10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended June 30, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _______ to _______

Commission	Name of Registrant, State of Incorporation,	IRS Employer
File Number	Address of 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 10-Q is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-Q relating to Interstate Power and Light Company and Wisconsin Power and Light Company is filed by such registrant on its own behalf. Each of Interstate Power and Light Company and Wisconsin Power and Light Company makes no representation as to information relating to registrants other than itself.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Alliant Energy Corporation - Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Interstate Power and Light Company - Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

Wisconsin Power and Light Company - Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Number of shares outstanding of each class of common stock as of July 31, 2008:

Alliant Energy Corporation	Common stock, $0.01 par value, 110,450,391 shares outstanding
Interstate Power and Light Company	Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which
	are owned beneficially and of record by Alliant Energy Corporation)
Wisconsin Power and Light Company	Common stock, $5 par value, 13,236,601 shares outstanding (all of which are
	owned beneficially and of record by Alliant Energy Corporation)

	TABLE OF CONTENTS	Page
	Forward-looking Statements	1
Part I.	Financial Information	2
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Alliant Energy Corporation:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2008 and 2007	2
	Condensed Consolidated Balance Sheets as of June 30, 2008 and Dec. 31, 2007	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007	5
	Notes to Condensed Consolidated Financial Statements	6
	Interstate Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2008 and 2007	27
	Condensed Consolidated Balance Sheets as of June 30, 2008 and Dec. 31, 2007	28
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007	30
	Notes to Condensed Consolidated Financial Statements	31
	Wisconsin Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2008 and 2007	34
	Condensed Consolidated Balance Sheets as of June 30, 2008 and Dec. 31, 2007	35
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007	37
	Notes to Condensed Consolidated Financial Statements	38
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 4.	Controls and Procedures	70
Part II.	Other Information	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 4.	Submission of Matters to a Vote of Security Holders	71
Item 6.	Exhibits	72
	Signatures	73

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not of historical fact are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Some, but not all, of the risks and uncertainties of Alliant Energy Corporation (Alliant Energy), Interstate Power and Light Company (IPL) and Wisconsin Power and Light Company (WPL) include: federal and state regulatory or governmental actions, including the impact of energy-related and tax legislation and regulatory agency orders; their ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs, capital expenditures and deferred expenditures, the earning of reasonable rates of return and the payment of expected levels of dividends; current or future litigation, regulatory investigations, proceedings or inquiries; developments that adversely impact their ability to implement their strategic plans including unanticipated issues in connection with construction of their new generating facilities and WPL’s potential purchases of the Riverside Energy Center (Riverside) and Alliant Energy Resources, Inc.’s (Resources’) electric generating facility in Neenah, Wisconsin; issues related to the availability of their generating facilities and the supply and delivery of fuel and purchased electricity and price thereof, including the ability to recover and retain purchased power, fuel and fuel-related costs through rates in a timely manner; the impact fuel and fuel-related prices and other economic conditions may have on their customers’ demand for utility services; issues associated with environmental remediation efforts and with environmental compliance generally, including changing environmental laws and regulations and the ability to recover through rates all environmental compliance costs; potential impacts of any future laws or regulations regarding global climate change or carbon emissions reductions; weather effects on results of operations; financial impacts of hedging strategies, including the impact of weather hedges on their earnings; unplanned outages at their generating facilities and risks related to recovery of incremental costs through rates; the direct or indirect effects resulting from terrorist incidents or responses to such incidents; unanticipated impacts that storms or natural disasters in their service territories may have on their operations, including uncertainties associated with efforts to remediate the effects of the June 2008 Midwest flooding, reimbursement of storm-related costs covered by insurance, rate relief for costs associated with restoration, and the impact of the flooding on the economic conditions of the affected service territories; economic and political conditions in their service territories; the growth rate of ethanol and biodiesel production in their service territories; Alliant Energy’s ability to achieve and/or sustain its dividend payout ratio goal; any material post-closing adjustments related to any of their past asset divestitures; employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages; continued access to the capital markets under competitive terms and rates; access to technological developments; issues related to electric transmission, including operating in the Midwest Independent Transmission System Operator (MISO) energy market, the impacts of potential future billing adjustments from MISO and recovery of costs incurred; inflation and interest rates; the impact of necessary accruals for the terms of their incentive compensation plans; the effect of accounting pronouncements issued periodically by standard-setting bodies; their ability to continue cost controls and operational efficiencies; their ability to utilize tax capital losses generated to date, and those that may be generated in the future, before they expire; their ability to successfully complete ongoing tax audits and appeals with no material impact on their earnings and cash flows; and factors listed in “Risk Factors” in Item 1A and “Other Matters - Other Future Considerations.” Alliant Energy, IPL and WPL assume no obligation, and disclaim any duty, to update the forward-looking statements in this report.

1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2008		2007		2008		2007
	(dollars in millions, except per share amounts)
Operating revenues:
Utility:
Electric	$576	.7	$565	.5	$1,144	.4	$1,119	.0
Gas	121	.1	94	.0	429	.6	382	.3
Other	15	.6	15	.4	33	.5	33	.4
Non-regulated	114	.0	71	.3	211	.9	124	.2
	827	.4	746	.2	1,819	.4	1,658	.9
Operating expenses:
Utility:
Electric production fuel and purchased power	305	.2	292	.9	606	.7	573	.2
Cost of gas sold	86	.8	60	.9	318	.9	272	.8
Other operation and maintenance	169	.0	142	.3	333	.8	306	.9
Non-regulated operation and maintenance	96	.5	60	.1	177	.3	101	.4
Depreciation and amortization	61	.7	66	.0	123	.3	132	.0
Taxes other than income taxes	26	.2	27	.0	52	.3	54	.8
	745	.4	649	.2	1,612	.3	1,441	.1
Operating income	82	.0	97	.0	207	.1	217	.8
Interest expense and other:
Interest expense	30	.3	27	.7	60	.0	57	.3
Equity income from unconsolidated investments, net	(7	.2)	(7	.0)	(14	.7)	(14	.5)
Allowance for funds used during construction	(4	.2)	(1	.9)	(7	.4)	(3	.4)
Preferred dividend requirements of subsidiaries	4	.7	4	.7	9	.4	9	.4
Interest income and other	(4	.2)	(2	.4)	(11	.3)	(10	.9)
	19	.4	21	.1	36	.0	37	.9
Income from continuing operations before income taxes	62	.6	75	.9	171	.1	179	.9
Income taxes	10	.8	30	.9	51	.2	69	.7
Income from continuing operations	51	.8	45	.0	119	.9	110	.2
Income from discontinued operations, net of tax	9	.0	3	.6	9	.0	2	.3
Net income	$60	.8	$48	.6	$128	.9	$112	.5
Weighted average number of common shares
outstanding (basic) (000s)	110,1	68	112,7	78	110,1	58	114,0	99
Earnings per weighted average common share (basic):
Income from continuing operations	$0	.47	$0	.40	$1	.09	$0	.97
Income from discontinued operations	0	.08	0	.03	0	.08	0	.02
Net income	$0	.55	$0	.43	$1	.17	$0	.99
Weighted average number of common shares
outstanding (diluted) (000s)	110,3	22	113,0	26	110,3	13	114,3	90
Earnings per weighted average common share (diluted):
Income from continuing operations	$0	.47	$0	.40	$1	.09	$0	.96
Income from discontinued operations	0	.08	0	.03	0	.08	0	.02
Net income	$0	.55	$0	.43	$1	.17	$0	.98
Dividends declared per common share	$0	.35	$0	.3175	$0	.70	$0	.635

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

2

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2008		2007
	(in millions)
Property, plant and equipment:
Utility:
Electric plant in service	$5,670	.4	$5,633	.7
Gas plant in service	741	.0	726	.3
Other plant in service	468	.4	466	.8
Accumulated depreciation (accum. depr.)	(2,689	.8)	(2,692	.5)
Net plant	4,190	.0	4,134	.3
Construction work in progress:
Whispering Willow - East Wind Farm	151	.2	-
Cedar Ridge Wind Farm	109	.5	41	.8
Other	179	.5	153	.6
Other, less accum. depr.	22	.5	4	.6
Total utility	4,652	.7	4,334	.3
Non-regulated and other:
Non-regulated Generation, less accum. depr.	234	.9	240	.5
Other non-regulated investments, less accum. depr.	63	.9	66	.1
Alliant Energy Corporate Services, Inc. and other, less accum. depr.	40	.9	39	.0
Total non-regulated and other	339	.7	345	.6
	4,992	.4	4,679	.9
Current assets:
Cash and cash equivalents	573	.9	745	.6
Accounts receivable:
Customer, less allowance for doubtful accounts	141	.2	154	.7
Unbilled utility revenues	102	.3	151	.6
Other, less allowance for doubtful accounts	75	.8	40	.6
Income tax refunds receivable	74	.5	13	.5
Production fuel, at weighted average cost	90	.2	92	.2
Materials and supplies, at weighted average cost	49	.0	45	.6
Gas stored underground, at weighted average cost	37	.1	70	.5
Regulatory assets	28	.7	58	.5
Derivative assets	108	.1	34	.1
Other	95	.3	65	.4
	1,376	.1	1,472	.3
Investments:
Investment in American Transmission Company LLC	181	.6	172	.2
Other	68	.5	65	.7
	250	.1	237	.9
Other assets:
Regulatory assets	478	.5	491	.7
Deferred charges and other	306	.8	307	.9
	785	.3	799	.6
Total assets	$7,403	.9	$7,189	.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

3

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2008		2007
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $0.01 par value - authorized 240,000,000 shares;
outstanding 110,455,511 and 110,359,314 shares	$1	.1	$1	.1
Additional paid-in capital	1,494	.2	1,483	.4
Retained earnings	1,254	.3	1,205	.2
Accumulated other comprehensive income	2	.8	0	.2
Shares in deferred compensation trust - 245,095 and 294,196 shares
at a weighted average cost of $30.93 and $29.65 per share	(7	.6)	(8	.7)
Total common equity	2,744	.8	2,681	.2
Cumulative preferred stock of subsidiaries, net	243	.8	243	.8
Long-term debt, net (excluding current portion)	1,403	.2	1,404	.5
	4,391	.8	4,329	.5
Current liabilities:
Current maturities	138	.5	140	.1
Commercial paper	207	.0	81	.8
Other short-term borrowings	0	.1	29	.5
Accounts payable	355	.5	346	.7
Regulatory liabilities	125	.1	86	.5
Accrued taxes	51	.6	74	.7
Other	197	.9	177	.7
	1,075	.7	937	.0
Other long-term liabilities and deferred credits:
Deferred income taxes	856	.1	822	.9
Regulatory liabilities	673	.1	656	.4
Pension and other benefit obligations	200	.1	206	.4
Other	205	.0	233	.6
	1,934	.3	1,919	.3
Minority interest	2	.1	3	.9
Total capitalization and liabilities	$7,403	.9	$7,189	.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

4

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2008		2007
	(in millions)
Cash flows from operating activities:
Net income	$128	.9	$112	.5
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	123	.3	132	.0
Other amortizations	23	.2	24	.0
Deferred tax expense (benefit) and investment tax credits	(5	.7)	18	.6
Equity income from unconsolidated investments, net	(14	.7)	(14	.5)
Distributions from equity method investments	12	.8	9	.9
Other	2	.4	(13	.7)
Other changes in assets and liabilities:
Accounts receivable	(9	.7)	95	.1
Sale of accounts receivable	40	.0	-
Income tax refunds receivable	(61	.0)	(13	.6)
Gas stored underground	33	.4	1	.9
Derivative assets	(90	.7)	2	.1
Regulatory assets	15	.8	81	.9
Accounts payable	34	.9	4	.7
Accrued taxes	(22	.9)	1	.9
Derivative liabilities	(4	.5)	(56	.3)
Regulatory liabilities	52	.3	(21	.1)
Accrued incentive compensation and other	(7	.3)	(64	.7)
Net cash flows from operating activities	250	.5	300	.7
Cash flows used for investing activities:
Construction and acquisition expenditures:
Utility business	(429	.5)	(230	.3)
Alliant Energy Corporate Services, Inc. and non-regulated businesses	(14	.3)	(10	.5)
Proceeds from asset sales	2	.4	124	.1
Purchases of emission allowances	-		(23	.9)
Other	18	.0	22	.8
Net cash flows used for investing activities	(423	.4)	(117	.8)
Cash flows from (used for) financing activities:
Common stock dividends	(77	.1)	(72	.8)
Repurchase of common stock	(1	.5)	(235	.6)
Proceeds from issuance of common stock	1	.3	32	.6
Reductions in long-term debt	(3	.1)	(222	.5)
Net change in short-term borrowings	95	.8	165	.7
Other	(14	.2)	9	.0
Net cash flows from (used for) financing activities	1	.2	(323	.6)
Net decrease in cash and cash equivalents	(171	.7)	(140	.7)
Cash and cash equivalents at beginning of period	745	.6	266	.0
Cash and cash equivalents at end of period	$573	.9	$125	.3

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

5

ALLIANT ENERGY CORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by Alliant Energy, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (GAAP) have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include Alliant Energy and its consolidated subsidiaries (including IPL, WPL, Resources and Alliant Energy Corporate Services, Inc. (Corporate Services)). These financial statements should be read in conjunction with the financial statements and the notes thereto included in Alliant Energy’s, IPL’s and WPL’s latest combined Annual Report on Form 10-K.

In the opinion of management, all adjustments, which unless otherwise noted are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2008 and 2007, the condensed consolidated financial position at June 30, 2008 and Dec. 31, 2007, and the condensed consolidated statements of cash flows for the six months ended June 30, 2008 and 2007 have been made. Results for the three and six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2008. A change in management’s estimates or assumptions could have a material impact on Alliant Energy’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period financial statement presentation. Unless otherwise noted, the notes herein have been revised to exclude discontinued operations for all periods presented.

(b) Regulatory Assets and Liabilities -

Derivatives - IPL and WPL generally record regulatory assets or liabilities to offset the changes in fair value of derivatives. Refer to Note 11(a) for information regarding the fair value of derivatives at June 30, 2008 and Dec. 31, 2007.

Costs for Proposed Base-load, Clean Air Compliance and Wind Projects - IPL and WPL have incurred expenditures required for the planning and siting (commonly referred to as pre-certification or pre-construction costs) of certain proposed base-load, clean air compliance and wind projects. Cumulative costs for these projects were primarily recorded in “Other assets - regulatory assets” as follows (in millions):

	Alliant Energy		IPL		WPL
	June 30,	Dec. 31,	June 30,	Dec. 31,	June 30,	Dec. 31,
	2008	2007	2008	2007	2008	2007
WPL’s base-load project (a)	$23.2	$17.3	$--	$--	$23.2	$17.3
IPL’s base-load project (b)	20.3	12.0	20.3	12.0	--	--
Clean air compliance projects	13.7	12.2	7.4	7.5	6.3	4.7
Wind projects (c)	1.4	28.6	--	27.2	1.4	1.4
	$58.6	$70.1	$27.7	$46.7	$30.9	$23.4

(a) WPL’s proposed 300 megawatt (MW) coal-fired electric generating facility with a preferred location in Cassville, Wisconsin, which WPL expects to be in service in 2013. Costs include certain items that benefit existing units.

(b) IPL’s proposed 630 MW coal-fired electric generating facility in Marshalltown, Iowa, which IPL expects to be in service in 2013.

(c) Includes IPL’s proposed 200 MW Whispering Willow - East wind farm in Franklin County, Iowa, expected to be in service in 2010. In February 2008, IPL received approval from the Iowa Utilities Board (IUB) to construct the project. Upon approval, the related cumulative pre-certification and pre-construction costs were transferred from “Other assets - regulatory assets” to “Property, plant and equipment” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets.

6

(c)Common Shares Outstanding - A reconciliation of the weighted average common shares outstanding used in the basic and diluted earnings per weighted average common share (EPS) calculation for the three and six months ended June 30 was as follows (in thousands):

	Three Months		Six Months
	2008	2007	2008	2007
Weighted average common shares outstanding:
Basic EPS calculation	110,168	112,778	110,158	114,099
Effect of dilutive securities	154	248	155	291
Diluted EPS calculation	110,322	113,026	110,313	114,390

(d) Cash and Cash Equivalents - At June 30, 2008 and Dec. 31, 2007, the majority of Alliant Energy’s cash and cash equivalents were invested in money market funds providing daily liquidity. The yield on these funds can fluctuate daily. Information on Alliant Energy’s cash and cash equivalents was as follows (dollars in millions):

	June 30, 2008	Dec. 31, 2007
Total cash and cash equivalents	$574	$746
Money market fund investments	$556	$737
Interest rates on money market fund investments	2.57 – 2.70%	4.83 - 4.99%

(e) Utility Property, Plant and Equipment -

Utility Plant Retirements Related to Severe Flooding - During the second quarter of 2008, severe flooding in Cedar Rapids, Iowa caused significant damage at several facilities owned by IPL, including its Prairie Creek and Sixth Street generating stations, certain office and operating buildings and several distribution substations. Based on an initial assessment of the damage at these facilities, Alliant Energy and IPL recorded approximately $68 million of estimated retirements of utility plant. These retirements were recorded as reductions to “Utility plant in service” and “Accumulated depreciation” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets at June 30, 2008. Alliant Energy and IPL plan to complete a more formal assessment of the damage to the Prairie Creek and Sixth Street generating stations in the third quarter of 2008, after which they will update, if required, their initial estimate of retirements related to utility plant damaged by the severe flooding.

Construction Work in Progress for Whispering Willow - East Wind Farm - During the second quarter of 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas-American Wind Technology, Inc. (Vestas) for the purchase of 500 MW of wind turbine generator sets and related equipment to support IPL’s and WPL’s wind generation plan. Upon execution of the master supply agreement, IPL made an initial payment of $138 million for 200 MW of wind turbine generator sets and related equipment to be utilized in its Whispering Willow - East wind farm. This initial payment by IPL was included in “Construction work in progress - Whispering Willow - East Wind Farm” on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets at June 30, 2008. Refer to Note 12(a) for additional information regarding the master supply agreement executed in the second quarter of 2008.

(f) Supplemental Financial Information - The other (income) and deductions included in “Interest income and other” in Alliant Energy’s Condensed Consolidated Statements of Income for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Interest income	($4.3)	($2.4)	($11.2)	($7.2)
Gains on investment sales, net	--	(0.2)	--	(3.8)
Other	0.1	0.2	(0.1)	0.1
	($4.2)	($2.4)	($11.3)	($10.9)

The supplemental cash flows information for Alliant Energy’s Condensed Consolidated Statements of Cash Flows for the six months ended June 30 was as follows (in millions):

	2008	2007
Cash paid during the period for:
Income taxes, net of refunds	$133.3	$63.2
Interest, net of capitalized interest	72.1	63.3
Noncash investing and financing activities:
Debt assumed by buyer of Mexico business	--	5.0

7

(g) New Accounting Pronouncements - In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 will be effective for Alliant Energy, IPL and WPL 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” SFAS 162 is not expected to have any impact on their financial condition or results of operations.

In April 2008, the FASB issued FASB Staff Position (FSP) No. SFAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS 142, “Goodwill and Other Intangible Assets,” and requires expanded disclosures related to intangible assets. Alliant Energy, IPL and WPL are required to adopt FSP SFAS 142-3 on Jan. 1, 2009. FSP SFAS 142-3 is not expected to have a material impact on their financial condition or results of operations.

In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS 161 requires enhanced qualitative and quantitative disclosures about an entity’s derivative and hedging activities. Alliant Energy, IPL and WPL are required to adopt SFAS 161 by Jan. 1, 2009. SFAS 161 is not expected to have any impact on their financial condition or results of operations.

In December 2007, the FASB issued SFAS 141(R), “Business Combinations.” SFAS 141(R) establishes principles and requirements for how the acquiring entity in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Alliant Energy, IPL and WPL are required to adopt SFAS 141(R) on Jan. 1, 2009. Because the provisions of SFAS 141(R) are only applied prospectively to business combinations after adoption, the impact to Alliant Energy, IPL and WPL cannot be determined until any business combinations occur.

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements - Including an amendment of Accounting Research Bulletin (ARB) No. 51.” SFAS 160 amends ARB No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented, establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. Alliant Energy, IPL and WPL are required to adopt SFAS 160 by Jan. 1, 2009 and are evaluating the implications of SFAS 160 on their financial condition and results of operations.

In April 2007, the FASB issued FSP No. FASB Interpretation No. (FIN) 39-1, “Amendment of FIN 39, Offsetting of Amounts Related to Certain Contracts.” FSP FIN 39-1 amends FIN 39 to permit the offsetting of amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement that have been offset. Alliant Energy, IPL and WPL adopted FSP FIN 39-1 on Jan. 1, 2008 with no material impact on their financial condition and results of operations.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115,” which provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. Alliant Energy, IPL and WPL concluded as of Jan. 1, 2008 that they would not record any eligible items at fair value in accordance with SFAS 159 and therefore there was no impact on their financial condition and results of operations.

