	68
Section 8.16	Entire Agreement	68

EXHIBITS AND SCHEDULES

Exhibit 1.1(a)	-	Form of Revolving Note
Exhibit 1.1(b)	-	Form of Swingline Note
Exhibit 1.1(c)	-	Form of Term Note
Exhibit 2.2(b)	-	Form of Notice of Borrowing
Exhibit 2.2(c)	-	Form of Notice of Swingline Borrowing
Exhibit 2.4	-	Form of Request for Issuance
Exhibit 2.11	-	Form of Notice of Conversion
Exhibit 3.1(a)(viii)(A)	-	Form of Opinion of Foley & Lardner LLP
Exhibit 3.1(a)(viii)(B)	-	Form of Opinion of In-house Counsel
Exhibit 8.7	-	Form of Lender Assignment
Schedule I	-	Commitment Schedule
Schedule II	-	Existing Synthetic Leases
Schedule III	-	Existing Liens
Schedule IV	-	List of Indentures

iii

AMENDED AND RESTATED
FIVE YEAR CREDIT AGREEMENT

Dated as of November 7, 2006

THIS SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “ Agreement ”) is made by and among:

(i)

ALLIANT ENERGY CORPORATION , a Wisconsin corporation (the “ Borrower ”),

(ii)

the banks (the “ Banks ”) listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and

(iii)

WACHOVIA BANK , NATIONAL ASSOCIATION (“ Wachovia ”), as administrative agent (the “ Agent ”) for the Lenders hereunder and as a LC Issuing Bank and Swingline Lender (as defined below).

PRELIMINARY STATEMENTS

(1) The Borrower has entered into an Amended and Restated Five Year Credit Agreement, dated as of August 3, 2005 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Facility ”) with Wachovia, as administrative agent, Barclays Bank PLC, as syndication agent and the other lenders and agents party thereto.

(2) The Borrower has requested that the parties to the Existing Facility amend and restate the terms of the Existing Facility, and replace the extensions of credit thereunder (including the advances and letters of credit governed by the terms of the Existing Facility), with this Agreement.

(3) The parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Facility, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Advances, Letters of Credit, this Agreement and other Loan Documents.

(4) The Lenders have indicated their willingness to continue extensions of credit under the Existing Facility as Advances and Letters of Credit hereunder, and make additional Advances and continue existing or issue additional Letters of Credit on the terms and subject to the conditions set forth herein.

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Additional Lender ” has the meaning assigned to that term in Section 2.6(d) .

“ Advance ” means any or all of the Term Loans, the Revolving Advances and the Swingline Advances.

“ AER ” means Alliant Energy Resources, Inc., a Wisconsin corporation.

“ Affected Lender ” has the meaning assigned to that term in Section 2.14 .

“ Affected Lender Advance ” has the meaning assigned to that term in Section 2.14 .

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“ Agent ” has the meaning assigned to that term in the Preamble to this Agreement.

“ Aggregate Available Commitment ” means the aggregate of the Lenders’ Available Commitment hereunder.

“ Aggregate Commitment ” means the total of each Lenders’ Commitment hereunder.

“ Alternate Base Rate ” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i) the rate of interest announced publicly by Wachovia or from time to time, as its corporate base rate or prime rate of interest; and

(ii) 1/2 of one percent per annum above the Federal Funds Rate.

Each change in the Alternate Base Rate shall take effect concurrently with any change in such base rate or prime rate or the Federal Funds Rate.

“ Amendment Effective Date ” means the day upon which each of the applicable conditions precedent enumerated in Section 3.1 shall be fulfilled to the satisfaction of, or waived with the consent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower. All transactions contemplated herein shall take place on a Business Day on or prior to November 7, 2006, or such later Business Day as the parties hereto may mutually agree.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“ Applicable Margin ” means, for any Eurodollar Rate Advance or Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 50%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5, Level 6 or Level 7 below, opposite the Eurodollar Rate or the Base Rate, as applicable, and (ii) on any date (A) the Utilization Percentage exceeds 50% or (B) after the Borrower’s exercise of the Term-Out Option pursuant to Section 2.1(c) , the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5, Level 6 or Level 7 below, opposite the Utilized Eurodollar Rate or the Utilized Base Rate, as applicable; provided that upon the Borrower’s exercise of the Term-Out Option, 25 basis points shall be added to the “Applicable Margin” for all Eurodollar Rate Advances and Base Rate Advances from and including the Termination Date to the payment in full of the Term Loans:


BASIS FOR PRICING	LEVEL 1 Reference Ratings at least AA- by S&P or Aa3 by Moody’s.	LEVEL 2 Reference Ratings less than Level 1 but at least A+ by S&P or A1 by Moody’s.	LEVEL 3 Reference Ratings less than Level 2 but at least A by S&P or A2 by Moody’s.	LEVEL 4 Reference Ratings less than Level 3 but at least A- by S&P or A3 by Moody’s.	LEVEL 5 Reference Ratings less than Level 4 but at least BBB+ by S&P or Baa1 by Moody’s.	LEVEL 6 Reference Ratings less than Level 5 but at least BBB by S&P or Baa2 by Moody’s.	LEVEL 7 Reference Ratings less than Level 6.*
Basis Points Per Annum

Eurodollar Rate	8.5	10.5	15.0	19.0	27.0	35.0	42.5

Base Rate	0.0	0.0	0.0	0.0	0.0	0.0	0.0

Utilized	13.5	15.5	20.0	24.0	32.0	40.0	52.5
Eurodollar Rate

Utilized Base Rate	5.0	5.0	5.0	5.0	5.0	5.0	10.0

* or unrated

The Applicable Margin will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Applicable Margin will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Applicable Margin will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Applicable Margin will be based upon Level 7. Any change in the Applicable Margin resulting from a change in the Reference Ratings shall be effective, as to any Advance, as of the date on which the applicable rating agency announces the applicable change in ratings.

