8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report

(Date of earliest

event reported): December 12, 2007

Commission	Name of Registrant, State of Incorporation, Address of	IRS Employer
File Number	Principal Executive Offices and Telephone Number	Identification Number
1-9894	Alliant Energy Corporation	39-1380265
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608) 458-3311
0-4117-1	Interstate Power and Light Company	42-0331370
	(an Iowa corporation)
	Alliant Energy Tower
	Cedar Rapids, Iowa 52401
	Telephone (319) 786-4411
0-337	Wisconsin Power and Light Company	39-0714890
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608) 458-3311

This combined Form 8-K is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company.

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On December 12, 2007, the Compensation and Personnel Committee (the “Committee”) of the Board of Directors (the “Board”) of Alliant Energy Corporation (“Alliant Energy”), Interstate Power and Light Company (“IP&L”) and Wisconsin Power and Light Company (“WP&L,” and together with Alliant Energy and IP&L, the “Company”) approved the 2008 Management Incentive Compensation Plan (the “MICP”), which is an annual cash bonus plan. Under the MICP, the Company’s named executive officers will be eligible, upon attaining certain corporate and personal performance goals, to receive a target cash bonus of a stated percentage of annual base salary, with a maximum possible bonus of two times their target bonus. The threshold corporate performance goal is to achieve the midpoint of 2008 guidance provided for utilities earnings per share from continuing operations. The Committee also set the 2008 target cash bonus levels at its December 12 meeting. For 2008, the target bonus percentages for the named executive officers are: William D. Harvey, 95% (or $802,750); Eliot G. Protsch, 70% (or $346,500); Barbara J. Swan, 55% (or $206,250); Thomas L. Aller, 45% (or $120,375); and Dundeana K. Doyle, 40% (or $102,000). Other than the threshold corporate performance goal, performance goals have not yet been set.

On December 12, 2007, the Committee approved a form of Performance Contingent Restricted Stock Agreement and a form of Performance Share Agreement under Alliant Energy Corporation’s 2002 Equity Incentive Plan, as amended and restated (the “Plan”). The Committee also approved grants of performance contingent restricted stock (“Restricted Stock”) and performance shares (“Performance Shares”) in shares of common stock of Alliant Energy Corporation, effective January 2, 2008, to named executive officers of the Company under the Plan for which the form of Performance Contingent Restricted Stock Agreement and the form of Performance Share Agreement will serve as the award agreements. The form of Performance Contingent Restricted Stock Agreement and form of Performance Share Award Agreement referred to above are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Restricted Stock awards will vest if the performance goal of an increase in net income from continuing operations of 119% (based on compounded annual net income growth from continuing operations of 6% per year for three years) is met over the course of the two, three or four years following the grant date. If the goal is not met within the four years following the grant date, the Restricted Stock awards are forfeited. The payout of the Performance Shares will be based upon the Company’s total shareowner return over three years compared to the S&P 400 Midcap Utilities Index (the “Index”) over the same period. The Performance Share payouts can range from 0% of target if the threshold total shareowner return is not met to 200% of target if the Company’s total shareowner return is at or above the 90^th percentile of the Index. The target Performance Share award is met when the Company’s total shareowner return is 100% of the total shareowner return of the Index. Performance Shares allow the executive to receive payment in shares of the Company’s common stock, in cash in an amount representing the value of the number of shares awarded, or a combination of both adjusted by the performance multiplier. For 2008, the dollar value of the share awards for the named executive officers are: William D. Harvey, $1,056,250 of each of Restricted Stock and target Performance Shares; Eliot G. Protsch, $371,250 of each of Restricted Stock and target Performance Shares; Barbara J. Swan, $234,375 of each of Restricted Stock and target Performance Shares; Thomas L. Aller, $93,625 of each of Restricted Stock and target Performance Shares; and Dundeana K. Doyle, $89,250 of each of Restricted Stock and target Performance Shares. The final number of shares will be determined based on the fair market value of the common stock of Alliant Energy Corporation on January 2, 2008.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being filed herewith:

(10.1) Form of Alliant Energy Corporation Performance Contingent Restricted Stock Agreement