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In September 2006, the FASB issued SFAS 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. Alliant Energy, IPL and WPL adopted SFAS 157 on Jan. 1, 2008 for financial instruments with no material impact on their financial condition and results of operations. In February 2008, the FASB issued FSP SFAS 157-1, “Application of SFAS 157 to SFAS 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” and FSP SFAS 157-2, “Effective Date of SFAS 157.” FSP SFAS 157-1 removes leasing transactions accounted for under SFAS 13 and related guidance from the scope of SFAS 157. FSP SFAS 157-2 delays the effective date of SFAS 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until Jan. 1, 2009. Refer to Note 10 for expanded disclosures about fair value measurements required by SFAS 157.

In September 2006, the FASB issued SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires an employer to recognize the overfunded or underfunded status of its benefit plans as an asset or liability on its balance sheet and to recognize the changes in the funded status of its benefit plans in the year in which they occur as a component of other comprehensive income. Alliant Energy, IPL and WPL adopted the recognition provision of SFAS 158 in 2006. SFAS 158 also requires an employer to measure benefit plan assets and obligations as of the end of its fiscal year. Alliant Energy, IPL and WPL adopted the measurement date transition provision of SFAS 158 in 2008, which resulted in reductions to their Jan. 1, 2008 balance of retained earnings of $2.7 million, $1.3 million and $1.2 million, respectively.

(2) UTILITY RATE REFUNDS

WPL and its wholesale customers reached a settlement of the issues identified in the filing with the Federal Energy Regulatory Commission (FERC) requesting approval to implement a formula rate structure. Final written agreements with WPL’s wholesale customers were filed with FERC in February 2008 and, if the settlement is approved, will result in an over-collection of wholesale electric revenues beginning June 1, 2007. WPL will refund the over-collection, with interest, upon approval in accordance with FERC requirements. In May 2008, WPL received authorization from FERC to implement the settlement rates on an interim basis effective June 1, 2008 pending FERC consideration of the filed settlement. As of June 30, 2008, WPL has fully accrued anticipated refunds, including interest, of $10 million related to revenues collected during June 1, 2007 through May 31, 2008. Assuming FERC approval of the settlement, no refunds are expected for revenues collected after May 31, 2008.

In August 2007, WPL received approval from the Public Service Commission of Wisconsin (PSCW) to refund to its retail electric customers any over-recovery of retail fuel-related costs during the period June 1, 2007 through Dec. 31, 2007. As of June 30, 2008, WPL estimated the over-recovery of retail fuel-related costs during this period to be $21 million, including interest. WPL refunded to its retail electric customers $4 million in 2007 and $3 million during the first quarter of 2008. In March 2008, WPL filed a request for approval with the PSCW to refund to its retail electric customers the remaining amount, including interest. As of June 30, 2008, the total refund amount anticipated to be paid to retail electric customers was $14 million, including interest. WPL expects to receive the PSCW’s decision in the third quarter of 2008. As of June 30, 2008, WPL reserved for the refund amounts, including interest, anticipated to be paid to retail electric customers related to these refunds.

(3) COMPREHENSIVE INCOME

Alliant Energy’s comprehensive income, and the components of other comprehensive income (loss), net of taxes, for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Net income	$60.8	$48.6	$128.9	$112.5
Unrealized gains (losses) on securities, net of tax	1.9	--	2.5	(0.1)
Pension and other postretirement benefits
amortizations, net of tax	0.1	0.1	0.1	0.3
Unrealized holding gains (losses) on qualifying
derivatives, net of tax	--	--	--	--
Less: reclassification adjustment for gains
included in net income, net of tax	--	--	--	0.5
Net unrealized losses on qualifying derivatives	--	--	--	(0.5)
Other comprehensive income (loss)	2.0	0.1	2.6	(0.3)
Comprehensive income	$62.8	$48.7	$131.5	$112.2

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(4) SALES OF ACCOUNTS RECEIVABLE

At June 30, 2008 and Dec. 31, 2007, IPL had sold in the aggregate $140 million and $100 million, respectively, of accounts receivable.

(5) INCOME TAXES

The provision for income taxes for earnings from continuing operations is based on an estimated annual effective tax rate that excludes the impact of significant unusual or infrequently occurring items, discontinued operations or extraordinary items. The effective tax rate differs from the federal statutory rate of 35% generally due to state income taxes, tax credits, effects of utility rate making and certain non-deductible expenses.

In the second quarter of 2008, Alliant Energy reached a settlement with the Internal Revenue Service (IRS) which finalized the audit of its U.S. federal income tax returns for calendar years 2002 through 2004. As a result of completing the audit and recording known adjustments for the tax returns for calendar years 2005 and 2006, Alliant Energy and IPL recorded decreases in their liabilities for unrecognized tax benefits and related interest, net of tax, and changes to their provision for income taxes, including the impacts of $12.6 million and $7.8 million, respectively, of income tax benefits allocated to continuing operations in the second quarter of 2008.

Alliant Energy reduced its liability for unrecognized tax benefits by $12.3 million ($3.2 million allocated to continuing operations and $9.1 million allocated to discontinued operations) in the second quarter of 2008 upon the completion of the audit of its U.S. federal income tax returns for calendar years 2002 through 2004. The completion of the audit of Alliant Energy’s U.S. federal income tax returns for calendar years 2002 through 2004 did not result in any material changes to the unrecognized tax benefits of IPL or WPL. Alliant Energy, IPL and WPL do not anticipate any material changes will be made to their unrecognized tax benefits during the 12 months ended June 30, 2009.

Refer to Note 12(e) for discussion of a tax contingency related to capital gains from the sale of IPL’s electric transmission assets and capital losses from Alliant Energy’s former Brazil investments.

(6) BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans - The components of Alliant Energy’s qualified and non-qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Service cost	$4.0	$5.0	$8.1	$10.0	$2.1	$2.0	$4.2	$4.1
Interest cost	13.6	12.6	27.3	25.2	3.8	3.5	7.6	6.9
Expected return on plan assets	(18.6)	(16.6)	(37.3)	(33.3)	(2.2)	(1.9)	(4.5)	(3.8)
Amortization of:
Transition obligation	--	--	--	--	0.1	--	0.1	0.1
Prior service cost (credit)	0.8	0.7	1.5	1.5	(0.9)	(1.0)	(1.8)	(1.9)
Actuarial loss	1.1	2.3	2.1	4.5	0.8	1.1	1.7	2.1
Settlement loss	--	2.1	--	2.1	--	--	--	--
	$0.9	$6.1	$1.7	$10.0	$3.7	$3.7	$7.3	$7.5

In the above table, the settlement loss of $2.1 million for the three and six months ended June 30, 2007 related to payments made to a retired executive.

Alliant Energy estimates that funding for the qualified pension, non-qualified pension and other postretirement benefits plans during 2008 will be $0, $3 million and $15 million, respectively, of which $0, $0 and $7 million, respectively, have been contributed through June 30, 2008.

In 2008, Alliant Energy, IPL and WPL adopted the measurement date transition provision of SFAS 158, which resulted in reductions to their Jan. 1, 2008 balance of retained earnings of $2.7 million, $1.3 million and $1.2 million, respectively. Refer to Note 1(g) for additional information.

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(b) Equity Incentive Plans - A summary of share-based compensation expense related to grants under Alliant Energy’s 2002 Equity Incentive Plan (EIP) and the related income tax benefits (expenses) recognized for the three and six months ended June 30 was as follows (in millions):

	Alliant Energy		IPL		WPL
	2008	2007	2008	2007	2008	2007
Three Months Ended June 30:
Share-based compensation expense (credit)	$0.1	($0.2)	$0.1	($0.1)	$--	($0.1)
Income tax expenses	--	(0.1)	--	(0.1)	--	(0.1)
Six Months Ended June 30:
Share-based compensation expense	$1.0	$4.3	$0.6	$2.2	$0.4	$1.6
Income tax benefits	0.4	1.7	0.2	0.8	0.1	0.6

As of June 30, 2008, total unrecognized compensation cost related to all share-based compensation awards was $8.6 million, which is expected to be recognized over a weighted average period of two years. Share-based compensation expense is recognized on a straight-line basis over the requisite service periods.

Performance Shares - Alliant Energy anticipates making future payouts of its performance shares in cash; therefore, performance shares were accounted for as liability awards at June 30, 2008 and Dec. 31, 2007. A summary of the performance shares activity for the six months ended June 30 was as follows:

	2008	2007
	Shares (a)	Shares (a)
Nonvested shares at Jan. 1	221,834	277,530
Granted	65,516	58,669
Vested	(78,532)	(104,074)
Forfeited	--	(10,291)
Nonvested shares at June 30	208,818	221,834

(a) Share amounts represent the target number of performance shares. The actual number of shares that will be paid out upon vesting is dependent upon actual performance and may range from zero to 200% of the target number of shares.

Information related to nonvested performance shares and their fair values at June 30, 2008, by year of grant, was as follows:

	2008	2007	2006
Nonvested performance shares	65,516	58,669	84,633
Alliant Energy common stock closing price on June 30, 2008	$34.26	$34.26	$34.26
Estimated payout percentage based on performance criteria	71%	83%	131%
Fair value of each nonvested performance share	$24.32	$28.44	$44.88

At June 30, 2008, fair values of nonvested performance shares were calculated using a Monte Carlo simulation to determine the anticipated total shareowner returns of Alliant Energy and its investor-owned utility peer group. Expected volatility was based on historical volatilities using daily stock prices over the past three years. Expected dividend yields were calculated based on the most recent quarterly dividend rates announced prior to the measurement date and stock prices at the measurement date. The risk-free interest rate was based on the three-year U.S. Treasury rate in effect as of the measurement date.

In the first quarter of 2008 and 2007, Alliant Energy’s performance share payouts were valued at $5.0 million and $5.9 million, respectively, and consisted of a combination of cash and common stock (3,835 shares and 8,641 shares, respectively).

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Restricted Stock - Restricted stock issued under the EIP consists of time-based and performance-contingent restricted stock.

Time-based restricted stock - A summary of the time-based restricted stock activity for the six months ended June 30 was as follows:

	2008		2007
		Weighted		Weighted
		Average		Average
	Shares	Fair Value	Shares	Fair Value
Nonvested shares at Jan. 1	165,832	$30.66	182,886	$27.89
Granted	46,226	35.63	41,700	36.66
Vested	(38,850)	28.06	(51,379)	25.81
Forfeited	(1,625)	33.44	--	--
Nonvested shares at June 30	171,583	32.56	173,207	30.61

The weighted average fair value of time-based restricted stock granted during the three months ended June 30, 2008 was $35.89. There were no grants of time-based restricted stock during the three months ended June 30, 2007.

Performance-contingent restricted stock - A summary of the performance-contingent restricted stock activity for the six months ended June 30 was as follows:

	2008		2007
		Weighted		Weighted
		Average		Average
	Shares	Fair Value	Shares	Fair Value
Nonvested shares at Jan. 1	135,348	$32.42	149,563	$28.12
Granted during first quarter	65,516	40.49	58,669	37.94
Vested	(54,991)	28.20	(58,015)	28.04
Forfeited	(21,688)	28.19	(14,869)	28.06
Nonvested shares at June 30	124,185	39.28	135,348	32.42

Non-qualified Stock Options - A summary of the stock option activity for the six months ended June 30 was as follows:

	2008		2007
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Outstanding at Jan. 1	542,844	$27.45	1,768,236	$27.70
Exercised	(45,661)	29.02	(1,169,041)	27.89
Outstanding at June 30	497,183	27.30	599,195	27.32
Exercisable at June 30	497,183	27.30	599,195	27.32

The weighted average remaining contractual term for options outstanding and exercisable at June 30, 2008 was three years. The aggregate intrinsic value of options outstanding and exercisable at June 30, 2008 was $3.5 million.

Other information related to stock option activity for the three and six months ended June 30 was as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Cash received from stock options exercised	$0.6	$7.2	$1.3	$32.6
Aggregate intrinsic value of stock options exercised	0.1	4.5	0.3	15.5
Income tax benefit from the exercise of stock options	--	1.8	0.1	6.3
Total fair value of stock options vested during period	--	--	--	0.4

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(7) COMMON STOCK

A summary of Alliant Energy’s common stock activity during the first half of 2008 was as follows:

Shares outstanding at Jan. 1, 2008	110,359,314
Equity incentive plans (Note 6(b))	137,925
Other (a)	(41,728)
Shares outstanding at June 30, 2008	110,455,511

(a) Includes shares transferred from employees to Alliant Energy to satisfy tax withholding requirements in connection with the vesting of certain restricted stock under the EIP.

In the second quarter of 2008, common stock dividend payments from each of IPL and WPL to their parent, Alliant Energy, were suspended due to Alliant Energy having sufficient cash reserves to make common stock dividend payments to its shareowners. IPL and WPL expect to make common stock dividend payments in the fourth quarter of 2008 in the amount of three regular quarterly dividend payments, consistent with current rate case dividend assumptions and capital structures approved by their respective state regulatory commissions.

In the first quarter of 2008, IPL received a capital contribution of $100 million from its parent, Alliant Energy.

(8) DEBT

(a) Short-term Debt - At June 30, 2008, commercial paper issued under Alliant Energy’s, IPL’s and WPL’s credit facilities was as follows (dollars in millions; Not Applicable (N/A)):

	Alliant Energy	Parent
	(Consolidated)	Company	IPL	WPL
Commercial paper:
Amount outstanding	$207	$--	$69	$138
Maturity	1 day	N/A	1 day	1 day
Interest rates	3.10-3.15%	N/A	3.15%	3.10%
Available credit facility capacity	$443	$100	$231	$112

(b) Long-term Debt - In March 2008, IPL and WPL converted certain pollution control revenue bonds from variable interest rates to fixed interest rates as follows (dollars in millions):

	Amount
	Converted	Due Dates	Fixed Interest Rate
IPL	$38.4	2014	5%
WPL	24.5	2014 and 2015	5%
WPL	14.6	2015	5.375%

(9) UNCONSOLIDATED EQUITY INVESTMENTS

Equity (income) loss from Alliant Energy’s unconsolidated investments accounted for under the equity method of accounting for the three and six months ended June 30 was as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
American Transmission Company LLC (ATC)	($7.7)	($6.6)	($15.0)	($13.0)
Other	0.5	(0.4)	0.3	(1.5)
	($7.2)	($7.0)	($14.7)	($14.5)

(10) FAIR VALUE MEASUREMENTS

On Jan. 1, 2008, Alliant Energy adopted the provisions of SFAS 157, with the exception of nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities. These nonrecurring nonfinancial assets and nonfinancial liabilities included asset retirement obligations and goodwill. Refer to Note 1(g) for additional information on SFAS 157.

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Valuation Hierarchy - SFAS 157 establishes a three-tier fair value hierarchy for disclosure of the inputs used to measure fair value. Level 1 inputs include observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are unadjusted quoted prices in active markets for similar assets and liabilities that are either directly or indirectly observable. Level 3 inputs are unobservable inputs for the assets or liabilities for which little or no market data exist, therefore requiring Alliant Energy, IPL and WPL to develop their own estimates of fair value.

Alliant Energy’s recurring fair value measurements subject to the disclosure requirements of SFAS 157 at June 30, 2008 were as follows (in millions):

		Fair Value Measurements at June 30, 2008 Using:
		Quoted Prices
		in Active	Significant
		Markets for	Other	Significant
	Fair Value	Identical Assets	Observable	Unobservable
	Measurements	or Liabilities	Inputs	Inputs
	at June 30, 2008	(Level 1)	(Level 2)	(Level 3)
Assets:
Derivative assets	$127.5	$0.6	$82.8	$44.1
Available-for-sale securities	9.5	9.5	--	--
Liabilities:
Derivative liabilities	21.3	--	3.5	17.8

Additional information for Alliant Energy’s recurring fair value measurements using significant unobservable inputs (Level 3 inputs) for the three and six months ended June 30, 2008 is as follows (in millions):

	Derivative Assets
	and Liabilities, net
Three months ended June 30, 2008
Beginning balance, April 1, 2008	$10.7
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	18.4
Purchases, sales, issuances and settlements, net	(2.8)
Ending balance, June 30, 2008	$26.3
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$26.3
Six months ended June 30, 2008
Beginning balance, Jan. 1, 2008	$27.7
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	11.8
Purchases, sales, issuances and settlements, net	(13.2)
Ending balance, June 30, 2008	$26.3
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$26.3

(a) Recorded in “Regulatory assets” and “Regulatory liabilities” on Alliant Energy’s Condensed Consolidated Balance Sheet.

Valuation Techniques - Available-for-sale securities reflected in Level 1 of the valuation hierarchy are primarily related to Resources’ investment in Capstone Turbine Corporation’s common stock and IPL’s investments in various debt and equity securities that are measured at fair value each reporting period using quoted market prices on listed exchanges. Derivative instruments reflected in Level 2 of the valuation hierarchy are primarily related to natural gas swap contracts utilized by IPL and WPL. These natural gas swap contracts are transacted with counterparties and mirror exchange-traded futures. Therefore, these natural gas swap contracts can be measured at fair value each reporting period using data that is observable in the market place based on activity traded on the public exchange. Derivative instruments reflected in Level 3 of the hierarchy primarily represent financial transmission rights utilized by IPL and WPL that are measured at fair value each reporting period using monthly or annual auction shadow prices from relevant auctions.

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(11) DERIVATIVE INSTRUMENTS

(a) Accounting for Derivative Instruments - Alliant Energy records derivative instruments at fair value on the balance sheet as assets or liabilities. IPL and WPL generally record changes in the derivatives’ fair values with offsets to regulatory assets or liabilities. Current derivative assets were included in “Derivative assets,” non-current derivative assets were included in “Deferred charges and other,” current derivative liabilities were included in “Other current liabilities” and non-current derivative liabilities were included in “Other long-term liabilities and deferred credits” on the Condensed Consolidated Balance Sheets as follows (in millions):

	Alliant Energy		IPL		WPL
	June 30,	Dec. 31,	June 30,	Dec. 31,	June 30,	Dec. 31,
	2008	2007	2008	2007	2008	2007
Current derivative assets	$108.1	$34.1	$81.4	$19.0	$26.7	$14.9
Non-current derivative assets	19.4	2.7	18.8	2.4	0.1	--
Current derivative liabilities	17.0	24.3	13.3	16.6	3.7	7.7
Non-current derivative liabilities	4.3	1.5	1.3	1.5	3.0	--

IPL’s and WPL’s derivative assets and liabilities are primarily related to purchase contracts to supply fixed-price natural gas for the natural gas-fired electric generating facilities they operate, financial transmission rights acquired to manage transmission congestion costs, swap contracts to mitigate pricing volatility for natural gas supplied to their retail customers and embedded foreign currency derivatives related to Euro-denominated payment terms included in a wind turbine supply contract. Changes in derivative assets and liabilities during the first half of 2008 were primarily due to natural gas price fluctuations and financial transmission rights acquired in the second quarter of 2008.

(b) Weather Derivatives - In May 2008, IPL and WPL each entered into separate non-exchange traded swap agreements based on cooling degree days (CDD) measured in Cedar Rapids, Iowa and Madison, Wisconsin, respectively, to reduce the impact of weather volatility on IPL’s and WPL’s electric margins for the period June 1, 2008 to Aug. 31, 2008. Alliant Energy will receive or pay up to $10.2 million ($7.0 million for IPL and $3.2 million for WPL) from or to the counterparty at the end of the contract term if actual CDD for June 1, 2008 to Aug. 31, 2008 are less or greater than the CDD specified in the contracts. The actual CDD in June 2008 were lower than those specified in the contracts, resulting in IPL and WPL accruing receivables from the counterparty under the agreements of $2.4 million and $0.9 million, respectively, in the second quarter of 2008.

In October 2007, IPL and WPL each entered into separate non-exchange traded swap agreements based on heating degree days (HDD) measured in Cedar Rapids, Iowa and Madison, Wisconsin, respectively, to reduce the impact of weather volatility on IPL’s and WPL’s margins for the period Nov. 1, 2007 to March 31, 2008. The actual HDD for the period Nov. 1, 2007 to Dec. 31, 2007 were higher than those specified in the contracts, resulting in Alliant Energy paying the counterparty $3.6 million (IPL paying $2.2 million and WPL paying $1.4 million) in January 2008. In addition, the actual HDD for the period Jan. 1, 2008 to March 31, 2008 were higher than those specified in the contracts, resulting in Alliant Energy paying the counterparty $5.4 million ($3.2 million for IPL and $2.2 million for WPL) in April 2008.

A summary of the gains (losses) resulting from changes in the value of weather derivatives for the three and six months ended June 30 was as follows (in millions):

	Electric Utility Operating Revenues				Gas Utility Operating Revenues
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Alliant Energy	$3.3	$2.4	$0.7	$0.2	$--	$--	($2.8)	($2.2)
IPL	2.4	2.3	0.7	0.6	--	--	(1.5)	(1.2)
WPL	0.9	0.1	--	(0.4)	--	--	(1.3)	(1.0)

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(12) COMMITMENTS AND CONTINGENCIES

(a) Capital Purchase Obligations - Alliant Energy, IPL and WPL have entered into capital purchase obligations that contain minimum future commitments. At June 30, 2008, Alliant Energy’s, IPL’s and WPL’s minimum future commitments related to certain capital expenditures for their proposed wind and clean air compliance projects were as follows (in millions):

	Alliant Energy	IPL	WPL
Wind projects (a)	$700	$186	$514
Clean air compliance projects	37	37	--

(a) Primarily related to capital purchase obligations under a master supply agreement executed in the second quarter of 2008 with Vestas for the purchase of 500 MW of wind turbine generator sets and related equipment to support IPL’s and WPL’s wind generation plan. A portion of the future payments are denominated in Euros and therefore are subject to change with fluctuations in currency exchange rates. In addition, the master supply agreement includes pricing terms which are subject to change if steel prices or diesel fuel prices change by more than 10% between measurement dates defined in the master supply agreement. The amounts included in the above table reflect currency exchange rates, steel prices and diesel fuel prices at June 30, 2008.