“ Applicable Rate ” means:

(i) in the case of each Base Rate Advance, a rate per annum equal at all times to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin in effect from time to time;

(ii) in the case of each Eurodollar Rate Advance comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period; and

(iii) in the case of each LIBOR Market Interest Rate Advance, a rate per annum equal at all times to the sum of the LIBOR Monthly Index Rate in effect from time to time plus the Applicable Margin in effect for a Eurodollar Rate Advance from time to time.

“ Available Commitment ” means, for each Lender at any time on any day, an amount equal to the excess, if any, of (i) such Lender’s Commitment then in effect over (ii) such Lender’s Credit Exposure, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom, all prepayments and repayments of Advances made on such day and all reductions in the LC Outstandings made on such day.

“ Bankruptcy Event ” means the occurrence of any actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code.

“ Banks ” has the meaning assigned to that term in the Preamble to this Agreement.

“ Barclays Fee Letter ” means the letter agreement, dated October 6, 2006, among the Borrower, the Utilities, Barclays Bank PLC and Barclays Capital.

“ Base Rate Advance ” means an Advance (other than a Swingline Advance) that bears interest as provided in Section 2.8(a) .

“ Borrower ” has the meaning assigned to that term in the Preamble to this Agreement.

“ Borrowing ” means the incurrence by the Borrower (including as a result of conversion of Revolving Advances into Term Loans pursuant to Section 2.1(c) and Conversions of outstanding Advances pursuant to Section 2.11 ) on a single date of a group of Advances of a single Class and Type (or a Swingline Advance made by the Swingline Lender) and, in the case of Eurodollar Rate Advances, as to which a single Interest Period is in effect.

“ Business Day ” means a day of the year on which banks are not required or authorized to close in New York City, Charlotte, North Carolina or Madison, Wisconsin and, if the applicable Business Day relates to any Eurodollar Rate Advance or LIBOR Market Index Rate Advance, on which dealings are carried on in the London interbank market.

“ Capitalized Lease Obligations ” means obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligations shall be the capitalized amount determined in accordance with such principles.

“ Cash and Cash Equivalents ” means, with respect to any Person, the aggregate amount of the following, to the extent owned by such Person free and clear of all Liens, encumbrances and rights of others and not subject to any judicial, regulatory or other legal constraint: (i) cash on hand; (ii) Dollar demand deposits maintained in the United States with any commercial bank and Dollar time deposits maintained in the United States with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank which has an office in the United States and which has a combined capital and surplus of at least $100,000,000; (iii) eurodollar time deposits maintained in the United States with, or eurodollar certificates of deposit having a maturity of one year or less issued by, any commercial bank having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iv) direct obligations of, or unconditionally guaranteed by, the United States and having a maturity of one year or less; (v) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody’s, respectively (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), and having a maturity of one year or less; (vi) obligations with any Lender or any other commercial bank in respect of the repurchase of obligations of the type described in clause (iv) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (iv) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, such Lender or such other commercial bank; and (vii) preferred stock of any Person that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating preferred stock of entities engaged in such businesses).

“ Cash Collateral Account ” has the meaning assigned to that term in Section 6.2 .

“ Class ” has the meaning assigned to that term in Section 2.2(a) .

“ Commitment ” means, for each Lender, the obligation of such Lender to make Revolving Advances to the Borrower and to participate in the Swingline Advances and reimbursement obligations of the Borrower in respect of Letters of Credit in an amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into one or more Lender Assignments or is an Additional Lender or an Increasing Lender, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.7(c) , in each such case as such amount may be reduced from time to time or increased pursuant to Section 2.6 .

“ Commitment Increase ” has the meaning assigned to that term in Section 2.6(d) .

“ Commitment Increase Approvals ” means resolutions of the board of directors of the Borrower authorizing the Commitment Increase.

“ Confidential Information ” has the meaning assigned to that term in Section 8.8 .

“ Consent Date ” has the meaning assigned to that term in Section 2.19(a) .

“ Consenting Lender ” has the meaning assigned to that term in Section 2.19(a) .

“ Consolidated Capital ” means, with respect to any Person, without duplication, at any date of determination, the sum of (i) Consolidated Debt of such Person, (ii) consolidated equity of the common stockholders of such Person and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Person and its Consolidated Subsidiaries, (iv) the aggregate outstanding amount of Hybrid Securities, and (v) consolidated equity of the preferred stockholders of such Person and its Consolidated Subsidiaries, in each case determined at such date in accordance with GAAP, excluding, however, from such calculation, amounts identified as “Accumulated Other Comprehensive Income (Loss)” in the financial statements of the Borrower set forth in the Borrower’s Report on Form 10-K or 10-Q, as the case may be, filed most recently with the Securities and Exchange Commission prior to the date of such determination.

“ Consolidated Debt ” means, with respect to any Person, without duplication, at any date of determination, the aggregate Debt of such Person and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include (i) Nonrecourse Debt of any Subsidiary of the Borrower or (ii) the aggregate outstanding Debt evidenced by Hybrid Securities to the extent that the total book value of such securities does not exceed 15% of Consolidated Capital as of the date of determination.