(10.2) Form of Alliant Energy Corporation Performance Share Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company have each duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALLIANT ENERGY CORPORATION
Date: December 18, 2007	By: /s/ Thomas L. Hanson
	Thomas L. Hanson
	Vice President-Controller and
	Chief Accounting Officer
	INTERSTATE POWER AND LIGHT COMPANY
Date: December 18, 2007	By: /s/ Thomas L. Hanson
	Thomas L. Hanson
	Vice President-Controller and
	Chief Accounting Officer
	WISCONSIN POWER AND LIGHT COMPANY
Date: December 18, 2007	By: /s/ Thomas L. Hanson
	Thomas L. Hanson
	Vice President-Controller and
	Chief Accounting Officer

ALLIANT ENERGY CORPORATION

INTERSTATE POWER AND LIGHT COMPANY

WISCONSIN POWER AND LIGHT COMPANY

Exhibit Index to Current Report on Form 8-K

Dated December 12, 2007

Exhibit

Number Exhibit

(10.1) Form of Alliant Energy Corporation Performance Contingent Restricted Stock Agreement

(10.2) Form of Alliant Energy Corporation Performance Share Agreement

EX-10

Exhibit 10.1

ALLIANT ENERGY CORPORATION

PERFORMANCE CONTINGENT RESTRICTED STOCK AGREEMENT

THIS PERFORMANCE CONTINGENT RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of January, 2008 (the “Grant Date”), by and between Alliant Energy Corporation, a Wisconsin corporation (the “Company”), and [Employee], a key employee of the Company (“Employee”).

R E C I T A L S

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

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

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

A G R E E M E N T

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

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

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

(a) Performance Period. The “Performance Period” is the period beginning on January 1, 2008 and ending on December 31, 2009, December 31, 2010, or December 31, 2011, as applicable to satisfy the Performance Contingency.

(b) Performance Contingency. The “Performance Contingency” is satisfied if for the second year, for the third year or for the fourth year of the Performance Period, the Company’s annual Net Income from Continuing Operations (“Net Income from Continuing Operations”) is at least 119% of the Net Income from Continuing Operations for the year ending immediately prior to the beginning of the Performance Period (based on compounded annual Net Income growth from Continuing Operations of 6% per year times three years). More specifically, the Performance Contingency is satisfied if on December 31, 2009, or on December 31, 2010, or on December 31, 2011, the Company’s Net Income from Continuing operations is at least 119% of the 2007 year-end Net Income from Continuing Operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. Book Entry. The Restricted Shares will be held in book entry by the Company’s transfer agent in the name of the Employee for that number of Restricted Shares issued to the Employee.

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

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

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

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

Notwithstanding the foregoing, no dividends or distributions shall be payable to the Employee with respect to, and the Employee shall not have the right to vote the Restricted Shares with respect to, record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Employee has forfeited the Restricted Shares.

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

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

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

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

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

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

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

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

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

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

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

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

* * *

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

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer and the Employee has hereunto affixed his or her hand as of the day and year first above written.

ALLIANT ENERGY CORPORATION

(the “Company”)

By:

Its: Executive Vice President and General Counsel

EMPLOYEE:

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

I hereby make the following beneficiary designations:

Primary Beneficiary:		Contingent Beneficiary:
Name:	_________________________	_________________________
Address:	_________________________	_________________________
Relationship:	_________________________	_________________________

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

EX-10

Exhibit 10.2

ALLIANT ENERGY CORPORATION

PERFORMANCE SHARE AGREEMENT

THIS PERFORMANCE SHARE AGREEMENT is made and entered into as of this 2nd day of January, 2008 (the “Grant Date”) by and between Alliant Energy Corporation, a Wisconsin corporation (the “Company”), and [Employee], a key employee of the Company (“Employee”).

R E C I T A L S

WHEREAS, the Company has in effect the Alliant Energy Corporation 2002 Equity Incentive Plan, as Amended and Restated (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement (defined terms used herein which are not otherwise defined shall have the meaning set forth in the Plan);

WHEREAS, one of the purposes of the Plan is to permit the grant of various equity-based incentive awards, including performance shares (the “Performance Shares”), to be granted to certain Key Employees of the Company and any of its Affiliates;

WHEREAS, the Employee is now employed by the Company or an Affiliate of the Company in a key capacity and has exhibited judgment, initiative and efforts which have contributed materially to the successful performance of the Company or its Affiliates; and

WHEREAS, the Company desires the Employee to remain as an employee of the Company or its Affiliates and wishes to provide the Employee with the opportunity to secure or increase his or her stock ownership in the Company in order to develop even a stronger incentive to put forth maximum effort for the continued success and growth of the Company.