(b) Operating Expense Purchase Obligations - Alliant Energy, IPL and WPL have entered into operating expense purchase obligations that contain minimum future commitments. The most significant of these purchase obligations relate to commodity supply, transportation and storage contracts for their utility operations. At June 30, 2008, Alliant Energy’s, IPL’s and WPL’s minimum future commitments related to these operating expense purchase obligations were as follows (in millions):

	Alliant Energy	IPL	WPL
Purchased power (excluding operating leases)	$1,702	$1,110	$592
Natural gas	604	183	421
Coal (a)	377	132	56
Other (b)	145	62	7

(a) Corporate Services has entered into system-wide coal purchase contracts on behalf of IPL and WPL that include minimum future commitments of $189 million that have not been directly assigned to IPL and WPL since the specific needs of each utility were not yet known as of June 30, 2008.

(b) Includes individual commitments incurred during the normal course of business that exceeded $1 million at June 30, 2008.

(c)Guarantees and Indemnifications- Alliant Energy provided indemnifications associated with various sales of its non-regulated and utility businesses/assets for losses resulting from potential breach of the representations and warranties made by Alliant Energy on the sale dates and for the breach of its obligations under the sale agreements. Alliant Energy believes the likelihood of having to make any material cash payments under these indemnifications is remote. Alliant Energy recorded liabilities of $1 million related to these indemnifications as of June 30, 2008. The terms of the indemnifications provided by Alliant Energy at June 30, 2008 for the various sales were generally as follows (in millions):

Businesses/Assets Sold	Disposal Date	Maximum Limit	Expiration Date
Three generating facilities in China	First quarter of 2006	$37	February 2009
IPL’s interest in the Duane Arnold Energy Center	First quarter of 2006	30 (a)	January 2009
Brazil	First quarter of 2006	10	January 2011
WPL’s water utility in South Beloit, Illinois	Third quarter of 2006	1 (b)	July 2008
New Zealand	Fourth quarter of 2006	159 (c)	March 2012
Mexico	Second quarter of 2007	20	June 2012
IPL’s electric transmission assets	Fourth quarter of 2007	196 (a)	March 2009

(a) Indemnification provided by IPL

(b) Indemnification provided by WPL

(c) Based on exchange rates at June 30, 2008

16

WPL also issued an indemnity to the buyer of the Kewaunee Nuclear Power Plant (Kewaunee) to cover certain potential costs the buyer may incur related to the outage at Kewaunee in 2005. At June 30, 2008, WPL had a $2 million obligation recognized related to this indemnity, which represents WPL’s remaining maximum exposure.

Alliant Energy also continues to guarantee the abandonment obligations of Whiting Petroleum Corporation under the Point Arguello partnership agreements. The guarantee does not include a maximum limit. As of June 30, 2008, the present value of the abandonment obligations is estimated at $10 million. Alliant Energy believes that no payments will be made under this guarantee.

(d) Environmental Matters -

Manufactured Gas Plant (MGP) Sites- IPL and WPL have current or previous ownership interests in 40 and 14 sites, respectively, previously associated with the production of gas for which they may be liable for investigation, remediation and monitoring costs relating to the sites. IPL and WPL have received letters from state environmental agencies requiring no further action at nine and seven sites, respectively. Additionally, IPL has met state environmental agency expectations at three additional sites requiring no further action for soil remediation. IPL and WPL are working pursuant to the requirements of various federal and state agencies to investigate, mitigate, prevent and remediate, where necessary, the environmental impacts to property, including natural resources, at and around the sites in order to protect public health and the environment. IPL and WPL record environmental liabilities related to these MGP sites based upon periodic studies, most recently updated in the third quarter of 2007. Management currently estimates the range of remaining costs to be incurred for the investigation, remediation and monitoring of Alliant Energy’s sites to be $25 million ($20 million for IPL and $5 million for WPL) to $48 million ($41 million for IPL and $7 million for WPL). At June 30, 2008, Alliant Energy, IPL and WPL had recorded $35 million, $29 million and $6 million, respectively, in current and non-current environmental liabilities for their remaining costs to be incurred for these MGP sites.

Other Environmental Contingencies - In addition to the environmental liabilities discussed above, Alliant Energy, IPL and WPL also monitor various environmental regulations which may have a significant impact on their future operations. Given uncertainties regarding the ultimate outcome, timing and compliance plans for these environmental regulations, Alliant Energy, IPL and WPL are currently not able to determine the financial impact of these regulations but do believe that future capital investments and/or modifications to their electric generating facilities to comply with these regulations could be significant. Specific environmental regulations that may require significant future expenditures by Alliant Energy, IPL and WPL include, among others: Clean Air Interstate Rule and Clean Air Mercury Rule or any successor regulations to those rules, Section 316(b) of the Clean Water Act, Wisconsin State Thermal Rule, Wisconsin State Mercury Rule, Ozone National Ambient Air Quality Standards and proposed legislation to regulate the emission of greenhouse gases (GHG).

(e) Tax Matters - The IRS audited Alliant Energy’s federal income tax returns for calendar years 2002 through 2004. As a result of its audit, the IRS notified Alliant Energy in 2007 that it proposed certain adjustments to these tax returns. The most significant adjustment was to defer until 2006 $257 million of capital losses primarily included in Alliant Energy’s 2002 tax return related to its former Brazil investments. In the second quarter of 2008, Alliant Energy agreed to the deferral of the $257 million of capital losses until 2006 as part of a settlement of its federal income tax returns for calendar years 2002 through 2004 finalized with the IRS on June 30, 2008. Deferring these capital losses until 2006 is not expected to have a material adverse impact on Alliant Energy’s financial condition, results of operations and cash flows given Alliant Energy’s expected ability to utilize these capital losses before they expire. Alliant Energy currently plans to use these 2006 capital losses to offset capital gains generated from the sale of IPL’s electric transmission assets in 2007. The capital gain from the sale of IPL’s electric transmission assets will be reviewed by the IRS as part of the current examination of Alliant Energy’s federal income tax return for calendar years 2005 through 2007.

(f) Property Insurance Recoveries - In June 2008, the Midwest experienced severe flooding that impacted the operations of several Alliant Energy companies including IPL, WPL and Resources. The impacts of the severe flooding were scattered throughout Alliant Energy’s service territory with the most significant impacts occurring in Cedar Rapids, Iowa, which is part of IPL’s service territory. The severe flooding in Cedar Rapids, Iowa resulted in significant property damage, electric and steam service outages and the evacuation of and damage to various office and operational facilities.

17

Alliant Energy has a property insurance policy that provides coverage up to $100 million for covered flood losses incurred by various subsidiaries including IPL, WPL and Resources. Insurance recoveries under the policy are subject to a $1.5 million deductible per occurrence and certain sub-limits, most notably a $10 million sub-limit for covered losses related to temporary replacement equipment and facilities. Covered property generally includes generating assets, substations, office and operating buildings and non-fuel inventories. Excluded property generally includes the electric distribution system, railroad infrastructure, vehicles and fuel. In addition, Alliant Energy and its subsidiaries do not have any business interruption coverage for lost revenues from the disruption of service.

During the second quarter of 2008, IPL incurred approximately $13 million of incremental other operation and maintenance expenses related to the severe flooding. IPL has estimated that approximately $7 million of these incremental operation and maintenance expenses are probable of recovery under the Alliant Energy property insurance policy. As a result, Alliant Energy and IPL have recognized a decrease in “Other operation and maintenance” on their Condensed Consolidated Statements of Income and increase in “Accounts receivable - other” on their Condensed Consolidated Balance Sheets of $7 million in the second quarter of 2008. Alliant Energy anticipates additional property insurance recoveries in the future from covered flood losses incurred in the second quarter of 2008 but is currently not able to estimate the amounts.

(13) SEGMENTS OF BUSINESS

Certain financial information relating to Alliant Energy’s business segments is as follows. Intersegment revenues were not material to Alliant Energy’s operations.

					Non-		Alliant
	Utility Business				regulated		Energy
	Electric	Gas	Other	Total	Businesses	Other	Consolidated
	(in millions)
Three Months Ended June 30, 2008
Operating revenues	$576.7	$121.1	$15.6	$713.4	$115.6	($1.6)	$827.4
Operating income (loss)	65.4	4.4	(1.2)	68.6	11.9	1.5	82.0
Income from continuing operations				36.2	12.6	3.0	51.8
Income from discontinued operations, net of tax				--	9.0	--	9.0
Net income				36.2	21.6	3.0	60.8
Three Months Ended June 30, 2007
Operating revenues	$565.5	$94.0	$15.4	$674.9	$72.7	($1.4)	$746.2
Operating income (loss)	87.6	3.0	(0.4)	90.2	6.3	0.5	97.0
Income from continuing operations				40.3	3.2	1.5	45.0
Income from discontinued operations, net of tax				--	3.6	--	3.6
Net income				40.3	6.8	1.5	48.6
Six Months Ended June 30, 2008
Operating revenues	$1,144.4	$429.6	$33.5	$1,607.5	$214.6	($2.7)	$1,819.4
Operating income	132.2	46.7	2.0	180.9	24.1	2.1	207.1
Income from continuing operations				91.8	21.0	7.1	119.9
Income from discontinued operations, net of tax				--	9.0	--	9.0
Net income				91.8	30.0	7.1	128.9
Six Months Ended June 30, 2007
Operating revenues	$1,119.0	$382.3	$33.4	$1,534.7	$127.0	($2.8)	$1,658.9
Operating income (loss)	166.1	42.0	(4.4)	203.7	13.1	1.0	217.8
Income from continuing operations				97.0	9.4	3.8	110.2
Income from discontinued operations, net of tax				--	2.3	--	2.3
Net income				97.0	11.7	3.8	112.5

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(14) DISCONTINUED OPERATIONS

Alliant Energy has completed the disposal of numerous non-regulated and utility businesses and other assets in order to strengthen its financial profile and narrow its strategic focus and risk profile. The following businesses/assets were sold during 2007 and qualified as assets held for sale as defined by SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” before they were sold:

Business/Asset	Disposal Date	Segment
Non-regulated business - Mexico	Second quarter of 2007	Non-regulated businesses
Utility businesses/assets:
WPL’s electric and gas utility assets in Illinois	First quarter of 2007	Utility - Electric and Gas
IPL’s electric and gas utility assets in Illinois	First quarter of 2007	Utility - Electric and Gas
IPL’s electric transmission assets	Fourth quarter of 2007	Utility - Electric

The operating results of the non-regulated business listed in the above table have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income. The operating results of the utility businesses/assets listed in the above table have not been reported as discontinued operations due to Alliant Energy’s continuing involvement in the operations of these businesses/assets after the disposal transaction.

A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income for the three and six months ended June 30 was follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Operating expenses	$0.2	$1.8	$0.2	$3.7
Gain on sale of Mexico business (a)	--	(10.7)	--	(10.7)
Interest expense and other	--	0.5	--	1.6
Income (loss) before income taxes	(0.2)	8.4	(0.2)	5.4
Income tax expense (benefit) (b)	(9.2)	4.8	(9.2)	3.1
Income from discontinued operations, net of tax	$9.0	$3.6	$9.0	$2.3

(a) In the second quarter of 2007, Alliant Energy recorded a $10.7 million pre-tax gain related to the sale of its Mexico business. The increase in the fair value during the second quarter of 2007 that was realized upon sale of the Mexico business was largely due to the resolution of uncertainties regarding completion of the pending sale.

(b) In the second quarter of 2008, Alliant Energy reached a settlement with the IRS that finalized the audit of its U.S. federal income tax returns for calendar years 2002 through 2004. As a result of completing the audit and recording known adjustments for the tax returns for calendar years 2005 and 2006, Alliant Energy recorded decreases in its liabilities for unrecognized tax benefits and related interest, net of tax, and changes to its provision for income taxes including the impact of $9.0 million of income tax benefits allocated to its discontinued operations in the second quarter of 2008 largely related to its former Australia and China businesses.

(15) ASSET RETIREMENT OBLIGATIONS (AROs)

A reconciliation of the changes in AROs associated with long-lived assets is as follows (in millions):

	Alliant Energy		IPL		WPL
	2008	2007	2008	2007	2008	2007
Balance at Jan. 1	$42.8	$38.5	$30.9	$27.1	$11.9	$11.4
Revisions in estimated cash flows (a)	5.7	0.1	5.7	--	--	0.1
Liabilities incurred (b)	3.1	0.5	--	0.5	3.1	--
Accretion expense	1.2	1.1	0.9	0.8	0.3	0.3
Liabilities settled	(0.5)	--	(0.5)	--	--	--
Balance at June 30	$52.3	$40.2	$37.0	$28.4	$15.3	$11.8

(a) In the second quarter of 2008, IPL increased its AROs by $5.7 million as a result of accelerating anticipated asbestos remediation expenditures at its Sixth Street and Prairie Creek generating stations due to the impacts of the severe Midwest flooding at these generating stations in June 2008.

(b) In the second quarter of 2008, WPL recorded an ARO of $3.1 million related to its Cedar Ridge wind farm.

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(16) VARIABLE INTEREST ENTITIES

After making an ongoing exhaustive effort, Alliant Energy concluded it was unable to obtain the information necessary from the counterparties (subsidiaries of Calpine Corporation (Calpine)) for the Riverside and RockGen Energy Center (RockGen) purchased power agreements (PPAs) to determine whether the counterparties are variable interest entities per FIN 46R, “Consolidation of Variable Interest Entities,” and if Alliant Energy is the primary beneficiary. These PPAs are currently accounted for as operating leases. The counterparties sell some or all of their generating capacity to WPL and can sell their energy output to WPL. Alliant Energy’s maximum exposure to loss from these PPAs is undeterminable due to the inability to obtain the necessary information to complete such evaluation. Alliant Energy’s (primarily WPL’s) costs, excluding fuel costs, related to the Riverside PPA were $19.6 million and $28.2 million for the three and six months ended June 30, 2008, and $20.7 million and $29.5 million for the three and six months ended June 30, 2007, respectively. WPL’s costs, excluding fuel costs, related to the RockGen PPA were $4.0 million and $8.0 million for the three and six months ended June 30, 2008, and $3.9 million and $7.8 million for the three and six months ended June 30, 2007, respectively.

(17) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Alliant Energy has fully and unconditionally guaranteed the payment of principal and interest on the exchangeable senior notes issued by Resources (a wholly-owned subsidiary of Alliant Energy) and, as a result, is required to present condensed consolidating financial statements. No Alliant Energy subsidiaries are guarantors of Resources’ debt securities. The “Other Alliant Energy Subsidiaries” column includes amounts for IPL, WPL and Corporate Services. Alliant Energy’s condensed consolidating financial statements are as follows:

20

Alliant Energy Corporation Condensed Consolidating Statements of Income (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
	(in millions)
Three Months Ended June 30, 2008
Operating revenues:
Utility:
Electric	$-		$-		$576	.7	$-		$576	.7
Gas	-		-		121	.1	-		121	.1
Other	-		-		15	.6	-		15	.6
Non-regulated	0	.8	115	.6	83	.1	(85	.5)	114	.0
	0	.8	115	.6	796	.5	(85	.5)	827	.4
Operating expenses:
Utility:
Electric production fuel and purchased power	-		-		305	.2	-		305	.2
Cost of gas sold	-		-		86	.8	-		86	.8
Other operation and maintenance	-		-		169	.0	-		169	.0
Non-regulated operation and maintenance	(0	.1)	98	.9	78	.0	(80	.3)	96	.5
Depreciation and amortization	-		2	.8	62	.2	(3	.3)	61	.7
Taxes other than income taxes	-		2	.0	25	.9	(1	.7)	26	.2
	(0	.1)	103	.7	727	.1	(85	.3)	745	.4
Operating income	0	.9	11	.9	69	.4	(0	.2)	82	.0
Interest expense and other:
Interest expense	0	.1	3	.5	30	.7	(4	.0)	30	.3
Equity (income) loss from unconsolidated investments, net	-		0	.9	(8	.1)	-		(7	.2)
Allowance for funds used during construction	-		-		(4	.4)	0	.2	(4	.2)
Preferred dividend requirements of subsidiaries	-		-		4	.7	-		4	.7
Interest income and other	(61	.2)	(4	.6)	0	.4	61	.2	(4	.2)
	(61	.1)	(0	.2)	23	.3	57	.4	19	.4
Income from continuing operations before income taxes	62	.0	12	.1	46	.1	(57	.6)	62	.6
Income tax expense (benefit)	1	.3	(0	.5)	9	.9	0	.1	10	.8
Income from continuing operations	60	.7	12	.6	36	.2	(57	.7)	51	.8
Income from discontinued operations, net of tax	-		9	.0	-		-		9	.0
Net income	$60	.7	$21	.6	$36	.2	($57	.7)	$60	.8
Three Months Ended June 30, 2007
Operating revenues:
Utility:
Electric	$-		$-		$565	.5	$-		$565	.5
Gas	-		-		94	.0	-		94	.0
Other	-		-		15	.4	-		15	.4
Non-regulated	-		72	.7	82	.2	(83	.6)	71	.3
	-		72	.7	757	.1	(83	.6)	746	.2
Operating expenses:
Utility:
Electric production fuel and purchased power	-		-		292	.9	-		292	.9
Cost of gas sold	-		-		60	.9	-		60	.9
Other operation and maintenance	-		-		142	.3	-		142	.3
Non-regulated operation and maintenance	0	.3	61	.6	73	.4	(75	.2)	60	.1
Depreciation and amortization	-		3	.1	69	.4	(6	.5)	66	.0
Taxes other than income taxes	-		1	.7	27	.0	(1	.7)	27	.0
	0	.3	66	.4	665	.9	(83	.4)	649	.2
Operating income (loss)	(0	.3)	6	.3	91	.2	(0	.2)	97	.0
Interest expense and other:
Interest expense	-		4	.2	28	.2	(4	.7)	27	.7
Equity (income) loss from unconsolidated investments, net	-		0	.1	(7	.1)	-		(7	.0)
Allowance for funds used during construction	-		-		(2	.0)	0	.1	(1	.9)
Preferred dividend requirements of subsidiaries	-		-		4	.7	-		4	.7
Interest income and other	(48	.9)	(4	.6)	(0	.2)	51	.3	(2	.4)
	(48	.9)	(0	.3)	23	.6	46	.7	21	.1
Income from continuing operations before income taxes	48	.6	6	.6	67	.6	(46	.9)	75	.9
Income taxes	0	.2	3	.4	27	.3	-		30	.9
Income from continuing operations	48	.4	3	.2	40	.3	(46	.9)	45	.0
Income from discontinued operations, net of tax	-		3	.6	-		-		3	.6
Net income	$48	.4	$6	.8	$40	.3	($46	.9)	$48	.6

21

Alliant Energy Corporation Condensed Consolidating Statements of Income (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
	(in millions)
Six Months Ended June 30, 2008
Operating revenues:
Utility:
Electric	$-		$-		$1,144	.4	$-		$1,144	.4
Gas	-		-		429	.6	-		429	.6
Other	-		-		33	.5	-		33	.5
Non-regulated	0	.8	214	.6	158	.4	(161	.9)	211	.9
	0	.8	214	.6	1,765	.9	(161	.9)	1,819	.4
Operating expenses:
Utility:
Electric production fuel and purchased power	-		-		606	.7	-		606	.7
Cost of gas sold	-		-		318	.9	-		318	.9
Other operation and maintenance	-		-		333	.8	-		333	.8
Non-regulated operation and maintenance	(0	.1)	180	.8	149	.8	(153	.2)	177	.3
Depreciation and amortization	-		5	.7	124	.2	(6	.6)	123	.3
Taxes other than income taxes	-		4	.0	50	.2	(1	.9)	52	.3
	(0	.1)	190	.5	1,583	.6	(161	.7)	1,612	.3
Operating income	0	.9	24	.1	182	.3	(0	.2)	207	.1
Interest expense and other:
Interest expense	0	.1	7	.1	60	.9	(8	.1)	60	.0
Equity (income) loss from unconsolidated investments, net	-		0	.9	(15	.6)	-		(14	.7)
Allowance for funds used during construction	-		-		(7	.7)	0	.3	(7	.4)
Preferred dividend requirements of subsidiaries	-		-		9	.4	-		9	.4
Interest income and other	(130	.0)	(9	.7)	(0	.6)	129	.0	(11	.3)
	(129	.9)	(1	.7)	46	.4	121	.2	36	.0
Income from continuing operations before income taxes	130	.8	25	.8	135	.9	(121	.4)	171	.1
Income taxes	2	.2	4	.8	44	.1	0	.1	51	.2
Income from continuing operations	128	.6	21	.0	91	.8	(121	.5)	119	.9
Income from discontinued operations, net of tax	-		9	.0	-		-		9	.0
Net income	$128	.6	$30	.0	$91	.8	($121	.5)	$128	.9
Six Months Ended June 30, 2007
Operating revenues:
Utility:
Electric	$-		$-		$1,119	.0	$-		$1,119	.0
Gas	-		-		382	.3	-		382	.3
Other	-		-		33	.4	-		33	.4
Non-regulated	-		127	.0	162	.6	(165	.4)	124	.2
	-		127	.0	1,697	.3	(165	.4)	1,658	.9
Operating expenses:
Utility:
Electric production fuel and purchased power	-		-		573	.2	-		573	.2
Cost of gas sold	-		-		272	.8	-		272	.8
Other operation and maintenance	-		-		306	.9	-		306	.9
Non-regulated operation and maintenance	0	.3	104	.3	145	.5	(148	.7)	101	.4
Depreciation and amortization	0	.1	6	.2	138	.9	(13	.2)	132	.0
Taxes other than income taxes	-		3	.4	54	.3	(2	.9)	54	.8
	0	.4	113	.9	1,491	.6	(164	.8)	1,441	.1
Operating income (loss)	(0	.4)	13	.1	205	.7	(0	.6)	217	.8
Interest expense and other:
Interest expense	0	.2	9	.4	57	.9	(10	.2)	57	.3
Equity income from unconsolidated investments, net	-		(0	.7)	(13	.8)	-		(14	.5)
Allowance for funds used during construction	-		-		(3	.6)	0	.2	(3	.4)
Preferred dividend requirements of subsidiaries	-		-		9	.4	-		9	.4
Interest income and other	(113	.8)	(13	.5)	(1	.3)	117	.7	(10	.9)
	(113	.6)	(4	.8)	48	.6	107	.7	37	.9
Income from continuing operations before income taxes	113	.2	17	.9	157	.1	(108	.3)	179	.9
Income taxes	1	.0	8	.5	60	.1	0	.1	69	.7
Income from continuing operations	112	.2	9	.4	97	.0	(108	.4)	110	.2
Income from discontinued operations, net of tax	-		2	.3	-		-		2	.3
Net income	$112	.2	$11	.7	$97	.0	($108	.4)	$112	.5