“ Consolidated Subsidiary ” means, with respect to any Person, any Subsidiary of such Person whose accounts are or are required to be consolidated with the accounts of such Person in accordance with GAAP.

“ Continuing Directors ” means the members of the Board of Directors of the Borrower on the date hereof and each other director of the Borrower, if such other director’s nomination for election to the Board of Directors of the Borrower is recommended by a majority of the then Continuing Directors.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to a conversion of Advances of one Type into Advances of another Type, or to the selection of a new, or the renewal of the same, Interest Period for Advances, as the case may be, pursuant to Section 2.10 or Section 2.11 .

“ Credit Exposure ” means, with respect to any Lender at any time, the sum of (i) the aggregate principal amount of all Advances made by such Lender outstanding at such time, (ii) such Lender’s Percentage of the LC Outstandings at such time and (iii) such Lender’s (other than the Swingline Lender’s) Percentage of the Swingline Advances outstanding at such time.

“ Debt ” means, for any Person, any and all indebtedness, liabilities and other monetary obligations of such Person (without duplication), (i) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (ii) to pay the deferred purchase price of property or services (except trade accounts payable arising and repaid in the ordinary course of business), (iii) Capitalized Lease Obligations, (iv) under reimbursement or similar agreements with respect to letters of credit (other than trade letters of credit) issued to support indebtedness or obligations of such Person or of others of the kinds referred to in clauses (i) through (iii) above and clause (v) below, (v) reasonably quantifiable obligations under direct guaranties or indemnities, or under support agreements, in respect of, and reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) incurred in connection with any synthetic lease, tax retention operating lease or similar off-balance sheet financing product treated as an operating lease for financial accounting purposes and a capital lease for federal income tax purposes, in each case that is entered into after the Amendment Effective Date, but excluding the obligations under the Existing Synthetic Leases, including any extension, renewal, amendment or refinancing thereof; provided that if the aggregate amount owing in respect of all such Existing Synthetic Leases, after giving effect to any such extension, renewal, amendment or refinancing, exceeds the aggregate amount owed as of the Amendment Effective Date, such excess shall be included as Debt.

“ Default Rate ” means (i) with respect to the unpaid principal of or interest on any Advance, the greater of (A) 2% per annum above the Applicable Rate in effect from time to time for such Advance and (B) 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances and (ii) with respect to any other unpaid amount hereunder, 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances.

“ Direct Subsidiary ” means, with respect to any Person, any Subsidiary directly owned by such Person.

“ Dollars ” and the sign “ $ ” each means lawful money of the United States.

“ Domestic Lending Office ” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender, or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“ Domestic Subsidiary ” means any Subsidiary of the Borrower that is not a Foreign Subsidiary.

“ Eligible Assignee ” means (i) a commercial bank or trust company organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States; (iii) the central bank of any country that is a member of the OECD; and (iv) any other commercial bank or other financial institution engaged generally in the business of extending credit or purchasing debt instruments; provided , however , that (A) any such Person shall also (1) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such rating agencies is then in the business of rating unsecured indebtedness of entities engaged in such businesses) or (2) have combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $250,000,000 (or its equivalent in foreign currency), and (B) any Person described in clause (ii), (iii) or (iv) above shall, on the date on which it is to become a Lender hereunder, (x) be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes (as contemplated by Section 2.17 ) and (y) not be incurring any losses, costs or expenses of the type for which such Person could demand payment under Section 2.13 .

“ Equity Interests ” means, (i) with respect to a corporation, shares of common stock of such corporation or any other interest convertible or exchangeable into any such interest, (ii) with respect to a limited liability company, a membership interest in such company, (iii) with respect to a partnership, a partnership interest in such partnership, and (iv) with respect to any other Person, an interest in such Person analogous to interests described in clauses (i) through (iii).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of the regulations under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 or Section 4001 of ERISA, in each case, as amended from time to time.

“ ERISA Event ” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30 day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate of the Borrower from a Multiple Employer Plan or a Multiemployer Plan during a plan year for which it was a “substantial employer”, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or an ERISA Affiliate of the Borrower to make a payment to a Plan required under Section 302(f)(1) of ERISA, which failure results in the imposition of a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurodollar Lending Office ” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“ Eurodollar Rate ” means, for each Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.10 .

“ Eurodollar Rate Advance ” means an Advance (other than a Swingline Advance) that bears interest as provided in Section 2.8(b) .

“ Eurodollar Reserve Percentage ” of any Lender for each Interest Period for each Eurodollar Rate Advance means the reserve percentage applicable to such Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“ Events of Default ” has the meaning assigned to that term in Section 6.1 .

“ Existing Facility ” has the meaning assigned to that term in the first Preliminary Statement to this Agreement.

“ Existing Letter of Credit ” means, as of the Amendment Effective Date, the outstanding letter of credit issued by Wachovia under the Existing Facility in the amount of $250,000 for the benefit of United States Fidelity and Guaranty Company, c/o Discovery Managers, LTD.

“ Existing Synthetic Leases ” means all synthetic leases existing on the Amendment Effective Date and set forth on Schedule II.

“ Extension Date ” has the meaning assigned to that term in Section 2.19(a) .

“ Extension Notice ” has the meaning assigned to that term in Section 2.19(a) .