A G R E E M E N T

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

1. Award. Subject to the terms of this Agreement and the Plan, the Employee is hereby granted _______Performance Shares on the date first written above (the “Grant Date”). Performance Shares granted under this Agreement are units that will be reflected in a book account maintained by the Company during the Performance Period, and that will be settled in cash and/or shares of Common Stock, $.01 par value, of the Company (“Common Stock”) to the extent provided in this Agreement and the Plan.

2. Performance Period. The “Performance Period” is the period beginning on January 1, 2008 and ending on December 31, 2010.

3. Settlement of Awards. The Company shall deliver to the Employee one share of Common Stock (or cash equal to the fair market value of one share of Common Stock) for each Performance Share earned by the Employee, as determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement. The earned Performance Shares payable to the Employee in accordance with the provisions of this Paragraph 3 shall be paid solely in shares of Common Stock, solely in cash based on the fair market value of the Common Stock (determined based on the average of the high and low sales prices for the Common Stock on the first business day following the last day of the Performance Period, as reported on the New York Stock Exchange), or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional share of Common Stock.

4. Time of Payment. Except as otherwise provided in this Agreement, payment of Performance Shares earned in accordance with the provisions of Paragraph 3 will be delivered as soon as practicable after the end of the Performance Period, subject to the Committee certifying in writing as to the satisfaction of the requisite Performance Goal or Goals.

5. Retirement, Disability, or Death During Performance Period. If the Employee’s employment with the Company and its Affiliates terminates during the Performance Period because of the Employee’s Retirement, Disability, involuntary termination without Cause, or death, the Employee shall be entitled to a prorated value of the Performance Shares earned in accordance with Exhibit 1, determined at the end of the Performance Period, and based on the ratio of the number of months the Employee was employed during the Performance Period to the total number of months in the Performance Period.

6. Other Terminations of Employment During Performance Period. If the Employee’s employment with the Company and its Affiliates terminates during the Performance Period for any reason other than the Employee’s Retirement, Disability, involuntary termination without Cause, or death, the Performance Shares granted under this Agreement will be forfeited on the date of such termination of employment; provided, however, that in such circumstances, the Committee, in its discretion, may determine that the Employee will be entitled to receive a pro rata or other portion of the Performance Shares.

7. Change in Control. If a Change in Control occurs during the Performance Period and at least 180 days after the date the Performance Shares were granted, and the Employee’s termination does not occur before the Change in Control date, then the Employee shall earn the Performance Shares that would have been earned by the Employee in accordance with Exhibit 1 as if 100% of the Performance Goal or Goals set forth in Exhibit 1 for the Performance Period had been achieved, but prorated based on the ratio of the number of months the Employee was employed during the Performance Period through the date of the Change in Control, to the total number of months in the Performance Period. Notwithstanding the provisions of Paragraph 3, the value of Performance Shares earned in accordance with the foregoing provisions of this Paragraph 7 shall be delivered to the Employee in a lump sum cash payment as soon as practicable after the occurrence of the Change in Control, with the value of a Performance Share equal to the fair market value of a share of Common Stock determined under the provisions of Paragraph 3 as of the date of the Change in Control. Distributions to the Employee under Paragraph 3 shall not be affected by payments under this Paragraph 7, except that before payments are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the number of Performance Shares earned by the Employee shall be reduced by the number of Performance Shares with respect to which payment was made to the Employee under this Paragraph 7. The Employee shall not be required to repay any amounts to the Company on account of any distribution made under this Paragraph 7 for any reason, including failure to achieve the Performance Goal or Goals.

8. Definitions. The following sets forth definitions of certain terms used in this Agreement:

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

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

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

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

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

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

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

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

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

9. Nontransferability of Performance Shares. The Performance Shares shall not be assignable, alienable, saleable or transferable by the Employee other than by will or the laws of descent and distribution prior to settlement of the awards pursuant to Section 3; provided, however, that the Employee shall be entitled, in the manner provided in Paragraph 11 hereof, to designate a beneficiary to exercise his or her rights, and to receive any shares of Common Stock issuable, with respect to the Performance Shares upon the death of the Employee. The Performance Shares may be exercised during the lifetime of the Employee only by the Employee or, if permitted by applicable law, the Employee’s guardian or legal representative.