22

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of June 30, 2008 (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS	(in millions)
Property, plant and equipment:
Utility:
Electric plant in service	$-		$-		$5,670	.4	$-		$5,670	.4
Gas plant in service	-		-		741	.0	-		741	.0
Other plant in service	-		-		468	.4	-		468	.4
Accumulated depreciation	-		-		(2,689	.8)	-		(2,689	.8)
Leased Sheboygan Falls Energy Facility, net	-		-		104	.8	(104	.8)	-
Construction work in progress:
Whispering Willow - East Wind Farm	-		-		151	.2	-		151	.2
Cedar Ridge Wind Farm	-		-		109	.5	-		109	.5
Other	-		-		179	.5	-		179	.5
Other, net	-		-		22	.5	-		22	.5
Total utility	-		-		4,757	.5	(104	.8)	4,652	.7
Non-regulated and other, net	-		170	.5	41	.2	128	.0	339	.7
	-		170	.5	4,798	.7	23	.2	4,992	.4
Current assets:
Cash and cash equivalents	461	.0	65	.1	47	.8	-		573	.9
Income tax refunds receivable	0	.1	17	.2	57	.9	(0	.7)	74	.5
Gas stored underground, at weighted average cost	-		-		37	.1	-		37	.1
Regulatory assets	-		-		28	.7	-		28	.7
Derivative assets	-		0	.1	108	.0	-		108	.1
Other	0	.1	115	.0	542	.8	(104	.1)	553	.8
	461	.2	197	.4	822	.3	(104	.8)	1,376	.1
Investments:
Consolidated subsidiaries	2,263	.1	-		-		(2,263	.1)	-
Other	17	.0	13	.0	220	.1	-		250	.1
	2,280	.1	13	.0	220	.1	(2,263	.1)	250	.1
Other assets	4	.8	175	.0	820	.7	(215	.2)	785	.3
Total assets	$2,746	.1	$555	.9	$6,661	.8	($2,559	.9)	$7,403	.9
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,495	.3	$262	.8	$1,643	.0	($1,905	.8)	$1,495	.3
Retained earnings	1,252	.3	(104	.2)	459	.1	(352	.9)	1,254	.3
Accumulated other comprehensive income	2	.8	2	.9	-		(2	.9)	2	.8
Shares in deferred compensation trust	(7	.6)	-		-		-		(7	.6)
Total common equity	2,742	.8	161	.5	2,102	.1	(2,261	.6)	2,744	.8
Cumulative preferred stock of subsidiaries, net	-		-		243	.8	-		243	.8
Long-term debt, net (excluding current portion)	-		105	.6	1,297	.6	-		1,403	.2
	2,742	.8	267	.1	3,643	.5	(2,261	.6)	4,391	.8
Current liabilities:
Commercial paper	-		-		207	.0	-		207	.0
Other short-term borrowings	-		-		0	.1	-		0	.1
Regulatory liabilities	-		-		125	.1	-		125	.1
Accrued taxes	-		2	.7	49	.6	(0	.7)	51	.6
Other	3	.8	92	.9	700	.1	(104	.9)	691	.9
	3	.8	95	.6	1,081	.9	(105	.6)	1,075	.7
Other long-term liabilities and deferred credits:
Deferred income taxes	(2	.2)	177	.3	679	.6	1	.4	856	.1
Other	1	.7	13	.8	1,256	.8	(194	.1)	1,078	.2
	(0	.5)	191	.1	1,936	.4	(192	.7)	1,934	.3
Minority interest	-		2	.1	-		-		2	.1
Total capitalization and liabilities	$2,746	.1	$555	.9	$6,661	.8	($2,559	.9)	$7,403	.9

23

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2007 (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS	(in millions)
Property, plant and equipment:
Utility:
Electric plant in service	$-		$-		$5,633	.7	$-		$5,633	.7
Gas plant in service	-		-		726	.3	-		726	.3
Other plant in service	-		-		466	.8	-		466	.8
Accumulated depreciation	-		-		(2,692	.5)	-		(2,692	.5)
Leased Sheboygan Falls Energy Facility, net	-		-		107	.9	(107	.9)	-
Construction work in progress:
Cedar Ridge Wind Farm	-		-		41	.8	-		41	.8
Other	-		-		153	.6	-		153	.6
Other, net	-		-		4	.6	-		4	.6
Total utility	-		-		4,442	.2	(107	.9)	4,334	.3
Non-regulated and other, net	-		176	.2	39	.4	130	.0	345	.6
	-		176	.2	4,481	.6	22	.1	4,679	.9
Current assets:
Cash and cash equivalents	589	.3	93	.7	62	.6	-		745	.6
Income tax refunds receivable	-		0	.1	47	.3	(33	.9)	13	.5
Gas stored underground, at weighted average cost	-		-		70	.5	-		70	.5
Regulatory assets	-		-		58	.5	-		58	.5
Derivative assets	-		0	.2	33	.9	-		34	.1
Other	2	.9	71	.0	565	.2	(89	.0)	550	.1
	592	.2	165	.0	838	.0	(122	.9)	1,472	.3
Investments:
Consolidated subsidiaries	2,093	.2	-		-		(2,093	.2)	-
Other	16	.2	9	.0	212	.7	-		237	.9
	2,109	.4	9	.0	212	.7	(2,093	.2)	237	.9
Other assets	4	.6	175	.0	859	.9	(239	.9)	799	.6
Total assets	$2,706	.2	$525	.2	$6,392	.2	($2,433	.9)	$7,189	.7
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,484	.5	$262	.8	$1,542	.8	($1,805	.6)	$1,484	.5
Retained earnings	1,203	.5	(134	.0)	421	.7	(286	.0)	1,205	.2
Accumulated other comprehensive income	0	.2	0	.2	-		(0	.2)	0	.2
Shares in deferred compensation trust	(8	.7)	-		-		-		(8	.7)
Total common equity	2,679	.5	129	.0	1,964	.5	(2,091	.8)	2,681	.2
Cumulative preferred stock of subsidiaries, net	-		-		243	.8	-		243	.8
Long-term debt, net (excluding current portion)	-		106	.0	1,298	.5	-		1,404	.5
	2,679	.5	235	.0	3,506	.8	(2,091	.8)	4,329	.5
Current liabilities:
Commercial paper	-		-		81	.8	-		81	.8
Other short-term borrowings	-		-		29	.5	-		29	.5
Regulatory liabilities	-		-		86	.5	-		86	.5
Accrued taxes	6	.1	34	.1	68	.4	(33	.9)	74	.7
Other	5	.7	71	.9	676	.8	(89	.9)	664	.5
	11	.8	106	.0	943	.0	(123	.8)	937	.0
Other long-term liabilities and deferred credits:
Deferred income taxes	(2	.1)	148	.7	675	.1	1	.2	822	.9
Other	17	.0	31	.6	1,267	.3	(219	.5)	1,096	.4
	14	.9	180	.3	1,942	.4	(218	.3)	1,919	.3
Minority interest	-		3	.9	-		-		3	.9
Total capitalization and liabilities	$2,706	.2	$525	.2	$6,392	.2	($2,433	.9)	$7,189	.7

24

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Six Months Ended June 30, 2008	(in millions)
Net cash flows from (used for) operating activities	$46	.8	($25	.7)	$291	.3	($61	.9)	$250	.5
Cash flows used for investing activities:
Construction and acquisition expenditures:
Utility business	-		-		(429	.5)	-		(429	.5)
Alliant Energy Corporate Services, Inc. and
non-regulated businesses	-		(6	.5)	(7	.8)	-		(14	.3)
Proceeds from asset sales	-		3	.3	(0	.9)	-		2	.4
Other	(99	.9)	0	.1	18	.4	99	.4	18	.0
Net cash flows used for investing activities	(99	.9)	(3	.1)	(419	.8)	99	.4	(423	.4)
Cash flows from (used for) financing activities:
Common stock dividends	(77	.1)	-		(51	.9)	51	.9	(77	.1)
Repurchase of common stock	(1	.5)	-		-		-		(1	.5)
Proceeds from issuance of common stock	1	.3	-		-		-		1	.3
Reductions in long-term debt	-		(2	.1)	(1	.0)	-		(3	.1)
Net change in short-term borrowings	-		-		95	.8	-		95	.8
Other	2	.1	2	.3	70	.8	(89	.4)	(14	.2)
Net cash flows from (used for) financing activities	(75	.2)	0	.2	113	.7	(37	.5)	1	.2
Net decrease in cash and cash equivalents	(128	.3)	(28	.6)	(14	.8)	-		(171	.7)
Cash and cash equivalents at beginning of period	589	.3	93	.7	62	.6	-		745	.6
Cash and cash equivalents at end of period	$461	.0	$65	.1	$47	.8	$-		$573	.9
Six Months Ended June 30, 2007
Net cash flows from operating activities	$92	.6	$17	.5	$309	.3	($118	.7)	$300	.7
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Utility business	-		-		(230	.3)	-		(230	.3)
Alliant Energy Corporate Services, Inc. and
non-regulated businesses	-		(4	.8)	(5	.7)	-		(10	.5)
Proceeds from asset sales	-		72	.5	51	.6	-		124	.1
Other	(4	.9)	13	.2	(20	.1)	10	.7	(1	.1)
Net cash flows from (used for) investing activities	(4	.9)	80	.9	(204	.5)	10	.7	(117	.8)
Cash flows used for financing activities:
Common stock dividends	(72	.8)	-		(100	.6)	100	.6	(72	.8)
Repurchase of common stock	(235	.6)	-		-		-		(235	.6)
Proceeds from issuance of common stock	32	.6	-		-		-		32	.6
Reductions in long-term debt	-		(37	.7)	(184	.8)	-		(222	.5)
Net change in short-term borrowings	130	.0	(130	.0)	165	.7	-		165	.7
Other	(0	.3)	3	.8	(1	.9)	7	.4	9	.0
Net cash flows used for financing activities	(146	.1)	(163	.9)	(121	.6)	108	.0	(323	.6)
Net decrease in cash and cash equivalents	(58	.4)	(65	.5)	(16	.8)	-		(140	.7)
Cash and cash equivalents at beginning of period	167	.1	67	.3	31	.6	-		266	.0
Cash and cash equivalents at end of period	$108	.7	$1	.8	$14	.8	$-		$125	.3

25

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows (Continued) (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
	(in millions)
Supplemental Cash Flows Information:
Six Months Ended June 30, 2008
Cash paid during the period for:
Income taxes, net of refunds	$6	.7	$55	.6	$71	.0	$	-	$133	.3
Interest, net of capitalized interest	1	.6	15	.2	55	.3		-	72	.1
Six Months Ended June 30, 2007
Cash paid (refunded) during the period for:
Income taxes, net of refunds	$16	.9	($24	.2)	$70	.5	$	-	$63	.2
Interest, net of capitalized interest	0	.6	4	.7	58	.0		-	63	.3
Noncash investing and financing activities:
Debt assumed by buyer of Mexico business	-		5	.0	-			-	5	.0

26

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2008		2007		2008		2007
	(in millions)
Operating revenues:
Electric utility	$301	.7	$294	.8	$578	.8	$573	.1
Gas utility	70	.6	55	.1	250	.7	221	.6
Steam and other	13	.1	12	.7	29	.2	29	.1
	385	.4	362	.6	858	.7	823	.8
Operating expenses:
Electric production fuel and purchased power	142	.0	129	.0	263	.0	251	.7
Cost of gas sold	52	.0	37	.3	191	.9	165	.0
Other operation and maintenance	112	.3	87	.7	220	.6	189	.8
Depreciation and amortization	32	.8	36	.1	65	.1	71	.9
Taxes other than income taxes	14	.0	15	.4	27	.9	31	.5
	353	.1	305	.5	768	.5	709	.9
Operating income	32	.3	57	.1	90	.2	113	.9
Interest expense and other:
Interest expense	14	.9	16	.3	29	.4	32	.6
Allowance for funds used during construction	(1	.9)	(1	.5)	(3	.2)	(2	.6)
Interest income	-		(0	.2)	(0	.5)	(0	.7)
	13	.0	14	.6	25	.7	29	.3
Income before income taxes	19	.3	42	.5	64	.5	84	.6
Income tax expense (benefit)	(1	.2)	16	.1	14	.8	31	.4
Net income	20	.5	26	.4	49	.7	53	.2
Preferred dividend requirements	3	.8	3	.8	7	.7	7	.7
Earnings available for common stock	$16	.7	$22	.6	$42	.0	$45	.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

27

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2008		2007
	(in millions)
Property, plant and equipment:
Electric plant in service	$3,411	.8	$3,419	.3
Gas plant in service	384	.0	378	.7
Steam plant in service	51	.4	54	.0
Other plant in service	227	.0	228	.0
Accumulated depreciation	(1,547	.6)	(1,584	.3)
Net plant	2,526	.6	2,495	.7
Construction work in progress:
Whispering Willow - East Wind Farm	151	.2	-
Other	107	.1	92	.8
Other, less accumulated depreciation	19	.0	2	.0
	2,803	.9	2,590	.5
Current assets:
Cash and cash equivalents	0	.6	39	.4
Accounts receivable:
Customer, less allowance for doubtful accounts	29	.9	79	.8
Other, less allowance for doubtful accounts	47	.0	25	.2
Income tax refunds receivable	47	.9	44	.6
Production fuel, at weighted average cost	58	.7	55	.2
Materials and supplies, at weighted average cost	23	.0	21	.5
Gas stored underground, at weighted average cost	2	.6	32	.6
Regulatory assets	16	.4	31	.2
Derivative assets	81	.4	19	.0
Other	10	.4	6	.6
	317	.9	355	.1
Investments	16	.0	17	.6
Other assets:
Regulatory assets	283	.8	294	.8
Deferred charges and other	122	.3	104	.0
	406	.1	398	.8
Total assets	$3,543	.9	$3,362	.0

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

28

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2008		2007
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $2.50 par value - authorized 24,000,000 shares;
13,370,788 shares outstanding	$33	.4	$33	.4
Additional paid-in capital	973	.1	873	.1
Retained earnings	32	.6	21	.0
Total common equity	1,039	.1	927	.5
Cumulative preferred stock	183	.8	183	.8
Long-term debt, net (excluding current portion)	760	.5	761	.5
	1,983	.4	1,872	.8
Current liabilities:
Current maturities	2	.3	2	.3
Commercial paper	69	.0	-
Other short-term borrowings	0	.1	29	.5
Accounts payable	123	.1	141	.6
Accounts payable to associated companies	40	.4	28	.8
Regulatory liabilities	85	.9	37	.3
Accrued taxes	47	.1	50	.8
Other	90	.3	80	.9
	458	.2	371	.2
Other long-term liabilities and deferred credits:
Deferred income taxes	416	.6	422	.6
Regulatory liabilities	498	.5	482	.5
Pension and other benefit obligations	51	.7	50	.7
Other	135	.5	162	.2
	1,102	.3	1,118	.0
Total capitalization and liabilities	$3,543	.9	$3,362	.0

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

29

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2008		2007
	(in millions)
Cash flows from operating activities:
Net income	$49	.7	$53	.2
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	65	.1	71	.9
Deferred tax expense (benefit) and investment tax credits	(11	.7)	1	.0
Other	8	.5	3	.0
Other changes in assets and liabilities:
Accounts receivable	(9	.0)	57	.1
Sale of accounts receivable	40	.0	-
Gas stored underground	30	.0	21	.9
Regulatory assets	9	.7	50	.4
Derivative assets	(78	.8)	(1	.5)
Accounts payable	(14	.4)	(20	.7)
Accrued taxes	(3	.1)	(11	.3)
Regulatory liabilities	63	.1	(8	.8)
Derivative liabilities	(3	.5)	(25	.6)
Other	(16	.3)	(4	.9)
Net cash flows from operating activities	129	.3	185	.7
Cash flows used for investing activities:
Utility construction and acquisition expenditures	(260	.3)	(135	.9)
Proceeds from sale of utility assets in Illinois	-		28	.1
Purchases of emission allowances	-		(23	.9)
Other	(6	.4)	(5	.1)
Net cash flows used for investing activities	(266	.7)	(136	.8)
Cash flows from (used for) financing activities:
Common stock dividends	(29	.1)	(55	.0)
Preferred stock dividends	(7	.7)	(7	.7)
Capital contribution from parent	100	.0	-
Reductions in long-term debt	(1	.0)	(79	.8)
Net change in short-term borrowings	39	.6	88	.6
Other	(3	.2)	4	.8
Net cash flows from (used for) financing activities	98	.6	(49	.1)
Net decrease in cash and cash equivalents	(38	.8)	(0	.2)
Cash and cash equivalents at beginning of period	39	.4	0	.5
Cash and cash equivalents at end of period	$0	.6	$0	.3
Supplemental cash flows information:
Cash paid during the period for:
Interest	$27	.1	$34	.9
Income taxes, net of refunds	$32	.0	$41	.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

30

INTERSTATE POWER AND LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy “Notes to Condensed Consolidated Financial Statements” are incorporated by reference insofar as they relate to IPL. The notes that follow herein set forth additional specific information for IPL and are numbered to be consistent with the Alliant Energy “Notes to Condensed Consolidated Financial Statements.”

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by IPL, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include IPL and its consolidated subsidiaries. IPL is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in IPL’s latest combined Annual Report on Form 10-K.

In the opinion of management, all adjustments, which unless otherwise noted are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2008 and 2007, the condensed consolidated financial position at June 30, 2008 and Dec. 31, 2007, and the condensed consolidated statements of cash flows for the six months ended June 30, 2008 and 2007 have been made. Results for the three and six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2008. A change in management’s estimates or assumptions could have a material impact on IPL’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period financial statement presentation.

(3) COMPREHENSIVE INCOME

IPL’s comprehensive income, and the components of other comprehensive income, net of taxes, for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Earnings available for common stock	$16.7	$22.6	$42.0	$45.5
Other comprehensive income:
Pension and other postretirement benefits
amortizations, net of tax	--	0.1	--	0.1
Comprehensive income	$16.7	$22.7	$42.0	$45.6

(6) BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans - The components of IPL’s qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Qualified Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Service cost	$1.5	$1.6	$3.0	$3.1	$0.7	$0.7	$1.4	$1.4
Interest cost	4.0	3.6	7.9	7.2	1.8	1.8	3.6	3.6
Expected return on plan assets	(5.4)	(4.8)	(10.8)	(9.6)	(1.5)	(1.4)	(3.0)	(2.8)
Amortization of:
Transition obligation	--	--	--	--	0.1	0.1	0.1	0.1
Prior service cost (credit)	0.2	0.2	0.5	0.5	(0.4)	(0.5)	(0.8)	(0.9)
Actuarial loss	--	0.3	0.1	0.6	0.5	0.7	1.0	1.4
	$0.3	$0.9	$0.7	$1.8	$1.2	$1.4	$2.3	$2.8

In the above table, the pension benefits costs represent only those respective costs for bargaining unit employees of IPL covered under the bargaining unit pension plans that are sponsored by IPL. The other postretirement benefits costs represent costs for all IPL employees. Corporate Services provides services to IPL and, as a result, IPL is allocated pension and other postretirement benefits costs associated with Corporate Services. The following table includes qualified pension benefits costs (credits) for IPL’s non-bargaining employees who are participants in other Alliant Energy plans, and the allocated pension and other postretirement benefits costs associated with Corporate Services for IPL for the three and six months ended June 30 as follows (in millions):

31

	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Non-bargaining IPL employees
participating in other plans	($0.9)	($0.4)	($1.8)	($0.7)	N/A	N/A	N/A	N/A
Allocated Corporate Services costs	0.2	1.9	0.5	2.7	$0.3	$0.4	$0.7	$0.7

Included in pension benefits for allocated Corporate Services costs for the three and six months ended June 30, 2007 was a settlement loss of $1.2 million related to payments made to a retired executive.