“ Extension of Credit ” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“ Facility Fee ” means a fee that shall be payable on the aggregate amount of the Commitment of each Lender, irrespective of usage, payable to each Lender on the amount of its Commitment at the rate (expressed in basis points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5, Level 6 or Level 7 based on the Reference Ratings.


BASIS FOR PRICING	LEVEL 1 Reference Ratings at least AA- by S&P or Aa3 by Moody’s.	LEVEL 2 Reference Ratings less than Level 1 but at least A+ by S&P or A1 by Moody’s.	LEVEL 3 Reference Ratings less than Level 2 but at least A by S&P or A2 by Moody’s.	LEVEL 4 Reference Ratings less than Level 3 but at least A- by S&P or A3 by Moody’s.	LEVEL 5 Reference Ratings less than Level 4 but at least BBB+ by S&P or Baa1 by Moody’s.	LEVEL 6 Reference Ratings less than Level 5 but at least BBB by S&P or Baa2 by Moody’s.	LEVEL 7 Reference Ratings less than Level 6.*
Facility Fee	4.0	4.5	5.0	6.0	8.0	10.0	12.5
(bps)

* or unrated

The Facility Fee will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above ( i.e. , a “split rating”) and: (i) the difference consists of one Level, the Facility Fee will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Facility Fee will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Facility Fee will be based upon Level 7. Any change in the Facility Fee resulting from a change in the Reference Ratings shall be effective as of the date on which the applicable rating agency announces the applicable change in ratings.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letters ” means the Wachovia Fee Letter and the Barclays Fee Letter.

“ Foreign Subsidiary ” means any Subsidiary of the Borrower that is organized under the law of any jurisdiction other than any state of the United States of America.

“ GAAP ” has the meaning assigned to that term in Section 1.4 .

“ Governmental Approval ” means any authorization, consent, approval, license, franchise, lease, ruling, tariff, rate, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal or regulatory body.

“ Granting Lender ” has the meaning assigned to that term in Section 8.7(i) .

“ Hazardous Substance ” means any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“ Hostile Acquisition ” means any acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the Person that is the subject of such acquisition prior to the first public announcement or disclosure relating to such acquisition.

“ Hybrid Securities ” means any hybrid securities consisting of trust preferred securities or deferrable interest subordinated debt securities issued by the Borrower or any Subsidiary or financing vehicle of the Borrower that (i) has an original maturity of at least 20 years and (ii) requires no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the occurrence of the Maturity Date.

“ Increasing Lender ” has the meaning assigned to that term in Section 2.6(d) .

“ Indemnified Person ” has the meaning assigned to that term in Section 8.4(c) .

“ Initial Advances ” has the meaning assigned to that term in Section 2.6(d)(iii) .

“ Interest Period ” means, for each Eurodollar Rate Advance made as part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Advance into such a Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received by the Agent not later than 11:00 a.m. on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

(i) the Borrower may not select any Interest Period that ends after the Maturity Date;

(ii) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and

(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“ IPL ” means Interstate Power and Light Company, an Iowa corporation.

“ ISP ” has the meaning assigned to that term in Section 8.10 .

“ Joint Lead Arrangers ” shall mean, collectively, Wachovia Capital Markets, LLC and Barclays Capital, the Investment Banking Division of Barclays Bank PLC.

“ LC Fee ” is defined in Section 2.5(b) .

“ LC Issuing Bank ” means Wachovia.

“ LC Outstandings ” means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Bank under Letters of Credit.

“ LC Payment Notice ” is defined in Section 2.4(d) .

“ Lender Assignment ” means an assignment and acceptance agreement entered into by a Lender and an Eligible Assignee, and accepted by the Agent and the LC Issuing Bank, in substantially the form of Exhibit 8.7 .

“ Lenders ” means the Banks listed on the signature pages hereof, each Additional Lender and each Eligible Assignee that shall become a party hereto pursuant to Section 8.7 , provided , that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include the Swingline Lender in such capacity.

“ Letter of Credit ” means (i) any letter of credit issued by the LC Issuing Bank pursuant to Section 2.4 and (ii) the Existing Letter of Credit.

“ LIBOR Market Index Rate ” means, for any day, the rate of interest for one month U.S. dollar deposits appearing on Telerate Page 3750 (or any successor page) determined as of 11:00 a.m. (London time), for such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Agent from another recognized source or interbank quotation).

“ LIBOR Market Index Rate Advance ” means a Swingline Advance that bears interest as provided in Section 2.8(c) .

“ Lien ” has the meaning assigned to that term in Section 5.2(a) .

“ Loan Documents ” means (i) this Agreement, any Notes issued pursuant to Section 2.16 , and the Fee Letters, (ii) all agreements, documents and instruments in favor of the Agent, the LC Issuing Bank or the Lenders (or the Agent on behalf of the LC Issuing Bank or the Lenders), and (iii) all other agreements, instruments and documents now or hereafter executed and/or delivered pursuant hereto or thereto.

“ Majority Lenders ” means, on any date of determination, Lenders that, collectively, on such date (i) hold greater than 50% of the then Outstanding Credits and, (ii) if there are no Outstanding Credits, have Percentages in the aggregate greater than 50%. Any determination of those Lenders constituting the Majority Lenders shall be made by the Agent and shall be conclusive and binding on all parties absent manifest error.

“ Margin Stock ” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System.

“ Material Adverse Change ” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (ii) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse change upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“ Maturity Date ” means the Termination Date unless the Borrower shall exercise the Term-Out Option, in which case the “Maturity Date” shall mean the first anniversary of the Termination Date.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

“ Mortgage Bond Indentures ” means the indentures listed on Schedule IV hereto.