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

The Employee shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such rules and regulations and in such form as the Committee may determine) to have the Company withhold shares of Common Stock otherwise issuable to the Employee (the “Withholding Election”) having a fair market value on the date income is recognized (the “Tax Date”) pursuant to the settlement of the Performance Shares equal to the minimum amount required to be withheld. If the number of shares of Common Stock withheld to satisfy withholding tax requirements shall include a fractional share, the number of shares withheld shall be reduced to the next lower whole number and the Employee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company for payment of such amount. A Withholding Election must be received by the Corporate Secretary of the Company on or prior to the Tax Date.

11. Designation of Beneficiary.

(a) The person whose name appears on the signature page hereof after the caption “Beneficiary” or any successor designated by the Employee in accordance herewith (the person who is the Employee’s beneficiary at the time of his or her death is herein referred to as the “Beneficiary”) shall be entitled to payouts hereunder, to the extent they are made, after the death of the Employee. The Employee may from time to time revoke or change his or her beneficiary without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Employee’s death, and in no event shall any designation be effective as of a date prior to such receipt.

(b) If no such Beneficiary designation is in effect at the time of the Employee’s death, or if no designated Beneficiary survives the Employee or if such designation conflicts with law, the Employee’s estate acting through his or her legal representative shall be entitled to receive payouts hereunder, to the extent they are made, after the death of the Employee. If the Committee is in doubt as to the right of any person to the Performance Shares or any payout thereunder, the Company may refuse to settle such matter, without liability for any interest or dividends on the Performance Shares, until the Committee determines the person entitled to the Performance Shares or any payout thereunder, or the Company may apply to any court of appropriate jurisdiction and such application shall be a complete discharge of the liability of the Company therefor.

12. Transfer Restriction. Any shares of Common Stock delivered pursuant to Section 3 hereof may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”), as amended, or in a transaction which, in the opinion of counsel for the Company, is exempt from the registration provisions of the Act.

13. Status of Employee. The Employee shall not be deemed for any purposes to be a shareowner of the Company with respect to any of the Performance Shares except to the extent that the Company has delivered shares of Common Stock pursuant to Section 3 hereof. Neither the Plan nor the Performance Shares shall confer upon the Employee any right to continue as an employee of the Company or any of its Affiliates, nor to interfere in any way with the right of the Company to terminate the employment or directorship of the Employee at any time.

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

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

16. Miscellaneous.

(a) This Agreement shall be governed and construed in accordance with the internal laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof.

(b) This Agreement may not be amended or modified except by the written consent of the parties hereto.

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

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Employee has hereunto affixed his or her hand as of the day and year first above written.

ALLIANT ENERGY CORPORATION

(the “Company”)

By:

Its: Executive Vice President and General Counsel

EMPLOYEE:

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

I hereby make the following beneficiary designations:

Primary Beneficiary:		Contingent Beneficiary:
Name:	_________________________	_________________________
Address:	_________________________	_________________________
Relationship:	_________________________	_________________________

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

EXHIBIT 1

Performance Share Grant – PERFORMANCE GOALS

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

[Employee]	2008
Fair Market Value as of January 2, 2008	$_____
Date of Grant	01/2/08
Performance Share Target	[Number]
Performance Cycle	January 1, 2008 through December 31, 2010

2. Performance Goals: Each performance share award will be based on the Company’s Total Shareholder Return (TSR) performance (which represents stock price appreciation plus dividends reinvested) based on the three-year average relative to an investor-owned utility peer group. The peer group is defined as companies that comprise the S&P Midcap Utilities index.

3. Amount of Award: Actual awards will be based on company performance as specified above, and can range from 0 to 200 percent of target. The amount distributable to the Participant shall be determined in accordance with the following schedule:

3-yr Total Shareholder Return – Percentile Relative to Peer Group*	% of Target Value Paid Out
90th percentile or greater	200%
80th Percentile	175%
70th Percentile	150%
60th Percentile	125%
50th Percentile	100%
45th Percentile	75%
40th Percentile	50%
Below 40th Percentile	0%

* Peer Group consists of companies comprising the S&P Mid-Cap Utilities.

4. Performance Share payout: Subject to the terms of the Plan, Performance Shares will be paid in Alliant Energy shares, or a combination of cash and shares, as soon as practicable at the end of each performance cycle, but not later than seventy-five days following the end of the performance cycle.