IPL estimates that funding for the qualified pension plans for its bargaining unit employees and other postretirement benefits plans for 2008 will be $0 and $5 million, respectively, of which $2 million has been contributed to the other postretirement benefits plans through June 30, 2008.

(10) FAIR VALUE MEASUREMENTS

On Jan. 1, 2008, IPL adopted the provisions of SFAS 157, with the exception of nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities. These nonrecurring nonfinancial assets and nonfinancial liabilities included asset retirement obligations. Refer to Notes 1(g) and 10 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on SFAS 157.

IPL’s recurring fair value measurements subject to the disclosure requirements of SFAS 157 at June 30, 2008 were as follows (in millions):

		Fair Value Measurements at June 30, 2008 Using:
		Quoted Prices
		in Active	Significant
		Markets for	Other	Significant
	Fair Value	Identical Assets	Observable	Unobservable
	Measurements	or Liabilities	Inputs	Inputs
	at June 30, 2008	(Level 1)	(Level 2)	(Level 3)
Assets:
Derivative assets	$100.2	$--	$81.2	$19.0
Available-for-sale securities	2.8	2.8	--	--
Liabilities:
Derivative liabilities	14.6	--	3.5	11.1

Additional information for IPL’s recurring fair value measurements using significant unobservable inputs (Level 3 inputs) for the three and six months ended June 30, 2008 is as follows (in millions):

	Derivative Assets
	and Liabilities, net
Three months ended June 30, 2008
Beginning balance, April 1, 2008	$4.4
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	6.6
Purchases, sales, issuances and settlements, net	(3.1)
Ending balance, June 30, 2008	$7.9
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$7.9
Six months ended June 30, 2008
Beginning balance, Jan. 1, 2008	$15.0
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	0.4
Purchases, sales, issuances and settlements, net	(7.5)
Ending balance, June 30, 2008	$7.9
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$7.9

(a) Recorded in “Regulatory assets” and “Regulatory liabilities” on IPL’s Condensed Consolidated Balance Sheet.

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(13) SEGMENTS OF BUSINESS

Certain financial information relating to IPL’s business segments is as follows. Intersegment revenues were not material to IPL’s operations.

	Electric	Gas	Other	Total
	(in millions)
Three Months Ended June 30, 2008
Operating revenues	$301.7	$70.6	$13.1	$385.4
Operating income (loss)	31.7	1.9	(1.3)	32.3
Earnings available for common stock				16.7
Three Months Ended June 30, 2007
Operating revenues	$294.8	$55.1	$12.7	$362.6
Operating income (loss)	57.5	0.4	(0.8)	57.1
Earnings available for common stock				22.6
Six Months Ended June 30, 2008
Operating revenues	$578.8	$250.7	$29.2	$858.7
Operating income	67.2	20.5	2.5	90.2
Earnings available for common stock				42.0
Six Months Ended June 30, 2007
Operating revenues	$573.1	$221.6	$29.1	$823.8
Operating income (loss)	99.1	15.0	(0.2)	113.9
Earnings available for common stock				45.5

(18) RELATED PARTIES

IPL and WPL are parties to a system coordination and operating agreement. The agreement, which has been approved by FERC, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. Prior to June 1, 2008, the agreement allowed the interconnected system to be operated as a single entity with off-system sales and purchases made to market excess system capability or to meet system capability deficiencies. Such sales and purchases were allocated among IPL and WPL based on procedures included in the agreement. Effective June 1, 2008, a change was made to designate IPL and WPL as two separate entities transacting with MISO. This change eliminated the need for internal allocations based on procedures in the agreement and resulted in separate statements from MISO of sales and purchases for IPL and WPL.

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WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2008		2007		2008		2007
	(in millions)
Operating revenues:
Electric utility	$275	.0	$270	.7	$565	.6	$545	.9
Gas utility	50	.5	38	.9	178	.9	160	.7
Other	2	.5	2	.7	4	.3	4	.3
	328	.0	312	.3	748	.8	710	.9
Operating expenses:
Electric production fuel and purchased power	163	.2	163	.9	343	.7	321	.5
Cost of gas sold	34	.8	23	.6	127	.0	107	.8
Other operation and maintenance	56	.7	54	.6	113	.2	117	.1
Depreciation and amortization	26	.6	27	.3	53	.6	54	.8
Taxes other than income taxes	10	.4	9	.8	20	.6	19	.9
	291	.7	279	.2	658	.1	621	.1
Operating income	36	.3	33	.1	90	.7	89	.8
Interest expense and other:
Interest expense	15	.1	11	.0	29	.8	23	.0
Equity income from unconsolidated investments	(8	.1)	(7	.1)	(15	.6)	(13	.8)
Allowance for funds used during construction	(2	.3)	(0	.4)	(4	.2)	(0	.8)
Interest income and other	-		-		(0	.1)	(0	.3)
	4	.7	3	.5	9	.9	8	.1
Income before income taxes	31	.6	29	.6	80	.8	81	.7
Income taxes	11	.2	11	.0	29	.3	28	.5
Net income	20	.4	18	.6	51	.5	53	.2
Preferred dividend requirements	0	.9	0	.9	1	.7	1	.7
Earnings available for common stock	$19	.5	$17	.7	$49	.8	$51	.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2008		2007
	(in millions)
Property, plant and equipment:
Electric plant in service	$2,258	.6	$2,214	.4
Gas plant in service	357	.0	347	.6
Other plant in service	190	.0	184	.8
Accumulated depreciation	(1,142	.2)	(1,108	.2)
Net plant	1,663	.4	1,638	.6
Leased Sheboygan Falls Energy Facility, less accumulated amortization	104	.8	107	.9
Construction work in progress:
Cedar Ridge Wind Farm	109	.5	41	.8
Other	72	.4	60	.8
Other, less accumulated depreciation	3	.5	2	.6
	1,953	.6	1,851	.7
Current assets:
Cash and cash equivalents	11	.7	0	.4
Accounts receivable:
Customer, less allowance for doubtful accounts	154	.1	168	.6
Other, less allowance for doubtful accounts	27	.6	14	.5
Production fuel, at weighted average cost	31	.5	37	.0
Materials and supplies, at weighted average cost	22	.7	21	.5
Gas stored underground, at weighted average cost	34	.5	37	.9
Regulatory assets	12	.3	27	.3
Prepaid gross receipts tax	36	.1	36	.7
Derivative assets	26	.7	14	.9
Other	21	.9	24	.5
	379	.1	383	.3
Investments:
Investment in American Transmission Company LLC	181	.6	172	.2
Other	22	.6	23	.1
	204	.2	195	.3
Other assets:
Regulatory assets	194	.7	196	.9
Deferred charges and other	144	.7	161	.4
	339	.4	358	.3
Total assets	$2,876	.3	$2,788	.6

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

35

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2008		2007
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $5 par value - authorized 18,000,000 shares;
13,236,601 shares outstanding	$66	.2	$66	.2
Additional paid-in capital	568	.9	568	.8
Retained earnings	427	.6	401	.8
Total common equity	1,062	.7	1,036	.8
Cumulative preferred stock	60	.0	60	.0
Long-term debt, net (excluding current portion)	537	.0	537	.0
	1,659	.7	1,633	.8
Current liabilities:
Current maturities	60	.0	60	.0
Commercial paper	138	.0	81	.8
Accounts payable	114	.2	109	.6
Accounts payable to associated companies	42	.8	38	.3
Regulatory liabilities	39	.2	49	.2
Other	43	.7	42	.1
	437	.9	381	.0
Other long-term liabilities and deferred credits:
Deferred income taxes	282	.5	269	.9
Regulatory liabilities	174	.6	173	.9
Capital lease obligations - Sheboygan Falls Energy Facility	114	.8	116	.1
Pension and other benefit obligations	72	.5	71	.0
Other	134	.3	142	.9
	778	.7	773	.8
Total capitalization and liabilities	$2,876	.3	$2,788	.6

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2008		2007
	(in millions)
Cash flows from operating activities:
Net income	$51	.5	$53	.2
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	53	.6	54	.8
Other amortizations	19	.2	19	.4
Deferred tax expense (benefit) and investment tax credits	13	.6	(4	.6)
Equity income from unconsolidated investments	(15	.6)	(13	.8)
Distributions from equity method investments	12	.8	9	.9
Other	(2	.9)	(0	.7)
Other changes in assets and liabilities:
Accounts receivable	1	.4	38	.4
Gas stored underground	3	.4	(20	.0)
Derivative assets	(11	.9)	2	.9
Regulatory assets	6	.1	31	.5
Accounts payable	25	.2	11	.2
Derivative liabilities	(1	.0)	(28	.2)
Regulatory liabilities	(10	.8)	(12	.3)
Other	0	.2	4	.7
Net cash flows from operating activities	144	.8	146	.4
Cash flows used for investing activities:
Utility construction and acquisition expenditures	(169	.2)	(94	.4)
Proceeds from sale of utility assets in Illinois	-		23	.5
Other	18	.6	3	.1
Net cash flows used for investing activities	(150	.6)	(67	.8)
Cash flows from (used for) financing activities:
Common stock dividends	(22	.8)	(45	.6)
Preferred stock dividends	(1	.7)	(1	.7)
Reductions in long-term debt	-		(105	.0)
Net change in short-term borrowings	56	.2	77	.1
Changes in cash overdrafts	(13	.1)	(3	.1)
Other	(1	.5)	(0	.7)
Net cash flows from (used for) financing activities	17	.1	(79	.0)
Net increase (decrease) in cash and cash equivalents	11	.3	(0	.4)
Cash and cash equivalents at beginning of period	0	.4	1	.6
Cash and cash equivalents at end of period	$11	.7	$1	.2
Supplemental cash flows information:
Cash paid during the period for:
Interest	$28	.0	$23	.1
Income taxes, net of refunds	$22	.1	$42	.0

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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WISCONSIN POWER AND LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy “Notes to Condensed Consolidated Financial Statements” are incorporated by reference insofar as they relate to WPL. The notes that follow herein set forth additional specific information for WPL and are numbered to be consistent with the Alliant Energy “Notes to Condensed Consolidated Financial Statements.”

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by WPL, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include WPL and its consolidated subsidiaries. WPL is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in WPL’s latest combined Annual Report on Form 10-K.

In the opinion of management, all adjustments, which unless otherwise noted are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2008 and 2007, the condensed consolidated financial position at June 30, 2008 and Dec. 31, 2007, and the condensed consolidated statements of cash flows for the six months ended June 30, 2008 and 2007 have been made. Results for the three and six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2008. A change in management’s estimates or assumptions could have a material impact on WPL’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period financial statement presentation.

(3) COMPREHENSIVE INCOME

WPL’s comprehensive income, and the components of other comprehensive income, net of taxes, for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Earnings available for common stock	$19.5	$17.7	$49.8	$51.5
Other comprehensive income:
Pension and other postretirement benefits
amortizations, net of tax	--	0.2	--	0.3
Comprehensive income	$19.5	$17.9	$49.8	$51.8

(6) BENEFIT PLANS

(a) Pension and Other Postretirement Benefits Plans - The components of WPL’s qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Qualified Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Service cost	$1.4	$1.4	$2.7	$2.8	$0.8	$0.9	$1.6	$1.7
Interest cost	3.7	3.4	7.5	6.9	1.4	1.3	2.8	2.6
Expected return on plan assets	(5.3)	(4.8)	(10.7)	(9.6)	(0.4)	(0.5)	(0.9)	(0.9)
Amortization of:
Prior service cost (credit)	0.2	0.2	0.4	0.4	(0.3)	(0.2)	(0.5)	(0.5)
Actuarial loss	0.2	0.7	0.5	1.4	0.3	0.2	0.5	0.5
	$0.2	$0.9	$0.4	$1.9	$1.8	$1.7	$3.5	$3.4

In the above table, the pension benefits costs represent only those respective costs for bargaining unit employees of WPL covered under the bargaining unit pension plan that is sponsored by WPL. The other postretirement benefits costs represent costs for all WPL employees. Corporate Services provides services to WPL and, as a result, WPL is allocated pension and other postretirement benefits costs associated with Corporate Services. The following table includes qualified pension benefits costs (credits) for WPL’s non-bargaining employees who are participants in other Alliant Energy plans, and the allocated pension and other postretirement benefits costs associated with Corporate Services for WPL for the three and six months ended June 30 as follows (in millions):

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	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2008	2007	2008	2007	2008	2007	2008	2007
Non-bargaining WPL employees
participating in other plans	($0.8)	($0.2)	($1.5)	($0.4)	N/A	N/A	N/A	N/A
Allocated Corporate Services costs	0.2	1.3	0.4	1.8	$0.3	$0.2	$0.5	$0.4

Included in pension benefits for allocated Corporate Services costs for the three and six months ended June 30, 2007 was a settlement loss of $0.8 million related to payments made to a retired executive.

WPL estimates that funding for the qualified pension plan for its bargaining unit employees and other postretirement benefits plans for 2008 will be $0 and $7 million, respectively, of which $3 million has been contributed to the other postretirement benefits plans through June 30, 2008.

(10) FAIR VALUE MEASUREMENTS

On Jan. 1, 2008, WPL adopted the provisions of SFAS 157, with the exception of nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities. These nonrecurring nonfinancial assets and nonfinancial liabilities included asset retirement obligations. Refer to Notes 1(g) and 10 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on SFAS 157.

WPL’s recurring fair value measurements subject to the disclosure requirements of SFAS 157 at June 30, 2008 were as follows (in millions):

		Fair Value Measurements at June 30, 2008 Using:
		Quoted Prices
		in Active	Significant
		Markets for	Other	Significant
	Fair Value	Identical Assets	Observable	Unobservable
	Measurements	or Liabilities	Inputs	Inputs
	at June 30, 2008	(Level 1)	(Level 2)	(Level 3)
Derivative assets	$26.8	$--	$1.7	$25.1
Derivative liabilities	6.7	--	--	6.7

Additional information for WPL’s recurring fair value measurements using significant unobservable inputs (Level 3 inputs) for the three and six months ended June 30, 2008 is as follows (in millions):

	Derivative Assets
	and Liabilities, net
Three months ended June 30, 2008
Beginning balance, April 1, 2008	$6.3
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	11.8
Purchases, sales, issuances and settlements, net	0.3
Ending balance, June 30, 2008	$18.4
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$18.4
Six months ended June 30, 2008
Beginning balance, Jan. 1, 2008	$12.7
Total gains or (losses) (realized/unrealized) included in changes in net assets (a)	11.4
Purchases, sales, issuances and settlements, net	(5.7)
Ending balance, June 30, 2008	$18.4
The amount of total gains or (losses) for the period included in changes in net assets attributable
to the change in unrealized gains or (losses) relating to assets and liabilities held at June 30, 2008 (a)	$18.4

(a) Recorded in “Regulatory assets” and “Regulatory liabilities” on WPL’s Condensed Consolidated Balance Sheet.

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(13) SEGMENTS OF BUSINESS

Certain financial information relating to WPL’s business segments is as follows. Intersegment revenues were not material to WPL’s operations.

	Electric	Gas	Other	Total
	(in millions)
Three Months Ended June 30, 2008
Operating revenues	$275.0	$50.5	$2.5	$328.0
Operating income	33.7	2.5	0.1	36.3
Earnings available for common stock				19.5
Three Months Ended June 30, 2007
Operating revenues	$270.7	$38.9	$2.7	$312.3
Operating income	30.1	2.6	0.4	33.1
Earnings available for common stock				17.7
Six Months Ended June 30, 2008
Operating revenues	$565.6	$178.9	$4.3	$748.8
Operating income (loss)	65.0	26.2	(0.5)	90.7
Earnings available for common stock				49.8
Six Months Ended June 30, 2007
Operating revenues	$545.9	$160.7	$4.3	$710.9
Operating income (loss)	67.0	27.0	(4.2)	89.8
Earnings available for common stock				51.5

(18) RELATED PARTIES

IPL and WPL are parties to a system coordination and operating agreement. The agreement, which has been approved by FERC, provides a contractual basis for coordinated planning, construction, operation and maintenance of the interconnected electric generation systems of IPL and WPL. Prior to June 1, 2008, the agreement allowed the interconnected system to be operated as a single entity with off-system sales and purchases made to market excess system capability or to meet system capability deficiencies. Such sales and purchases were allocated among IPL and WPL based on procedures included in the agreement. Effective June 1, 2008, a change was made to designate IPL and WPL as two separate entities transacting with MISO. This change eliminated the need for internal allocations based on procedures in the agreement and resulted in separate statements from MISO of sales and purchases for IPL and WPL.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS (MDA)

This MDA includes information relating to Alliant Energy, IPL and WPL, as well as Resources and Corporate Services. Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements included in this report as well as the financial statements, notes and MDA included in Alliant Energy’s, IPL’s and WPL’s latest combined Annual Report on Form 10-K. Unless otherwise noted, all “per share” references in MDA refer to earnings per diluted share.

EXECUTIVE SUMMARY

Description of Business - Alliant Energy is an investor-owned public utility holding company whose primary subsidiaries are IPL, WPL, Resources and Corporate Services. IPL is a public utility engaged principally in the generation and distribution of electric energy and the distribution and transportation of natural gas in selective markets in Iowa and Minnesota. WPL is a public utility engaged principally in the generation and distribution of electric energy and the distribution and transportation of natural gas in selective markets in Wisconsin. WPL also owns an approximate 17% interest in ATC, a transmission-only utility operating in Wisconsin, Michigan, Illinois and Minnesota. Resources manages a relatively small portfolio of businesses through two distinct platforms: Non-regulated Generation (manages electric generating facilities) and other non-regulated investments (includes investments in environmental, consulting, engineering and renewable energy services through its RMT, Inc. (RMT) and WindConnect® businesses, transportation and several other modest investments). Corporate Services provides administrative services to Alliant Energy and its subsidiaries. An illustration of Alliant Energy’s primary businesses is shown below.

	Alliant Energy
Utility	Non-regulated (Resources)	Parent and Other
- IPL (Utility services in IA & MN)	- RMT and WindConnect®	- Parent Company
- WPL (Utility services in WI)	- Transportation	- Corporate Services
- WPL’s interest in ATC	- Non-regulated Generation

Summary of Historical Results of Operations - Alliant Energy’s net income and EPS for the second quarter were as follows (dollars in millions, except per share amounts):

	2008		2007
Continuing operations:	Net Income	EPS	Net Income	EPS
Utility	$36.2	$0.33	$40.3	$0.36
Non-regulated (Resources)	12.6	0.11	3.2	0.03
Parent company and other (interest income,
taxes, and administrative and general)	3.0	0.03	1.5	0.01
Income from continuing operations	51.8	0.47	45.0	0.40
Income from discontinued operations	9.0	0.08	3.6	0.03
Net income	$60.8	$0.55	$48.6	$0.43

Earnings from continuing operations for Alliant Energy’s utility business were lower in the second quarter of 2008 as compared to the same period in 2007 due to impacts from the severe Midwest flooding in June 2008, higher transmission-related costs at IPL and the net impact of weather and weather hedging activities on electric margins. These items were partially offset by $0.07 per share of income tax benefits recognized from finalizing a U.S. federal income tax audit in the second quarter of 2008 and annual adjustments to electric unbilled revenue estimates.

41

Earnings from continuing operations for Alliant Energy’s non-regulated businesses were higher in the second quarter of 2008 as compared to the same period in 2007 primarily due to $0.04 per share of income tax benefits recognized from finalizing a U.S. federal income tax audit in the second quarter of 2008 and improved earnings from the RMT and WindConnect® businesses. Earnings from continuing operations for the parent company and other were higher in the second quarter of 2008 as compared to the same period in 2007 primarily due to higher interest income earned on short-term investments purchased with a portion of the IPL electric transmission asset sale proceeds, which IPL distributed to the parent company in the fourth quarter of 2007.

Refer to “Alliant Energy’s Results of Operations,” “IPL’s Results of Operations” and “WPL’s Results of Operations” for additional details regarding the various factors impacting the respective earnings during the second quarter of 2008 and 2007.

SEVERE MIDWEST WEATHER

General - In June 2008, the Midwest experienced severe flooding, tornadoes and thunderstorms that impacted the operations of several Alliant Energy companies, including IPL, WPL and Resources. The severe weather resulted in significant property damage to generating facilities, distribution substations and railroad infrastructure, the loss of electric and steam sales and customers due to mandatory evacuations and the destruction of homes and businesses, the evacuation of and damage to various office and operational facilities, and the disruption of short haul railroad services. Alliant Energy has restored service to those customers in its service territory that are capable of receiving service and currently expects the rebuilding and business continuity activities associated with its damaged properties to continue for several months.