“ Multiemployer Plan ” means a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the Borrower or any ERISA Affiliate of the Borrower is making or has an obligation to make contributions, or has within any of the preceding five plan years made or had an obligation to make contributions.

“ Multiple Employer Plan ” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and (i) is maintained for employees of the Borrower or an ERISA Affiliate of the Borrower and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate of the Borrower could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Non-Consenting Lender ” has the meaning assigned to that term in Section 2.19(a) .

“ Non-Performing Lender ” has the meaning assigned to that term in Section 2.4(e) .

“ Nonrecourse Debt ” means Debt of any Subsidiary of the Borrower (i) as to which (A) the Borrower provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) the Borrower is not directly or indirectly liable as a guarantor or otherwise, (C) the Borrower is not the lender or other type of creditor, or (D) the relevant legal documents do not provide that the lenders or other type of creditors with respect thereto will have any recourse to the stock or assets of the Borrower and (ii) no default with respect to which would permit, upon notice, lapse of time or both, any holder of any other Debt (other than the Advances, any Note and the Debt under the Note Purchase Agreement, dated as of October 15, 2003, among Alliant Energy Corporate Services, Inc. (“ Services ”), the Borrower and the “Purchasers” party thereto relating to the issuance by Services of its 4.55% Guaranteed Senior Notes due 2008 or any extension, renewal, refinancing or replacement thereof that does not increase the outstanding principal thereof) of the Borrower to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. For the avoidance of doubt, if the Borrower provides credit support that is limited in its drawable amount for any portion of Debt of any Subsidiary of the Borrower that would be considered Nonrecourse Debt but for the provision of such credit support, such Debt shall be considered Nonrecourse Debt to the extent that it is not so supported.

“ Notes ” means any or all of the Term Notes, the Revolving Notes and the Swingline Note.

“ Notice of Borrowing ” has the meaning assigned to that term in Section 2.2(b) .

“ Notice of Swingline Borrowing ” has the meaning assigned to that term in Section 2.2(c) .

“ Notice of Conversion ” has the meaning assigned to that term in Section 2.11 .

“ OECD ” means the Organization for Economic Cooperation and Development.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“ Other Taxes ” has the meaning assigned to that term in Section 2.17(b) .

“ Outstanding Credits ” means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Revolving Advances outstanding on such date, (ii) the aggregate principal amount of all Swingline Advances outstanding on such date, (iii) the LC Outstandings on such date, and (iv) the aggregate principal amount of all Term Loans outstanding on such date.

“ PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor entity).

“ Percentage ” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the Aggregate Commitment on such date, and multiplying the quotient so obtained by 100.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

“ Prior Termination Date ” has the meaning assigned to that term in Section 2.19(b) .

“ Recipient ” has the meaning assigned to that term in Section 8.8 .

“ Reference Banks ” means Wachovia, Barclays Bank PLC and any additional or substitute Lenders as may be selected from time to time to act as Reference Banks hereunder by the Agent.

“ Reference Ratings ” means (i) (A) the ratings assigned by S&P and Moody’s to the senior unsecured non-credit-enhanced long term debt of the Borrower (the “ Reference Securities ”) or, (B) in the event that only one of S&P and Moody’s has assigned a rating to the Reference Securities, the rating assigned by one of S&P and Moody’s to the Reference Securities together with the issuer rating of the Borrower assigned by the other of S&P and Moody’s or, (C) in the event that no Reference Securities are rated, the issuer ratings assigned to the Borrower by S&P and Moody’s, or (ii) in the event that none of the circumstances in clause (i) applies, (A) the ratings assigned by S&P and Moody’s to the senior unsecured long-term debt of AER that is guaranteed by the Borrower (the “ AER Reference Securities ”) or, (B) in the event that only one of S&P and Moody’s has assigned a rating to the AER Reference Securities, the rating assigned by one of S&P and Moody’s to the AER Reference Securities together with the issuer rating of AER assigned by the other of S&P and Moody’s or, (C) in the event that no AER Reference Securities are rated, the issuer ratings assigned to AER by S&P and Moody’s; provided , however , that in any case in which an issuer rating assigned by S&P is used to determine the Reference Ratings, the rating level that is one notch below the issuer rating assigned by S&P shall be used to determine the Reference Ratings.

“ Refunded Swingline Advances ” has the meaning assigned to that term in Section 2.2(d) .

“ Register ” has the meaning assigned to that term in Section 8.7(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Request for Issuance ” means a request made pursuant to Section 2.4(a) in the form of Exhibit 2.4 .

“ Revolving Advances ” has the meaning assigned to that term in Section 2.1(a) .

“ Revolving Note ” means a promissory note issued at the request of a Lender pursuant to Section 2.16 , in substantially the form of Exhibit 1.1(a) hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Advances made by such Lender.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“ Sanctioned Country ” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/ index/html , or as otherwise published from time to time.

“ Sanctioned Person ” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/ offices/eotffc/ofac/sdn/index/html , or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“ Senior Financial Officer ” means the President, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower.

“ Significant Subsidiary ” means any Subsidiary of the Borrower that, on a consolidated basis with any of its Subsidiaries as of any date of determination, accounts for more than 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries.

“ Single Employer Plan ” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which (i) is maintained for employees of the Borrower or an ERISA Affiliate of the Borrower and no Person other than the Borrower and its ERISA Affiliates, or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate of the Borrower could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“ SPC ” has the meaning assigned to that term in Section 8.7(i) .

“ Subsequent Advances ” has the meaning assigned to that term in Section 2.6(d)(iii) .

“ Subsidiary ” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding Equity Interests having ordinary voting power (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time owned by said Person, either directly or through one or more other Subsidiaries. In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

“ Swingline Advance ” shall have the meaning given to such term in Section 2.1(b) .

“ Swingline Commitment ” shall mean $20,000,000 or, if less, the Aggregate Commitment at the time of determination, as such amount may be reduced.

“ Swingline Exposure ” means, with respect to any Lender at any time, its maximum aggregate liability to make Refunded Swingline Advances pursuant to Section 2.2(d) or to purchase participations pursuant to Section 2.2(e) in Swingline Advances that are outstanding at such time.

“ Swingline Lender ” shall mean Wachovia in its capacity as maker of Swingline Advances, and its successors in such capacity.

“ Swingline Termination Date ” shall mean the date that is five (5) Business Days prior to the Termination Date.

“ Swingline Note ” means a promissory note issued at the request of the Swingline Lender pursuant to Section 2.16 , in substantially the form of Exhibit 1.1(b) hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from Swingline Advances made by the Swingline Lender.

“ Taxes ” has the meaning assigned to that term in Section 2.17(a) .

“ Term Loans ” shall mean each Revolving Advance that is converted into a term loan on the Termination Date as set forth in Section 2.1(c) .

“ Term Note ” means a promissory note issued at the request of a Lender pursuant to Section 2.16 , in substantially the form of Exhibit 1.1(c) hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Advances made by such Lender.

“ Term-Out Option ” shall have the meaning given to such term in Section 2.1(c) .

“ Termination Date ” means the earlier to occur of (i) November 7, 2011 (as such date may be extended from time to time pursuant to Section 2.19 ) and (ii) the date of termination or reduction in whole of the Aggregate Commitment pursuant to Section 2.6 or Section 6.1 .

“ Type ” has the meaning assigned to that term in Section 2.2(a) .

“ Unmatured Default ” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“ Unutilized Swingline Commitment ” means, with respect to the Swingline Lender at any time, the Swingline Commitment at such time less the aggregate principal amount of all Swingline Advances that are outstanding at such time.

“ Utilities ” means, collectively, WPL and IPL.

“ Utility Facilities ” means (i) the $300,000,000 Amended and Restated Five-Year Credit Agreement, dated the date hereof, among IPL, the banks named therein and Wachovia, as administrative agent; and (ii) the $250,000,000 Amended and Restated Five-Year Credit Agreement, dated the date hereof, among WPL, the banks named therein and Wachovia, as administrative agent.

“ Utilization Percentage ” means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the Aggregate Commitment then in effect.

“ Wachovia ” has the meaning assigned to that term in the Preamble to this Agreement.

“ Wachovia Fee Letter ” means the letter agreement, dated October 6, 2006, among the Borrower, the Utilities, Wachovia, and Wachovia Capital Markets, LLC.

“ WPL ” means Wisconsin Power and Light Company, a Wisconsin corporation.

Section 1.2 Computation of Time Periods . Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Charlotte, North Carolina time. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. In the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3 Computations of Outstandings . Whenever reference is made in this Agreement to the “principal amount outstanding” on any date under this Agreement, such reference shall refer to the aggregate principal amount of all Advances outstanding on such date after giving effect to all Advances to be made on such date and the application of the proceeds thereof.

Section 1.4 Accounting Terms . Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) applied on a consistent basis. With respect to (and only with respect to) determining compliance with this Agreement, all calculations shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 5.1(h) (or prior to the delivery of the first financial statements pursuant to Section 5.1(h) , consistent with the financial statements described in Section 4.1(f) ); provided , however , if (i) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (ii) the Agent or the Majority Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1 The Advances .

(a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “ Revolving Advance ” and collectively, the “ Revolving Advances ”) to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment, provided that no Borrowing of Revolving Advances shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Borrowing), the Outstanding Credits would exceed the Commitments. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.12 and utilize the resulting increase in the Aggregate Available Commitment for further Extensions of Credit in accordance with the terms hereof.

(b) The Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “ Swingline Advance ,” and collectively, the “ Swingline Advances ”) to the Borrower, during the period from and including the date hereof, to and up to, but excluding, the Swingline Termination Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Advances may be made even if the aggregate principal amount of Swingline Advances outstanding at any time, when added to the aggregate principal amount of the Revolving Advances made by the Swingline Lender in its capacity as a Lender outstanding at such time and its LC Outstandingsat such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Swingline Advances shall be made if, immediately after giving effect thereto, the Outstanding Credits would exceed the Aggregate Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Advances pursuant to Section 2.2(d) ) and reborrow Swingline Advances.

(c) Subject to and upon the terms and conditions set forth herein, the Borrower may, by notice to the Agent, which shall promptly notify the Lenders, not less than fifteen (15) Business Days prior to the Termination Date, convert all Revolving Advances outstanding as of the close of business on the Termination Date into Term Loans (the “ Term-Out Option ”), provided that no Unmatured Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the conversion of such Revolving Advances. The Term Loans of each Lender (i) shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (ii) shall not exceed in initial principal amount for such Lender an amount which equals the total principal amount of Revolving Advances owed to such Lender and outstanding as of the close of business on the Termination Date. Once repaid, Term Loans may not be reborrowed.