Property Damage - Property damage from the severe weather was scattered throughout Alliant Energy’s service territory with the most significant impacts occurring in the Cedar Rapids, Iowa area where the Cedar River crested approximately 20 feet above flood stage on June 13, 2008 exceeding the 500-year flood plain boundaries. Property damaged by the severe weather included, among other assets, the following key facilities and their contents: IPL’s 185 MW Prairie Creek and 55 MW Sixth Street Generating Stations, IPL’s general office building, IPL’s electrical distribution operations center, Resources’ railroad bridge over the Cedar River and several of IPL’s distribution substations. In the second quarter of 2008, estimated retirements of utility plant damaged by the severe weather were charged to accumulated depreciation and estimates of all other assets damaged by the severe weather were charged to operating expenses. Alliant Energy will charge future costs to acquire replacement property to property, plant and equipment and future costs to repair damaged property to operating expense as these costs are incurred.

Generating Facility Impacts - IPL’s Sutherland Generating Station in Marshalltown, Iowa was shutdown for approximately two weeks during June 2008 due to flooding at the facility, but has since been restored to full operations with no significant damage to the facility from the flooding. IPL’s Prairie Creek and Sixth Street Generating Stations in Cedar Rapids, Iowa were also shutdown in June 2008 and remain out of service due to significant damage to the facilities caused by the severe flooding. Prairie Creek Generating Station is expected to return to service by the end of 2008. After a final damage assessment is completed at the Sixth Street Generating Station, a decision will be made on if, and when, the facility will return to service. IPL’s Prairie Creek and Sixth Street Generating Stations represent approximately 240 MW, or less than 10%, of IPL’s summer electric generating capability and substantially all of IPL’s steam generating capability. IPL anticipates procuring replacement purchased power while the Prairie Creek and Sixth Street Generating Stations are offline to satisfy its electric load requirements. IPL is leasing a limited number of small standby generating units during the summer electric peaking season to contribute to the reliability of the electric grid in the Cedar Rapids area. The incremental costs of procuring replacement purchased power and the fuel to power the leased standby generating units will be charged to electric production fuel and purchased power expense and are expected to be recovered from retail electric customers in accordance with IPL’s utility fuel cost recovery mechanism resulting in no material impact on IPL’s electric margins. The incremental costs of leasing the small standby generating units will be charged to operating expenses. IPL also expects to lease natural gas-fired package boilers and water treatment systems to produce steam to meet the demand of its steam customers in the Cedar Rapids area while its Prairie Creek and Sixth Street Generating Stations are out of service. IPL has entered into new contracts with its steam customers that allow IPL to recover the incremental leasing and fuel costs incurred to resume steam service.

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Sales Impacts - Temporary disruptions of electric and steam services associated with the severe weather caused Alliant Energy’s and IPL’s operating revenues to be lower than anticipated beginning in June 2008. At the peak of the disruptions caused by the severe weather, approximately 40,000 electric customers of IPL were unable to receive service. IPL also has approximately 200 steam customers in Cedar Rapids, who take high-pressure steam for production purposes or low-pressure steam for hot water and heat, that lost service in June 2008 when the Prairie Creek and Sixth Street Generating Stations were shutdown. The most significant impacts on revenues of these disruptions related to several large industrial customers in the Cedar Rapids area who were unable to receive service. Alliant Energy has restored service to those customers in its service territory that are capable of receiving service. Restoration for customers who are currently unable to accept service will be dependent on major repairs or reconstruction of customer facilities and homes and validation by local authorities of habitability and electrical safety of customers’ structures.

Insurance Coverage - Alliant Energy’s property insurance policy provides coverage up to $100 million for covered flood losses, subject to a $1.5 million deductible per occurrence and certain sub-limits, most notably a $10 million sub-limit for covered losses related to temporary replacement equipment and facilities. Covered property generally includes generating assets, substations, office and operating buildings and non-fuel inventories, including costs incurred to protect, repair or replace such property. Excluded property generally includes the electric distribution system, railroad infrastructure, vehicles and fuel. In addition, Alliant Energy does not have any business interruption coverage for lost revenues from the disruption of service. At the end of each reporting period during the restoration activities, Alliant Energy plans to record a receivable for the amount of flood losses recognized to date that are considered probable of future recovery under the insurance policy. The offsetting credit to this receivable will be recorded to operating expense to offset the operating expense used to support the receivable. In addition, the offsetting credit to any insurance proceeds received that are attributable to recovery of utility assets retired due to flood damages will be recorded to accumulated depreciation. Any covered flood losses recognized subsequent to Alliant Energy reaching its $100 million aggregate limit or any applicable sub-limits will not be offset by any portion of the credits from insurance recoveries.

Cost Recovery Mechanisms - Alliant Energy and IPL have several mechanisms to mitigate the adverse financial impacts of the severe Midwest weather. First, Alliant Energy has property insurance to cover a portion of the flood losses. Second, IPL’s utility fuel cost recovery mechanism allows it to recover the cost of replacement purchased power and fuel for small standby generating units from its retail electric customers. Third, IPL has entered into new contracts with its steam customers that allow IPL to recover the incremental costs incurred for natural gas-fired package boilers and water treatment systems required to resume steam service. Finally, IPL is evaluating regulatory options for cost recovery of any remaining costs from the severe Midwest weather not covered by the recovery mechanisms above.

Financial Impacts - Alliant Energy and IPL currently estimate the total cost of the severe weather in June 2008 to be approximately $200 million to $250 million for 2008. These costs are largely due to the operating and capital expenditures required to restore operations, expenditures for replacement purchased power due to generating facility outages and lost operating margins due to disruptions in electric and steam service. Based on the estimated financial impacts of the severe weather in June 2008 and the cost recovery mechanisms noted above, Alliant Energy estimates its 2008 utilities earnings will decrease by approximately $0.15 per share ($0.07 in the second quarter of 2008 and $0.08 in the second half of 2008) primarily due to reductions in electric and steam margins from disruptions in service caused by the severe flooding in the Cedar Rapids area and operating expenses for restoration activities that may not be recoverable from cost recovery mechanisms. Alliant Energy also anticipates its 2008 capital expenditures will increase by approximately $60 million ($55 million at IPL and $5 million at Resources) associated with rebuilding activities following the severe flooding. Alliant Energy and IPL do not believe additional expenditures for restoration activities and loss of revenues from service disruptions associated with the severe flooding will have a significant impact on their liquidity given their current liquidity positions and the cost recovery mechanisms noted above, most notably the anticipated proceeds from the property insurance policy. The financial impacts of the severe weather in June 2008 have not had and are not expected to have a material impact on WPL’s or Resources’ results of operations and cash flows. Alliant Energy’s and IPL’s current estimates of the 2008 financial impacts of the severe Midwest weather are subject to change due to several uncertainties, most notably the timing of when certain customers will resume taking service and the extent of property damage at the Prairie Creek and Sixth Street Generating Stations currently being assessed by external advisors.

STRATEGIC OVERVIEW

A summary of Alliant Energy’s strategic overview is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except as described below.

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Utility Generation Plan - Alliant Energy’s current utility generation plan through 2013 is as follows (Not Applicable (N/A); To Be Determined (TBD)):

Primary			Expected		Current	Actual / Expected
Generation	Project Name /	Capacity	Availability	Cost	Capitalized	Regulatory
Type	Location	(MW)	Date	Estimate (a)	Costs (b)	Decision Date
IPL:
Wind	Whispering Willow - East	200	2010	$400 - $450	$151	February 2008
	Franklin County, IA
Coal	Sutherland #4	350	2013	950 - 1,050	20	Second half
	Marshalltown, IA					of 2008
WPL:
Wind	Cedar Ridge	68	Fourth quarter	165	110	May 2007
	Fond du Lac County, WI		of 2008
Natural-gas	Neenah Energy Facility	300	2009	95	N/A	Second half
	Neenah, WI					of 2008
Wind	Bent Tree	200	2010	425 - 475	1	First quarter
	Freeborn County, MN					of 2009
Wind	TBD	200	By 2013	TBD	--	TBD
Coal	Nelson Dewey #3	300	2013	1,100 - 1,200	23	Fourth quarter
	Cassville, WI					of 2008
Natural-gas	Riverside Energy Center	600	2013	365 - 375	N/A	2012 – 2013
	Beloit, WI
					$305

(a) Cost estimates represent IPL’s or WPL’s estimated portion of the total escalated construction and acquisition expenditures in millions of dollars and exclude allowance for funds used during construction (AFUDC), if applicable. WPL expects the purchase price for the Neenah facility to be based on the book value of the facility on the transfer date.

(b) Costs represent capitalized expenditures in millions of dollars as of June 30, 2008, including pre-certification/pre-construction costs recorded in “Construction work in progress” and “Other assets - regulatory assets” on the respective Condensed Consolidated Balance Sheets. Refer to Note 1(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional details of costs recorded in “Other assets - regulatory assets.”

Whispering Willow - In the fourth quarter of 2007, IPL acquired approximately 500 MW of wind site capacity in Franklin County, Iowa referred to as the Whispering Willow wind farm. In February 2008, IPL received approval from the IUB to construct a wind farm with capacity of up to 200 MW, which includes a return on common equity of 11.7% and a 25-year depreciable life. The advanced rate making principles for this project, as approved by the IUB, included a predetermined level, or “cost cap,” for construction costs. If final construction costs for the project exceed this cost cap, IPL will be required to demonstrate the construction costs above the cost cap are prudent and reasonable in order to recover the additional costs in electric rates. In June 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas for the purchase of 500 MW of wind turbine generator sets and related equipment. IPL anticipates utilizing 200 MW of wind turbine generator sets and related equipment under the master supply agreement for the initial 200 MW of the Whispering Willow wind farm, known as the Whispering Willow - East wind farm.

Future development of the balance of the wind farm will depend on numerous factors such as renewable portfolio standards and availability of wind turbines. As of June 30, 2008, IPL’s capitalized costs related to the additional approximate 300 MW of capacity were $17 million.

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Sutherland #4 - The site of the new 630 MW coal-fired electric generating facility, which also includes an additional 19 MW equivalent of steam cogeneration for use by nearby industries, is adjacent to the existing Sutherland Generating Station (Sutherland) in Marshalltown, Iowa. In April 2008, the IUB issued its oral decision approving, with certain conditions, IPL’s siting certificate application for the facility. These certain conditions would require IPL to: 1) periodically review the viability of carbon capture and sequestration technology for the proposed facility with the IUB; 2) utilize switch grass, corn stalks or other similar agriculturally-based products for 5% and 10% of the facility’s fuel source within two and five years, respectively, of the proposed facility becoming operational; 3) derive 10% of IPL’s electric generation in Iowa from renewables by 2013; and 4) increase that amount of renewables by 1% per year to an amount of 25% by 2028. The IUB’s decision to grant certification for construction is also contingent upon IPL receiving all necessary regulatory approvals and permits related to the proposed facility, including approval of advanced rate making principles and an air permit. In March 2008, IPL filed for advanced rate making principles with the IUB for its share of the cost of the facility and expects to receive a decision from the IUB in the second half of 2008. IPL requested a return on common equity of 12.55% in its filing with the IUB. IPL also expects to receive a decision from the Iowa Department of Natural Resources (DNR) on its air permit for the proposed facility in the second half of 2008.

In November 2007, IPL, Central Iowa Power Cooperative (CIPCO) and Corn Belt Power Cooperative (Corn Belt) signed a joint operating agreement for joint ownership in the proposed facility. IPL expects to utilize up to 350 MW of output, while CIPCO and Corn Belt will each utilize 100 MW of output. In January 2008, seven participating members of the North Iowa Municipal Electric Cooperative Associationentered into agreements for joint ownership in the proposed facility andexpect to utilize 16.5 MW of output in aggregate. Additionally, IPL expects to obtain additional partners or enter into PPAs for the remaining 82.5 MW of output. The cost estimate for Sutherland #4 of $950 million to $1,050 million noted in the table above reflects IPL’s utilization of 350 MW of output. IPL has selected KBV Sutherland Power Constructors, a joint venture between Black and Veatch Construction, Inc. and Kiewit Power Constructors Company, to provide engineering, procurement and construction services for the proposed expansion. IPL plans to utilize super critical pulverized coal technology and a hybrid coal and biomass fuel capability for the proposed facility.

Cedar Ridge - In May 2007, WPL received approval from the PSCW to construct the project, however, WPL did not accept the PSCW’s Act 7 decision, which included a return on common equity of 10.50% compared to WPL’s requested return on common equity of 12.90%. Instead, WPL intends to proceed with applying traditional rate making procedures for the recovery of and return on its capital costs for this wind farm.

Neenah Energy Facility (NEF) - In April 2008, WPL received approval from the PSCW to purchase Resources’ 300 MW, simple cycle, natural gas-fired electric generating facility in Neenah, Wisconsin. WPL intends to replace the output currently obtained under the RockGen PPA with output from NEF. WPL currently plans to acquire NEF effective June 1, 2009, which coincides with the expected termination of WPL’s RockGen PPA scheduled for May 31, 2009. In June 2008, WPL filed for approval from FERC for the NEF purchase.

Bent Tree - In April 2008, WPL announced it entered into a letter of intent to purchase a 400 MW wind farm site in Freeborn County, Minnesota. WPL currently anticipates the purchase of the site to be complete by the end of 2008. In June 2008, WPL filed a Certificate of Public Convenience and Necessity (CPCN) application with the PSCW and a Certificate of Need application with the Minnesota Public Utilities Commission (MPUC) to develop 200 MW of this capacity beginning in 2009. In June 2008, WPL also filed a Site Permit application with the MPUC for a multi-phase 400 MW facility, with the first phase consisting of a 200 MW wind farm beginning in 2009. WPL expects the PSCW to issue a ruling on its CPCN application by the end of 2008 and the MPUC to issue a decision on the Site Permit and Certificate of Need applications in late 2008 or early 2009. In June 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas for the purchase of 500 MW of wind turbine generator sets and related equipment. WPL anticipates utilizing 200 MW of wind turbine generator sets and related equipment under the master supply agreement for the initial 200 MW of the Bent Tree wind farm. WPL expects to use traditional rate making procedures for the recovery of and return on its capital costs for the 200 MW of capacity. The expected commercial operation date is subject to the timing of pending regulatory approvals and execution of a transmission interconnect agreement. Future development of the balance of the wind farm will depend on numerous factors such as renewable portfolio standards and availability of wind turbines.

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Nelson Dewey #3 - The preferred site of the new facility is adjacent to the existing Nelson Dewey Generating Station (Nelson Dewey) in Cassville, Wisconsin. In February 2007, WPL filed for approval from the PSCW to proceed with construction of the new facility and to specify in advance rate making principles. In its initial regulatory application, WPL requested a return on common equity of 12.95% along with a capital structure that includes a 50% common equity ratio. In April 2008, WPL updated its regulatory application to request a return on common equity of 12.50%. In December 2007, the PSCW determined WPL’s CPCN application was complete, thereby initiating the construction permitting process. By law, the PSCW has up to 360 days (180 days plus an optional 180 day extension) from the date the application was determined complete to make a final ruling on the proposed expansion. WPL has selected Washington Group International to provide engineering, procurement, and construction services for the proposed expansion. The current cost estimate includes expenditures for facilities that will be shared with the existing units at Cassville, Wisconsin. WPL plans to utilize circulating fluidized bed technology and a hybrid coal and biomass fuel capability for the new facility.

Riverside Energy Center - WPL has a PPA with a subsidiary of Calpine related to Riverside that extends through May 31, 2013 and provides WPL the option to purchase Riverside at the end of the PPA term. For planning purposes, WPL is currently assuming it will exercise its option to purchase Riverside, a 600 MW natural-gas fired electric generating facility in Beloit, Wisconsin, to replace the output currently obtained under the PPA.

Proposals for Reductions in GHG Emissions -

IPL’s Proposal - In 2008, IPL announced proposals to permanently reduce GHG emissions through the following actions:

• Retire IPL’s coal-fired Units 2 and 3 at the Lansing Generating Station once Sutherland #4 begins operations

• Permanently switch the fuel source of all of IPL’s Dubuque Generating Station Units from coal to natural gas once Sutherland #4 begins operations

• Utilize renewable resource fuels (such as switch grass, waste wood and corn stalks) at Sutherland #4 for up to 10% of total fuels, depending on regulatory requirements

These proposals, together with the impact of IPL’s energy efficiency programs, are projected to result in reductions in GHG emissions that more than offset the GHG emissions from Sutherland #4. IPL included the proposed changes to its generation fleet as part of its application for advanced rate making principles for Sutherland #4 filed with the IUB in March 2008. These proposed changes to IPL’s generating fleet are contingent upon IPL receiving regulatory approval for Sutherland #4.

WPL’s Proposal - In 2008, WPL announced proposals to permanently reduce GHG emissions through the following actions:

• Retire WPL’s coal-fired Edgewater Generating Station Unit 3 once the proposed expansion at Nelson Dewey #3 begins operations

• Increase WPL’s wind generation to almost 500 MW by 2013 including the Cedar Ridge wind farm, Bent Tree wind farm and 200 MW from wind sites yet to be determined

• Increase the amount of renewable resource fuels (such as switch grass, waste wood and corn stalks) used at the proposed expansion at Nelson Dewey #3 to 10% of total fuels after one year of operations, and to 20% of total fuels after five years of operations

• Aggressively build upon its current energy efficiency measures

These proposals are projected to result in reductions in GHG emissions that more than offset the GHG emissions from the proposed expansion at Nelson Dewey #3. WPL included the proposed changes to its generation fleet as part of its testimony filing with the PSCW in June 2008 related to the proposed expansion of Nelson Dewey #3. The proposed changes to WPL’s generation fleet are contingent upon WPL receiving regulatory approval for Nelson Dewey #3.

RATES AND REGULATORY MATTERS

A summary of Alliant Energy’s rates and regulatory matters is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except as described below.

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Utility Rate Cases - Details of Alliant Energy’s rate cases impacting its historical and future results of operations are as follows (dollars in millions; Electric (E); Gas (G); Not Applicable (N/A); To Be Determined (TBD); Fuel-related only (F-R)):

								Return
				Interim	Interim	Final	Final	on
	Utility	Filing	Increase	Increase	Effective	Increase	Effective	Common
Rate Case	Type	Date	Requested	Granted (a)	Date	Granted (a)	Date	Equity
WPL:
2008 Retail (F-R)	E	Mar-08	$16	$16	Apr-08	TBD	TBD	N/A
2009/2010 Retail	E/G	Feb-08	92	N/A	N/A	TBD	TBD	TBD
2008 Retail	E	Apr-07	26	N/A	N/A	$26	Jan-08	10.80%
2007 Wholesale	E	Sep-06	(b)	(b)	(b)	TBD	TBD	TBD
2007 Retail	E/G	Mar-06	96	N/A	N/A	34	Jan-07	10.80%

(a) Interim rate relief is implemented, subject to refund, pending determination of final rates. The final rate relief granted replaces the amount of interim rate relief granted.

(b) Refer to “WPL’s 2007 Wholesale Rate Case” below for additional information.

WPL’s 2008 Fuel-related Retail Rate Case - In March 2008, WPL filed a request with the PSCW to increase annual retail electric rates by $16 million to recover anticipated increased electric fuel and purchased energy costs (fuel-related costs). Actual fuel-related costs through February 2008, combined with projections of continued higher fuel-related costs for the remainder of 2008, significantly exceeded the amounts being recovered in retail electric rates at the time of the filing. In the second quarter of 2008, WPL received an order from the PSCW authorizing the requested interim increase, subject to refund, effective in April 2008. Based upon actual WPL fuel costs through June 2008 and an updated projection of fuel-related costs for the remainder of 2008, WPL currently anticipates that the rate increase authorized in the pending final order may be less than the interim amount approved. WPL anticipates receiving a final written order from the PSCW regarding its request in the second half of 2008. WPL has reserved $1 million as of June 30, 2008 for possible refunds based upon its estimate of the rate increase expected in the final order.

WPL’s 2007 Wholesale Rate Case - WPL and its wholesale customers reached a settlement of the issues identified in the filing with FERC requesting approval to implement a formula rate structure. Final written agreements with WPL’s wholesale customers were filed with FERC in February 2008 and, if the settlement is approved, will result in an over-collection of wholesale electric revenues beginning June 1, 2007. WPL will refund the over-collection, with interest, upon approval in accordance with FERC requirements. In May 2008, WPL received authorization from FERC to implement the settlement rates on an interim basis effective June 1, 2008 pending FERC consideration of the filed settlement. As of June 30, 2008, WPL has fully accrued anticipated refunds, including interest, of $10 million related to revenues collected during June 1, 2007 through May 31, 2008. Assuming FERC approval of the settlement, no refunds are currently expected for revenues collected after May 31, 2008.

WPL’s 2007 Retail Rate Case - In August 2007, WPL received approval from the PSCW to refund to its retail electric customers any over-recovery of retail fuel-related costs during the period June 1, 2007 through Dec. 31, 2007. As of June 30, 2008, WPL estimated the over-recovery of retail fuel-related costs during this period to be $21 million, including interest. WPL refunded to its retail electric customers $4 million in 2007 and $3 million during the first quarter of 2008. In March 2008, WPL filed a request for approval with the PSCW to refund to its retail electric customers the remaining amount, including interest. As of June 30, 2008, the total refund amount anticipated to be paid to retail electric customers was $14 million, including interest. WPL expects to receive the PSCW’s decision in the third quarter of 2008. As of June 30, 2008, WPL reserved for the refund amounts, including interest, anticipated to be paid to retail electric customers related to these refunds.

Utility Fuel Cost Recovery -

Potential Changes to WPL’s Electric Fuel-related Cost Recovery Mechanism-In July 2008, PSCW Commissioners voted to formally proceed with the promulgation of new retail electric fuel-related cost recovery rules in Wisconsin that were developed by PSCW staff in 2007. A public hearing and comment period, as well as subsequent legislative committee review, are required before any changes to the current rules could become effective. The PSCW proposed the new rule become effective in January 2009. The PSCW expressed its intention to send revised rules to the legislature, following the statutory review process, by September 2008. WPL is currently unable to predict the final outcome of this initiative.

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Other Recent Regulatory Developments -

Severe Midwest Flooding - In June 2008, IPL filed a request with the MPUC to defer incremental electric and gas operation and maintenance expenses, including overtime labor and excluding fuel, incurred as a result of the severe Midwest flooding that occurred in its service territory in the second quarter of 2008. MPUC action on this deferral request is expected by the end of the third quarter of 2008. If approved, recovery of costs would be considered in future regulatory proceedings. IPL is also currently in ongoing discussions with the IUB on estimated costs of the severe Midwest flooding in its service territory and related cost recovery options. At June 30, 2008, IPL had not recognized any assets for the potential recovery in future regulatory proceedings of operation and maintenance expenses being incurred as a result of the severe Midwest flooding.

IPL’s Electric Transmission Assets Sale- In December 2007, the Office of the Attorney General - Small Business and Residential Utilities Division (OAG) filed a request with the MPUC for a Stay and Motion for Reconsideration of the MPUC’s decision approving, with certain conditions, IPL’s request to sell its electric transmission assets. In April 2008, the MPUC issued its decision denying the OAG’s petition for reconsideration. The statutory deadline for seeking judicial review of the MPUC’s order approving IPL’s sale of its electric transmission assets to ITC Midwest LLC (ITC) has passed and no appeal was filed.

Neenah Energy Facility (NEF) - In April 2008, WPL received approval from the PSCW to purchase Resources’ 300 MW, simple cycle, natural gas-fired electric generating facility in Neenah, Wisconsin. In June 2008, WPL filed for approval from FERC for the NEF purchase. Refer to “Strategic Overview - Utility Generation Plan” for additional information.

MISO Wholesale Energy Market - In June 2008, the IUB issued an order extending a temporary waiver which allows all costs and credits incurred by IPL to participate in the MISO market that relate to its Iowa retail customers to be included in IPL’s Iowa energy adjustment clause until June 30, 2010.

WPL Depreciation Study - In February 2008, the PSCW issued an order approving the implementation of updated depreciation rates for WPL effective July 1, 2008 as a result of a recently completed depreciation study. In June 2008, FERC accepted the updated depreciation rates for use in WPL’s wholesale formula rates.

ALLIANT ENERGY’S RESULTS OF OPERATIONS

Overview - Second Quarter Results - Refer to “Executive Summary” for an overview of Alliant Energy’s second quarter 2008 and 2007 earnings and the various components of Alliant Energy’s business.

Utility Electric Margins - Electric margins and megawatt-hour (MWh) sales for Alliant Energy for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$183.4	$180.3	2%	1,599	1,602	--
Commercial	127.6	125.3	2%	1,476	1,475	--
Industrial	181.7	184.6	(2%)	3,133	3,236	(3%)
Retail subtotal	492.7	490.2	1%	6,208	6,313	(2%)
Sales for resale:
Wholesale	49.1	43.3	13%	882	875	1%
Bulk power and other	18.8	15.2	24%	327	548	(40%)
Other	16.1	16.8	(4%)	43	41	5%
Total revenues/sales	576.7	565.5	2%	7,460	7,777	(4%)
Electric production fuel and
purchased power expense	305.2	292.9	4%
Margins	$271.5	$272.6	--

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Second Quarter 2008 vs. Second Quarter 2007 Summary - Electric margins decreased $1 million, primarily due to the net impacts of weather conditions and Alliant Energy’s weather hedging activities, an estimated $5 million reduction in electric margins from the loss of retail sales during electric service outages caused by severe flooding in IPL’s service territory in the second quarter of 2008, $3 million of lower wheeling revenues at IPL largely due to the sale of its electric transmission assets in December 2007 and lower industrial sales volumes at WPL due to the negative impact the slowing economy in the second quarter of 2008 had on WPL’s large industrial customers. These items were substantially offset by the impact of annual adjustments to unbilled revenue estimates, which is discussed below in “Unbilled Revenue Estimates,” $4 million of purchased power capacity costs at WPL in the second quarter of 2007 related to a contract that ended in December 2007 and improved recoveries of retail fuel-related costs at WPL. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

Electric margins and MWh sales for Alliant Energy for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$395.5	$390.1	1%	3,741	3,660	2%
Commercial	246.8	248.3	(1%)	2,987	2,973	--
Industrial	341.3	347.8	(2%)	6,192	6,243	(1%)
Retail subtotal	983.6	986.2	--	12,920	12,876	--
Sales for resale:
Wholesale	100.9	80.7	25%	1,824	1,683	8%
Bulk power and other	34.2	23.9	43%	592	1,129	(48%)
Other	25.7	28.2	(9%)	87	86	1%
Total revenues/sales	1,144.4	1,119.0	2%	15,423	15,774	(2%)
Electric production fuel and
purchased power expense	606.7	573.2	6%
Margins	$537.7	$545.8	(1%)

First Half 2008 vs. First Half 2007 Summary - Electric margins decreased $8 million, or 1%, primarily due to higher electric production fuel and purchased power expenses at WPL, an estimated $5 million reduction in electric margins from the loss of retail sales during electric service outages caused by the severe flooding in IPL’s service territory in the second quarter of 2008, $5 million of lower wheeling revenues at IPL largely due to the sale of its electric transmission assets in December 2007, the impacts of the sale of IPL’s and WPL’s electric distribution properties in Illinois in February 2007 and lower industrial sales volumes at WPL due to the negative impact the slowing economy in the second quarter of 2008 had on WPL’s large industrial customers. These items were partially offset by the impact of annual adjustments to unbilled revenue estimates, $8 million of purchased power capacity costs at WPL in the second quarter of 2007 related to a contract that ended in December 2007, the loss of retail sales during electric service outages caused by the winter storms in IPL’s service territory in the first quarter of 2007 and increased electric demand from IPL’s large grain processing industrial customers during the first quarter of 2008 compared to the first quarter of 2007.

Unbilled Revenue Estimates - In the second quarter of each year, when weather impacts on electric sales volumes are historically minimal, Alliant Energy refines its estimates of unbilled electric revenues. Adjustments resulting from these refined estimates can increase (e.g. 2008) or decrease (e.g. 2007) electric margins reported in the second quarter. Estimated increases (decreases) in Alliant Energy’s electric margins from the annual adjustments to unbilled revenue estimates recorded in the second quarter were as follows (in millions):

	2008	2007
IPL	$3	($2)
WPL	--	(4)
Alliant Energy	$3	($6)

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Fuel and Purchased Power Energy (Fuel-related) Cost Recoveries - Alliant Energy’s fuel-related costs increased $12 million, or 4%, in the second quarter of 2008 and $34 million, or 6%, in the first half of 2008, primarily due to increased commodity prices. Due to IPL’s rate recovery mechanisms for fuel-related costs, changes in fuel-related costs resulted in comparable changes in electric revenues and, therefore, did not have a significant impact on IPL’s electric margins. WPL’s rate recovery mechanism for wholesale fuel-related costs provides for subsequent adjustments to its wholesale electric rates for changes in commodity costs, thereby mitigating impacts of changes to commodity costs on its electric margins.

WPL’s retail fuel-related costs incurred in the second quarter and first half of 2008 were lower than the forecasted fuel-related costs used to set retail rates during such periods. WPL estimates the lower than forecasted retail fuel-related costs increased electric margins by approximately $12 million and $7 million in the second quarter and first half of 2008, respectively. WPL’s retail fuel-related costs incurred in the second quarter and first half of 2007 were also lower than the forecasted fuel-related costs used to set retail rates during such periods. WPL estimates the lower than forecasted retail fuel-related costs increased electric margins by approximately $9 million and $16 million in the second quarter and first half of 2007, respectively. Retail fuel-related costs are typically greatest in the second half of each year when electricity demand is at its peak. As a result, WPL expects retail fuel-related costs incurred during the second half of 2008 will be higher than retail fuel-related rates collected from its customers during such period resulting in an anticipated negative impact on electric margins. Refer to “Rates and Regulatory Matters” for information regarding WPL’s retail electric fuel-related rate increase request filed with the PSCW in March 2008 and potential changes to WPL’s retail electric fuel-related cost recovery mechanism.

Impacts of Weather Conditions (excluding the impacts of winter storms in IPL’s service territory) - Estimated increases (decreases) to Alliant Energy’s electric margins from the net impacts of weather and Alliant Energy’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	($6)	$--	$--	$1
Gains from weather derivatives (a)	3	2	--	--
Net weather impact	($3)	$2	$--	$1

(a) Recorded in “Other” revenues in the above tables.

CDD in Alliant Energy’s service territories for both the three and six months ended June 30 were as follows:

	Actual
CDD (a):	2008	2007	Normal
Cedar Rapids, Iowa (IPL)	26	89	99
Madison, Wisconsin (WPL)	28	69	70

(a) Actual CDD are calculated using a 70 degree base. Normal degree days are calculated using a rolling 20-year average.

Alliant Energy utilizes weather derivatives based on CDD to reduce the potential volatility on its electric margins during the summer months of June through August. Refer to Note 11(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding weather derivatives entered into by IPL and WPL in the second quarter of 2008 to reduce potential volatility on their electric margins from June 1, 2008 through Aug. 31, 2008.

Wholesale Sales- Wholesale and retail sales volumes were impacted by IPL’s and WPL’s sales of their respective electric distribution properties in Illinois in February 2007. Prior to these asset sales, electric revenues and MWhs sold to retail customers in Illinois were included in residential, commercial and industrial sales in the above tables. Upon completion of these asset sales, IPL and WPL entered into separate wholesale agreements to continue to provide electric services to their former retail customers in Illinois. Electric revenues and MWhs sold under these wholesale agreements are included in wholesale sales in the above tables. The lower pricing for wholesale customers as compared to retail customers resulted in a decrease to electric margins following the sale of the electric distribution properties in Illinois.

Bulk Power and Other Sales- Bulk power and other revenue changes for the second quarter and second half of 2008 compared to the same periods in 2007 were largely due to changes in revenues from sales in the wholesale energy market operated by MISO. These changes in revenues were largely offset by changes in electric production fuel and purchased power expense and therefore did not have a significant impact on electric margins.

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Utility Gas Margins - Gas margins and dekatherm (Dth) sales for Alliant Energy for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$62.7	$49.0	28%	3,990	3,581	11%
Commercial	39.1	29.0	35%	2,952	2,736	8%
Industrial	11.1	6.5	71%	962	754	28%
Retail subtotal	112.9	84.5	34%	7,904	7,071	12%
Interdepartmental	1.5	2.7	(44%)	466	334	40%
Transportation/other	6.7	6.8	(1%)	12,366	13,099	(6%)
Total revenues/sales	121.1	94.0	29%	20,736	20,504	1%
Cost of gas sold	86.8	60.9	43%
Margins	$34.3	$33.1	4%

Second Quarter 2008 vs. Second Quarter 2007 Summary - Gas margins increased $1 million, or 4%, primarily due to the net impacts of weather conditions and Alliant Energy’s weather hedging activities, partially offset by a decrease in weather-normalized retail sales largely due to the negative impacts high natural gas prices and the slowing economy in the second quarter of 2008 had on customer usage during such period.

Gas margins and Dth sales for Alliant Energy for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$242.5	$219.6	10%	19,086	17,725	8%
Commercial	143.4	122.2	17%	12,922	11,572	12%
Industrial	25.2	22.1	14%	2,476	2,481	--
Retail subtotal	411.1	363.9	13%	34,484	31,778	9%
Interdepartmental	3.4	6.6	(48%)	735	837	(12%)
Transportation/other	15.1	11.8	28%	31,277	29,559	6%
Total revenues/sales	429.6	382.3	12%	66,496	62,174	7%
Cost of gas sold	318.9	272.8	17%
Margins	$110.7	$109.5	1%

First Half 2008 vs. First Half 2007 Summary - Gas margins increased $1 million, or 1%, primarily due to the net impacts of weather conditions and Alliant Energy’s weather hedging activities, substantially offset by $3 million of gains from WPL’s performance-based gas commodity cost recovery program (benefits were allocated between ratepayers and WPL) in the first half of 2007 and a decrease in weather-normalized retail sales largely due to the negative impacts high natural gas prices and the slowing economy in the first half of 2008 had on customer usage during such period.

Natural Gas Cost Recoveries - Alliant Energy’s cost of gas sold increased $26 million, or 43%, and $46 million, or 17%, in the second quarter and first half of 2008, respectively, primarily due to an increase in natural gas prices and an increase in Dths sold. Due to Alliant Energy’s rate recovery mechanisms for natural gas costs, these changes in cost of gas sold resulted in comparable changes in gas revenues and, therefore, did not have a significant impact on gas margins.

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Impacts of Weather Conditions- Estimated increases (decreases) to Alliant Energy’s gas margins from the net impacts of weather and Alliant Energy’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	$1	($1)	$9	$--
Losses from weather derivatives (a)	--	--	(3)	(2)
Net weather impact	$1	($1)	$6	($2)

(a) Recorded in “Transportation/other” revenues in the above tables.

HDD in Alliant Energy’s service territories for the three and six months ended June 30 were as follows:

	Three Months			Six Months
	Actual			Actual
HDD (a):	2008	2007	Normal	2008	2007	Normal
Cedar Rapids, Iowa (IPL)	797	657	682	4,723	4,110	4,001
Madison, Wisconsin (WPL)	840	751	860	4,780	4,260	4,329

(a) Actual HDD are calculated using a 65 degree base. Normal degree days are calculated using a rolling 20-year average.

Alliant Energy utilizes weather derivatives based on HDD to reduce the potential volatility on its margins during the winter months of November through March.

Performance-based Gas Commodity Recovery Program - Effective Nov. 1, 2007, WPL’s gas performance incentive sharing mechanism was terminated and replaced with a modified one-for-one pass through of gas costs. WPL’s performance-based gas commodity recovery program resulted in gains which increased gas margins by $0 and $3 million in the second quarter and first half of 2007, respectively.

Refer to “Rates and Regulatory Matters” for discussion of various electric and gas rate filings.

Utility Other Revenues - Other revenues for the utilities were unchanged for both the three- and six-month periods, as higher steam revenues at IPL prior to the severe flooding that occurred in IPL’s service territory in the second quarter of 2008 were offset by the loss of steam sales at IPL during the steam service outages caused by the severe flooding. The higher steam revenues prior to the severe flooding were primarily due to higher fuel-related costs charged to steam customers, which are included in utility other operation and maintenance expenses. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

Non-regulated Revenues - Alliant Energy’s non-regulated revenues for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
RMT and WindConnect®	$98.2	$56.2	$180.7	$94.9
Transportation	8.7	8.0	17.7	15.6
Non-regulated Generation	7.1	7.0	13.2	13.5
Other	--	0.1	0.3	0.2
	$114.0	$71.3	$211.9	$124.2

The increased RMT and WindConnect® revenues for the three- and six-month periods were primarily due to revenues earned on several large construction management projects related to wind farms for WindConnect® during the second quarter and first half of 2008. These increased revenues were largely offset by costs from the large construction management projects included in non-regulated operation and maintenance expenses. The growth in demand for the WindConnect® services is impacted by tax credits available to wind farms completed prior to Jan. 1, 2009. Legislation is currently being debated to extend the tax credits available to wind farms completed after 2008.

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Utility Other Operation and Maintenance Expenses -Second Quarter 2008 vs. Second Quarter 2007 Summary - Alliant Energy’s other operation and maintenance expenses for the utilities increased $27 million, due to the following reasons (amounts represent variances between second quarter 2008 and second quarter 2007 in millions):

	Alliant
	Energy	IPL	WPL
Higher transmission-related expenses at IPL	$15	$15	$--
Incremental expenses related to severe flooding in 2008,
net of estimated insurance recoveries	6	6	--
Higher electric generation expenses at IPL	3	3	--
Higher employee health care costs	2	1	1
Higher steam generation expenses at IPL	1	1	--
Lower pension and other postretirement benefits expenses	(5)	(3)	(2)
Other	5	2	3
	$27	$25	$2

Transmission-related expenses at IPL increased primarily due to $17 million of charges in the second quarter of 2008 for transmission services provided by ITC following the sale of IPL’s electric transmission assets to ITC in December 2007. These transmission-related charges from ITC were partially offset by transmission-related operating expenses incurred in the second quarter of 2007 including $2 million in operation and maintenance expenses, $4 million in depreciation and amortization expenses and $2 million in taxes other than income taxes, as well as the positive impacts on earnings from the application of the sale proceeds. Electric generation expenses at IPL increased primarily due to a planned maintenance outage at its M.L. Kapp Plant in the second quarter of 2008, partially offset by a planned maintenance outage at its Ottumwa Generating Station in the second quarter of 2007. Steam generation expenses increased at IPL primarily due to higher fuel-related costs resulting from increased commodity prices. Pension and other postretirement benefits expenses decreased primarily due to a reduction in the amortization of actuarial losses and the impact of higher funding levels of the qualified pension plans. The lower sale of accounts receivable expenses were largely due to IPL’s use of a portion of the proceeds from the sale of its electric transmission assets to reduce its level of accounts receivable sales. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

First Half 2008 vs. First Half 2007 Summary - Alliant Energy’s other operation and maintenance expenses for the utilities increased $27 million, due to the following reasons (amounts represent variances between first half 2008 and first half 2007 in millions):

	Alliant
	Energy	IPL	WPL
Higher transmission-related expenses at IPL	$32	$32	$--
Incremental expenses related to severe flooding in 2008,
net of estimated insurance recoveries	6	6	--
Higher employee health care costs	5	2	3
Higher steam generation expenses at IPL	3	3	--
Higher electric generation expenses at IPL	3	3	--
Lower pension and other postretirement benefits expenses	(9)	(5)	(4)
Incremental expenses at IPL related to winter storms in 2007	(6)	(6)	--
Regulatory-related charge at WPL in 2007	(4)	--	(4)
Lower long-term incentive-related compensation expenses	(3)	(2)	(1)
Lower sale of accounts receivable expenses at IPL	(3)	(3)	--
Other	3	1	2
	$27	$31	($4)

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Transmission-related expenses at IPL increased primarily due to $36 million of charges in the first half of 2008 for transmission services provided by ITC following the sale of IPL’s electric transmission assets to ITC in December 2007. These transmission-related charges from ITC were partially offset by transmission-related operating expenses incurred in the first half of 2007 including $4 million in operation and maintenance expenses, $8 million in depreciation and amortization expenses and $3 million in taxes other than income taxes, as well as the positive impacts on earnings from the application of the sale proceeds. Steam generation expenses increased at IPL primarily due to higher fuel-related costs resulting from increased commodity prices. Electric generation expenses increased at IPL primarily due to planned maintenance outages in 2008. Pension and other postretirement benefits expenses decreased primarily due to a reduction in the amortization of actuarial losses and the impact of higher funding levels of the qualified pension plans. The lower long-term incentive-related compensation expenses were primarily due to lower performance levels of Alliant Energy’s common stock price in the first half of 2008 as compared to the first half of 2007 relative to total shareowner return metrics established within the incentive plans. The lower sale of accounts receivable expenses were largely due to IPL’s use of a portion of the proceeds from the sale of its electric transmission assets to reduce its level of accounts receivable sales.

Non-regulated Operation and Maintenance Expenses- Alliant Energy’s non-regulated operation and maintenance expenses for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
RMT and WindConnect®	$92.1	$53.5	$167.8	$88.6
Transportation	5.4	3.9	9.8	7.8
Non-regulated Generation	1.2	2.4	2.2	4.6
Other (includes eliminations)	(2.2)	0.3	(2.5)	0.4
	$96.5	$60.1	$177.3	$101.4

The RMT and WindConnect® variance was largely driven by project costs associated with the execution of large construction management projects and higher incentive-related compensation expenses of $2 million and $4 million for the three- and six-month periods, respectively. The Other expenses variance was largely due to a gain on the sale of real estate assets in the second quarter of 2008 and increased eliminations of intercompany operating expenses.

Depreciation and Amortization Expenses - Depreciation and amortization expenses decreased $4 million and $9 million for the three- and six-month periods, respectively, primarily due to $4 million and $8 million of depreciation expense in the second quarter and first half of 2007, respectively, related to IPL’s electric transmission assets that were sold in December 2007 and lower amortization expenses from enterprise resource planning (ERP) software that became fully amortized in the third quarter of 2007. These items were partially offset by additional depreciation expense from the impact of utility property additions.

Taxes Other than Income Taxes- Taxes other than income taxes decreased $1 million and $3 million for the three- and six-month periods, respectively, primarily due to lower property taxes at IPL following the sale of its electric transmission assets in December 2007.

Refer to “Other Matters - Other Future Considerations - IPL’s Electric Transmission Assets Sale” for discussion of the estimated impact on future operations of IPL’s sale of its electric transmission assets.