Section 2.2 Making the Advances .

(a) The Revolving Advances and the Term Loans (each, together with the Swingline Advances, a “ Class ” of Loan) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either a Base Rate Advance or Eurodollar Rate Advance (each, a “ Type ” of Advance). The Swingline Advances shall be made and maintained as LIBOR Market Index Rate Advances at all times.

(b) In order to make a Borrowing (other than (w) Borrowings of Swingline Advances, which shall be made pursuant to Section 2.2(c) , (x) Borrowings for the purpose of repaying Refunded Swingline Advances, which shall be made pursuant to Section 2.2(d) , (y) Borrowings involving conversions of Revolving Advances upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(c) or(z) conversions of outstanding Advances made pursuant to Section 2.11 ), the Borrower will give the Agent written notice not later than 11:00 a.m. (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances and (ii) not later than 10:00 a.m. on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be by telecopier, telex or email (in accordance with procedures prescribed by the Agent), in substantially the form of Exhibit 2.2(b) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III , the Agent will promptly make such funds available to the Borrower by means of a credit or wire transfer to the account specified in writing by the Borrower.

(c) In order to make a Borrowing of a Swingline Advance, the Borrower will give the Agent (and the Swingline Lender, if the Swingline Lender is not also the Agent) written notice not later than 2:00 p.m. on the date of such Borrowing. Each such notice of a Borrowing (a “ Notice of Swingline Borrowing ”) shall be by telecopier, telex or email (in accordance with procedures prescribed by the Agent), in substantially the form of Exhibit 2.2(c) hereto, specifying therein the requested (A) date of such Borrowing, and (B) aggregate amount of such Swingline Advance to be made pursuant to such Borrowing (which shall not be less than $1,000,000 and, if greater, shall be in an integral multiple of $500,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)). Not later than 4:00 p.m. on the date of such Borrowing, the Swingline Lender will make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2, in same day funds, an amount equal to the amount of the requested Swingline Advance. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III , the Agent will promptly make such funds available to the Borrower by means of a credit or wire transfer to the account specified in writing by the Borrower.

(d) With respect to any outstanding Swingline Advances, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Revolving Advance to be made for the purpose of repaying such Swingline Advances by delivering to the Agent (if the Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m. one (1) Business Day prior to the proposed date of such Borrowing therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Advances (which shall be made initially as Base Rate Advances) on such date of Borrowing in an aggregate amount equal to the amount of such Swingline Advances (the “Refunded Swingline Advances ”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested date of such Borrowing, each Lender (other than the Swingline Lender) will make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2 , in same day funds, such Lender’s ratable portion of such Borrowing. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swingline Advances. Notwithstanding any provision of this Agreement to the contrary, on the relevant date of such Borrowing, the Refunded Swingline Advances (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Advances made as provided above (including a Revolving Advance deemed to have been made by the Swingline Lender), and such Refunded Swingline Advances deemed to be so repaid shall no longer be outstanding as Swingline Advances but shall be outstanding as Revolving Advances. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.18 .

(e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Advances are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Advances, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Advances in an amount equal to its ratable share (based on the proportion that its Commitment bears to the Aggregate Commitment at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2 , in same day funds, such Lender’s respective participation. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent. In the event any such Lender fails to make available to the Agent the amount of such Lender’s participation as provided in this Section 2.2(e) , the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Applicable Rate for such Revolving Advances. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Advance, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment.

(f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Advances for the purpose of repaying any Refunded Swingline Advances pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Advances pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Unmatured Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Advances to meet the minimum Borrowing amount specified in Section 2.1(a) , or (iv) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied.

(g) All Term Loans made pursuant to Section 2.1(c) shall be made by each Lender on the basis of such Lender’s Percentage as in effect immediately prior to the Termination Date.

(h) Each Notice of Borrowing and Notice of Swingline Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III , including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

Section 2.3 Funding Reliance .

(a) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the time of such Borrowing in accordance with Section 2.2 and the Agent may, in reliance upon such assumption, make available to the Borrower on such time a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the time such amount is made available to the Borrower until the time such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(b) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.4 Letters of Credit .

(a) Subject to the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Agent and the LC Issuing Bank substantially in the form attached hereto in Exhibit 2.4 . Each Request for Issuance shall specify a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. The expiry of such Letter of Credit shall be no later than the earlier of (i) five Business Days’ prior to the Maturity Date and (ii) one (1) year after its date of issuance; provided , however , that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the LC Issuing Bank, for renewal for successive periods of one year or less (but not beyond the date five Business Days prior to the applicable Maturity Date), unless and until the LC Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Agent, which shall promptly furnish copies thereof to the Lenders.

(b) No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, the Outstanding Credits would exceed the total Commitments.

(c) The Borrower hereby agrees to pay to the Agent for the account of the LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to Section 2.4(d) , the Lenders, on demand made by the LC Issuing Bank to the Borrower, on and after each date on which the LC Issuing Bank shall pay any amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to the amount so paid plus interest on such amount from the date so paid by the LC Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by the LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%.

(d) Immediately upon the issuance of any Letter of Credit, the LC Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Issuing Bank, without recourse or warranty, an undivided interest and participation, pro rata (based on such Lender’s Percentage), in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto (other than the fees payable by the Borrower to the LC Issuing Bank). If the LC Issuing Bank shall not have been reimbursed in full for any payment made by the LC Issuing Bank under a Letter of Credit issued by the LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the Agent and each Lender prompt notice thereof (an “ LC Payment Notice ”) no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by the LC Issuing Bank. Each Lender severally agrees, absolutely and unconditionally, to pay to the Agent for the account of the LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by the LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 p.m. on the later to occur of (i) the Business Day immediately following the date of such payment by the LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each Lender’s obligation to make each such payment to the Agent for the account of the LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Unmatured Default or Event of Default or the failure of any other Lender to make any payment under this Section 2.4(d) or the failure of the LC Issuing Bank to provide the LC Payment Notice by 12:00 noon on the Business Day immediately succeeding the date of payment under a Letter of Credit by the LC Issuing Bank. Upon any change in the Commitment of any Lender, with respect to all outstanding Letters of Credit and reimbursement obligations there shall be an automatic adjustment to the participations pursuant to this Section 2.4(d) to reflect the new pro rata shares of the Lenders.

(e) The failure of any Lender to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.4(d) shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “ Non-Performing Lender ”) shall fail to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.4(d) within five Business Days after the LC Payment Notice relating thereto, then, for so long as such failure shall continue, the LC Issuing Bank shall be deemed, for purposes of Section 8.1 and Article VI hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such Non-Performing Lender to the Agent for the account of the LC Issuing Bank pursuant to Section 2.4(d) . Any Non-Performing Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to purchase a participation in the reimbursement obligations of the Borrower under Section 2.4(d) ) severally agree to pay to the Agent for the account of the LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have purchased its participation had it complied with the requirements of Section 2.4(d) until the date such amount is paid to the Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the rate applicable to Base Rate Advances plus 1%.

(f) The payment obligations of each Lender under Section 2.4(d) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii) any amendment or waiver of, or any consent to departure from, the terms of this Agreement, any other Loan Document or such Letter of Credit;

(iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the LC Issuing Bank, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv) any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment in good faith by the LC Issuing Bank under the Letter of Credit issued by the LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g) The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in any Loan Document, the Borrower and each Lender shall have the right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender which the Borrower or such Lender proves were caused by the LC Issuing Bank’s willful misconduct or gross negligence, including, in the case of the Borrower, the LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by the LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by the LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by the LC Issuing Bank’s willful misconduct or gross negligence.

(h) If any Letter of Credit contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination of such Letter of Credit is given by the LC Issuing Bank, the LC Issuing Bank shall timely give notice of termination if (i) as of close of business on the seventeenth day prior to the last day upon which the LC Issuing Bank’s notice of termination may be given to the beneficiaries of such Letter of Credit, the LC Issuing Bank has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Letter of Credit have not been satisfied, (ii) the renewed Letter of Credit would have a term not permitted by Section 2.4(a) or (iii) such Letter of Credit is the Existing Letter of Credit.

(i) If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof), the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “ Cash Collateral Account ”) for the benefit of the Agent, the LC Issuing Bank and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Bank for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such time.

Section 2.5 Fees .

(a) The Borrower agrees to pay to the Agent for the account of each Lender the Facility Fee, from the date hereof, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, in the case of each other Lender, until the later of the Maturity Date and the date all Advances are paid in full, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment, commencing December 31, 2006, and on the later of the Maturity Date and the date all Advances are paid in full.

(b) The Borrower shall pay to the Agent for the account of each Lender a fee (the “ LC Fee ”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit outstanding on each such day, from the date hereof until the later to occur of the Maturity Date and the date on which no Letters of Credit are outstanding, payable on the last day of each March, June, September and December (commencing December 31, 2006) and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances. In addition, the Borrower shall pay to the LC Issuing Bank such fees for the issuance and maintenance of Letters of Credit and for drawings thereunder as may be separately agreed between the Borrower and the LC Issuing Bank.

(c) In addition to the fees provided for in Section 2.5(a) and Section 2.5(b) , the Borrower shall pay (i) to the Agent and the LC Issuing Bank, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and (ii) to the Joint Lead Arrangers, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and Barclays Fee Letter.

Section 2.6 Changes in the Commitments .

(a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Aggregate Commitment; provided that the Aggregate Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Outstanding Credits; and provided , further , that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b) On the Termination Date, the Aggregate Commitment shall be automatically reduced to zero.

(c) Any termination or reduction of the Aggregate Commitment under this Section 2.6 shall be irrevocable, and the Aggregate Commitment shall not thereafter be reinstated.

(d) On any date prior to the Termination Date, the Borrower may on one or more occasions increase the Aggregate Commitment by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Aggregate Commitment shall not exceed $200,000,000 (any such increase, a “ Commitment Increase ”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “ Increasing Lender ”) and, in the case of any such Eligible Assignee (an “ Additional Lender ”), to become a party to this Agreement.

(i) The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.6(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.6(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders;

(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals a

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SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Loan Agreement

ALLIANT ENERGY CORPORATION | WACHOVIA BANK, NATIONAL ASSOCIATION | JPMORGAN CHASE BANK, N.A.

$100,000,000

SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

ARTICLE V

COVENANTS OF THE BORROWER

ARTICLE VI

EVENTS OF DEFAULT

ARTICLE VII

THE AGENT

ARTICLE VIII

MISCELLANEOUS

EXHIBITS AND SCHEDULES

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

PRELIMINARY STATEMENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

AGREEMENTS / CONTRACTS

CLAUSES

SECOND AMENDED AND RESTATED
FIVE YEAR
CREDIT AGREEMENT

AMENDED AND RESTATED
FIVE YEAR CREDIT AGREEMENT