Interest Expense- Second Quarter 2008 vs. Second Quarter 2007 Summary - Alliant Energy’s interest expense increased $3 million, due to the following reasons (amounts represent variances between second quarter 2008 and second quarter 2007 in millions):

	Alliant
	Energy	IPL	WPL
Interest expense variances from certain reductions in long-term debt:
WPL’s 7% debentures in June 2007	($1)	$--	($1)
IPL’s 6% collateral trust bonds in November 2007	(1)	(1)	--
Interest expense variances from certain issuances of long-term debt:
WPL’s 6.375% debentures in August 2007	5	--	5
	$3	($1)	$4

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First Half 2008 vs. First Half 2007 Summary - Alliant Energy’s interest expense increased $3 million, due to the following reasons (amounts represent variances between first half 2008 and first half 2007 in millions; Alliant Energy Neenah, LLC (Neenah)):

	Alliant
	Energy	IPL	WPL
Interest expense variances from certain reductions in long-term debt:
WPL’s 7% debentures in June 2007	($3)	$--	($3)
IPL’s 6.875% collateral trust bonds in May 2007	(1)	(1)	--
IPL’s 6% collateral trust bonds in November 2007	(2)	(2)	--
Resources’ credit facility related to Neenah in March 2007	(1)	--	--
Interest expense variances from certain issuances of long-term debt:
WPL’s 6.375% debentures in August 2007	10	--	10
	$3	($3)	$7

Equity Income from Unconsolidated Investments - Refer to Note 9 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for details of Alliant Energy’s equity income from unconsolidated investments.

AFUDC - AFUDC increased $2 million and $4 million for the three- and six-month periods, respectively, primarily due to the AFUDC recognized in 2008 related to the construction of WPL’s Cedar Ridge wind farm.

Interest Income and Other - Second Quarter 2008 vs. Second Quarter 2007 Summary - Interest income and other increased $2 million primarily due to increased interest income from higher balances of cash and cash equivalents in the second quarter of 2008 as compared to the second quarter of 2007. The higher balances of cash and cash equivalents are largely due to the proceeds received from the sale of IPL’s electric transmission assets in December 2007.

First Half 2008 vs. First Half 2007 Summary - Interest income and other was unchanged as increased interest income from higher balances of cash and cash equivalents in the first half of 2008 as compared to the first half of 2007 was offset by a $4 million pre-tax gain realized from the sale of an investment in the first quarter of 2007.

Refer to Notes 1(d) and 1(f) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding Alliant Energy’s cash and cash equivalents and interest income and other, respectively.

Income Taxes- The effective income tax rates for Alliant Energy’s continuing operations were 16.0% and 28.4% for the three- and six-month periods ended June 30, 2008, compared with 38.3% and 36.8%, respectively, for the same periods in 2007. The decreased effective tax rates for both the three- and six-month periods were primarily due to $12.6 million of income tax benefits recorded in the second quarter of 2008 as a result of finalizing the audit of Alliant Energy’s U.S. federal income tax returns for calendar years 2002 through 2004 and recording known adjustments for the tax returns for calendar years 2005 and 2006. The decreased effective tax rates for both the three- and six-month periods were also due to changes in the impact of property related differences for which deferred tax expense is not recorded pursuant to Iowa rate making principles. The decreased effective tax rate for the six-month period was partially offset by a reserve recorded at WPL in the first quarter of 2008 for a tax-related regulatory asset.

Income from Discontinued Operations - Refer to Note 14 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of Alliant Energy’s discontinued operations.

IPL’S RESULTS OF OPERATIONS

Overview - Second Quarter Results - Earnings available for common stock decreased $6 million primarily due to lower electric margins and higher operating expenses, partially offset by a lower effective income tax rate.

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Electric Margins - Electric margins and MWh sales for IPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$99.0	$95.2	4%	877	865	1%
Commercial	75.3	72.8	3%	945	935	1%
Industrial	99.8	99.8	--	1,925	1,988	(3%)
Retail subtotal	274.1	267.8	2%	3,747	3,788	(1%)
Sales for resale:
Wholesale	5.5	5.5	--	106	109	(3%)
Bulk power and other	13.0	10.4	25%	235	329	(29%)
Other	9.1	11.1	(18%)	24	24	--
Total revenues/sales	301.7	294.8	2%	4,112	4,250	(3%)
Electric production fuel and
purchased power expense	142.0	129.0	10%
Margins	$159.7	$165.8	(4%)

Second Quarter 2008 vs. Second Quarter 2007 Summary - Electric margins decreased $6 million, or 4%, primarily due to an estimated $5 million reduction in electric margins from the loss of retail sales during electric service outages caused by the severe flooding in IPL’s service territory in the second quarter of 2008, the net impacts of weather conditions and IPL’s weather hedging activities and $3 million of lower wheeling revenues resulting from the sale of IPL’s electric transmission assets in December 2007. These items were partially offset by the impact of IPL’s annual adjustments to unbilled revenue estimates. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

Electric margins and MWh sales for IPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$206.6	$202.6	2%	2,063	1,979	4%
Commercial	141.2	142.9	(1%)	1,882	1,857	1%
Industrial	182.1	186.2	(2%)	3,827	3,821	--
Retail subtotal	529.9	531.7	--	7,772	7,657	2%
Sales for resale:
Wholesale	11.2	8.9	26%	220	176	25%
Bulk power and other	23.2	14.2	63%	419	611	(31%)
Other	14.5	18.3	(21%)	48	48	--
Total revenues/sales	578.8	573.1	1%	8,459	8,492	--
Electric production fuel and
purchased power expense	263.0	251.7	4%
Margins	$315.8	$321.4	(2%)

First Half 2008 vs. First Half 2007 Summary - Electric margins decreased $6 million, or 2%, primarily due to an estimated $5 million reduction in electric margins from the loss of retail sales during electric service outages caused by the severe flooding in IPL’s service territory in the second quarter of 2008, $5 million of lower wheeling revenues resulting from the sale of IPL’s electric transmission assets in December 2007 and the impacts of IPL’s sale of its electric distribution properties in Illinois in February 2007. These items were partially offset by the impact of IPL’s annual adjustments to unbilled revenue estimates, the loss of retail sales during electric service outages caused by the winter storms in the first quarter of 2007 and increased electric demand from IPL’s large grain processing industrial customers during the first quarter of 2008 compared to the first quarter of 2007.

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Impacts of Weather Conditions (excluding the impacts of winter storms in IPL’s service territory) - Estimated increases (decreases) to IPL’s electric margins from the net impacts of weather and IPL’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	($4)	$--	$--	$1
Gains from weather derivatives (a)	2	2	--	--
Net weather impact	($2)	$2	$--	$1

(a) Recorded in “Other” revenues in the above tables.

Refer to “Alliant Energy’s Results of Operations - Utility Electric Margins” for details on IPL’s CDD data, recoveries of electric fuel and purchased power energy costs, IPL’s sale of its Illinois electric distribution properties in February 2007, IPL’s annual adjustments to unbilled revenue estimates and MISO-related transactions. Refer to Note 11(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding weather derivatives entered into by IPL in the second quarter of 2008 to reduce potential volatility on its electric margins from June 1, 2008 through Aug. 31, 2008.

Gas Margins - Gas margins and Dth sales for IPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$35.7	$28.3	26%	2,356	2,049	15%
Commercial	22.3	17.0	31%	1,720	1,557	10%
Industrial	8.3	5.9	41%	727	679	7%
Retail subtotal	66.3	51.2	29%	4,803	4,285	12%
Interdepartmental	1.0	0.6	67%	92	62	48%
Transportation/other	3.3	3.3	--	8,250	7,800	6%
Total revenues/sales	70.6	55.1	28%	13,145	12,147	8%
Cost of gas sold	52.0	37.3	39%
Margins	$18.6	$17.8	4%

Second Quarter 2008 vs. Second Quarter 2007 Summary - Gas margins increased $1 million, or 4%, primarily due to the net impacts of weather conditions and IPL’s weather hedging activities. This increase was partially offset by a decrease in weather-normalized retail sales largely due to the negative impacts high natural gas prices and the slowing economy in the second quarter of 2008 had on customer usage during such period.

Gas margins and Dth sales for IPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$140.5	$127.5	10%	11,248	10,428	8%
Commercial	83.4	70.2	19%	7,457	6,552	14%
Industrial	18.3	16.4	12%	1,805	1,878	(4%)
Retail subtotal	242.2	214.1	13%	20,510	18,858	9%
Interdepartmental	1.3	1.2	8%	116	130	(11%)
Transportation/other	7.2	6.3	14%	18,669	16,853	11%
Total revenues/sales	250.7	221.6	13%	39,295	35,841	10%
Cost of gas sold	191.9	165.0	16%
Margins	$58.8	$56.6	4%

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First Half 2008 vs. First Half 2007 Summary - Gas margins increased $2 million, or 4%, primarily due to the net impacts of weather conditions and IPL’s weather hedging activities. This increase was partially offset by a decrease in weather-normalized retail sales largely due to the negative impacts high natural gas prices and the slowing economy in the first half of 2008 had on customer usage during such period.

Impacts of Weather Conditions - Estimated increases to IPL’s gas margins from the net impacts of weather and IPL’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	$1	$--	$6	$1
Losses from weather derivatives (a)	--	--	(2)	(1)
Net weather impact	$1	$--	$4	$--

(a) Recorded in “Transportation/other” revenues in the above tables.

Refer to “Alliant Energy’s Results of Operations - Utility Gas Margins” for details of IPL’s HDD data and discussion of the impacts on IPL’s gas margins of recoveries of natural gas costs.

Steam and Other Revenues - Steam and other revenues were unchanged for both the three- and six-month periods, as higher steam revenues prior to the severe flooding that occurred in IPL’s service territory in the second quarter of 2008 were offset by the loss of steam sales during the steam service outage caused by the severe flooding. The higher steam revenues prior to the severe flooding were primarily due to higher fuel-related costs charged to steam customers, which are included in other operation and maintenance expenses. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

Other Operation and Maintenance Expenses - Second Quarter 2008 vs. Second Quarter 2007 Summary - Other operation and maintenance expenses increased $25 million primarily due to $15 million of higher transmission-related expenses largely due to the sale of IPL’s electric transmission assets in December 2007, $6 million of incremental expenses, net of estimated insurance recoveries, associated with the severe flooding in IPL’s service territory in the second quarter of 2008, $3 million of higher generation expenses primarily due to planned maintenance outages in 2008, $1 million of higher steam generation expenses caused by increased fuel-related costs, $1 million of higher employee health care costs and increases in other administrative and general expenses. These items were partially offset by $3 million of lower pension and other postretirement benefits expenses. Refer to “Severe Midwest Weather” for additional discussion of the anticipated financial impacts of the severe flooding that occurred in the second quarter of 2008.

First Half 2008 vs. First Half 2007 Summary - Other operation and maintenance expenses increased $31 million primarily due to $32 million of higher transmission-related expenses largely due to the sale of IPL’s electric transmission assets in December 2007, $6 million of incremental expenses, net of estimated insurance recoveries, associated with the severe flooding in IPL’s service territory in the second quarter of 2008, $3 million of higher steam generation expenses caused by increased fuel-related costs, $3 million of higher generation expenses primarily due to planned maintenance outages in 2008, $2 million of higher employee health care costs and increases in other administrative and general expenses. These increases were partially offset by $6 million of incremental expenses associated with the winter storms in the first quarter of 2007, $5 million of lower pension and other postretirement benefits expenses, $3 million of lower sales of accounts receivable expenses and $2 million of lower long-term incentive-related compensation expenses.

Depreciation and Amortization Expense - Depreciation and amortization expense decreased $3 million and $7 million for the three- and six-month periods, respectively, primarily due to $4 million and $8 million of depreciation expense in the second quarter and first half of 2007, respectively, related to IPL’s electric transmission assets that were sold in December 2007 and lower amortization expenses from ERP software that became fully amortized in the third quarter of 2007. These items were partially offset by additional depreciation expense from the impact of property additions.

Taxes Other than Income Taxes- Taxes other than income taxes decreased $1 million and $4 million for the three- and six-month periods, respectively, primarily due to lower property taxes at IPL following the sale of its electric transmission assets in December 2007.

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Refer to “Other Matters - Other Future Considerations - IPL’s Electric Transmission Assets Sale” for discussion of the estimated impact on future operations of IPL’s sale of its electric transmission assets.

Interest Expense - Interest expense decreased $1 million and $3 million for the three- and six-month periods, respectively, primarily due to long-term debt retirements in 2007.

Income Taxes - The effective income tax rates were (6.2%) and 22.9% for the three- and six–month periods ended June 30, 2008, compared with 37.9% and 37.1%, respectively, for the same periods in 2007. The decreased effective tax rates for both the three- and six-month periods were primarily due to $7.8 million of income tax benefits recorded in the second quarter of 2008 as a result of finalizing the audit of Alliant Energy’s U.S. federal income tax returns for calendar years 2002 through 2004 and recording known adjustments for the tax returns for calendar years 2005 and 2006. The decreased effective tax rates for both the three- and six-month periods were also due to changes in the impact of property related differences for which deferred tax expense is not recorded pursuant to Iowa rate making principles.

WPL’S RESULTS OF OPERATIONS

Overview - Second Quarter Results - WPL’s earnings available for common stock increased $2 million primarily due to higher electric margins and AFUDC, partially offset by higher interest and operation and maintenance expenses.

Electric Margins - Electric margins and MWh sales for WPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$84.4	$85.1	(1%)	722	737	(2%)
Commercial	52.3	52.5	--	531	540	(2%)
Industrial	81.9	84.8	(3%)	1,208	1,248	(3%)
Retail subtotal	218.6	222.4	(2%)	2,461	2,525	(3%)
Sales for resale:
Wholesale	43.6	37.8	15%	776	766	1%
Bulk power and other	5.8	4.8	21%	92	219	(58%)
Other	7.0	5.7	23%	19	17	12%
Total revenues/sales	275.0	270.7	2%	3,348	3,527	(5%)
Electric production fuel and
purchased power expense	163.2	163.9	--
Margins	$111.8	$106.8	5%

Second Quarter 2008 vs. Second Quarter 2007 Summary - Electric margins increased $5 million, or 5%, primarily due to $4 million of purchased power capacity costs in the second quarter of 2007 related to a contract that ended in December 2007, the impact of WPL’s annual adjustments to unbilled revenue estimates and improved recoveries of retail fuel-related costs at WPL. These items were partially offset by the net impacts of weather conditions and WPL’s weather hedging activities and lower industrial sales volumes due to the negative impact the slowing economy in the second quarter of 2008 had on WPL’s large industrial customers.

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Electric margins and MWh sales for WPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			MWhs Sold (MWhs in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$188.9	$187.5	1%	1,678	1,681	--
Commercial	105.6	105.4	--	1,105	1,116	(1%)
Industrial	159.2	161.6	(1%)	2,365	2,422	(2%)
Retail subtotal	453.7	454.5	--	5,148	5,219	(1%)
Sales for resale:
Wholesale	89.7	71.8	25%	1,604	1,507	6%
Bulk power and other	11.0	9.7	13%	173	518	(67%)
Other	11.2	9.9	13%	39	38	3%
Total revenues/sales	565.6	545.9	4%	6,964	7,282	(4%)
Electric production fuel and
purchased power expense	343.7	321.5	7%
Margins	$221.9	$224.4	(1%)

First Half 2008 vs. First Half 2007 Summary - Electric margins decreased $3 million, or 1%, primarily due to higher electric production fuel and purchased power expenses, the impacts of the sale of WPL’s electric distribution properties in Illinois in February 2007 and lower industrial sales volumes due to the negative impact the slowing economy in the second quarter of 2008 had on WPL’s large industrial customers. These items were partially offset by $8 million of purchased power capacity costs in the first half of 2007 related to a contract that ended in December 2007 and the impact of WPL’s annual adjustments to unbilled revenue estimates.

Impacts of Weather Conditions - Estimated decreases to WPL’s electric margins from the net impacts of weather and WPL’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	($2)	$--	$--	$--
Gains from weather derivatives (a)	1	--	--	--
Net weather impact	($1)	$--	$--	$--

(a) Recorded in “Other” revenues in the above tables.

Refer to “Alliant Energy’s Results of Operations - Utility Electric Margins” for details of WPL’s CDD data, WPL’s recoveries of electric fuel and purchased power energy costs, WPL’s sale of its Illinois electric distribution properties in February 2007, WPL’s annual adjustments to unbilled revenue estimates and MISO-related transactions. Refer to Note 11(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding weather derivatives entered into by WPL in the second quarter of 2008 to reduce potential volatility on its electric margins from June 1, 2008 through Aug. 31, 2008.

Gas Margins - Gas margins and Dth sales for WPL for the three months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$27.0	$20.7	30%	1,634	1,532	7%
Commercial	16.8	12.0	40%	1,232	1,179	4%
Industrial	2.8	0.6	367%	235	75	213%
Retail subtotal	46.6	33.3	40%	3,101	2,786	11%
Interdepartmental	0.5	2.1	(76%)	374	272	38%
Transportation/other	3.4	3.5	(3%)	4,116	5,299	(22%)
Total revenues/sales	50.5	38.9	30%	7,591	8,357	(9%)
Cost of gas sold	34.8	23.6	47%
Margins	$15.7	$15.3	3%

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Gas margins and Dth sales for WPL for the six months ended June 30 were as follows:

	Revenues and Costs (dollars in millions)			Dths Sold (Dths in thousands)
	2008	2007	Change	2008	2007	Change
Residential	$102.0	$92.1	11%	7,838	7,297	7%
Commercial	60.0	52.0	15%	5,465	5,020	9%
Industrial	6.9	5.7	21%	671	603	11%
Retail subtotal	168.9	149.8	13%	13,974	12,920	8%
Interdepartmental	2.1	5.4	(61%)	619	707	(12%)
Transportation/other	7.9	5.5	44%	12,608	12,706	(1%)
Total revenues/sales	178.9	160.7	11%	27,201	26,333	3%
Cost of gas sold	127.0	107.8	18%
Margins	$51.9	$52.9	(2%)

First Half 2008 vs. First Half 2007 Summary - Gas margins decreased $1 million, or 2%, primarily due to $3 million of gains from WPL’s performance-based gas commodity cost recovery program (benefits were allocated between ratepayers and WPL) in the first half of 2007 and a decrease in weather-normalized retail sales largely due to the negative impacts high natural gas prices and the slowing economy in the first half of 2008 had on customer usage during such period. These items were substantially offset by the net impacts of weather conditions and WPL’s weather hedging activities.

Impacts of Weather Conditions - Estimated increases (decreases) to WPL’s gas margins from the net impacts of weather and WPL’s weather hedging activities for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2008	2007	2008	2007
Weather impacts on demand compared to normal weather	$--	($1)	$3	($1)
Losses from weather derivatives (a)	--	--	(1)	(1)
Net weather impact	$--	($1)	$2	($2)

(a) Recorded in “Transportation/other” revenues in the above tables.

Refer to “Alliant Energy’s Results of Operations - Utility Gas Margins” for WPL’s HDD data and discussion of the impacts on WPL’s gas margins of recoveries of natural gas costs and WPL’s performance-based gas commodity recovery program. Refer to “Rates and Regulatory Matters” for discussion of WPL’s electric and gas rate filings.

Other Operation and Maintenance Expenses -Second Quarter 2008 vs. Second Quarter 2007 Summary - Other operation and maintenance expenses increased $2 million primarily due to higher employee health care costs and increases in other administrative and general expenses. These increases were partially offset by $2 million of lower pension and other postretirement benefits expenses.

First Half 2008 vs. First Half 2007 Summary - Other operation and maintenance expenses decreased $4 million primarily due to a $4 million regulatory-related charge in the first quarter of 2007 and $4 million of lower pension and other postretirement benefits expenses. These decreases were partially offset by $3 million of higher employee health care costs and increases in other administrative and general expenses.

Interest Expense - Interest expense increased $4 million and $7 million for the three- and six-month periods, respectively, primarily due to the impact of WPL’s 6.375% debentures issued in the third quarter of 2007, partially offset by the impact of WPL’s 7% debentures retired in the second quarter of 2007.

AFUDC - AFUDC increased $2 million and $3 million for the three- and six-month periods, respectively, primarily due to the AFUDC recognized in 2008 related to the construction of WPL’s Cedar Ridge wind farm.

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Income Taxes - The effective income tax rates were 35.4% and 36.3% for the three- and six-month periods ended June 30, 2008, compared with 37.2% and 34.9%, respectively, for the same periods in 2007. The increased effective tax rate for the six month period was primarily due to higher state income taxes and a reserve recorded in the first quarter of 2008 for a tax-related regulatory asset.

LIQUIDITY AND CAPITAL RESOURCES

A summary of Alliant Energy’s liquidity and capital resources matters is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except as described below.

Liquidity Position - At June 30, 2008, Alliant Energy and its subsidiaries had $574 million of cash and cash equivalents and $443 million of available capacity under their revolving credit facilities. Refer to Note 1(d) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on Alliant Energy’s cash and cash equivalents.

Capital Structure - Alliant Energy’s, IPL’s and WPL’s capital structures at June 30, 2008 were as follows (dollars in millions):

	Alliant Energy
	(Consolidated)		IPL		WPL
Common equity	$2,744.8	57.9%	$1,039.1	50.6%	$1,062.7	57.2%
Preferred equity	243.8	5.2%	183.8	8.9%	60.0	3.2%
Long-term debt (incl. current maturities)	1,541.7	32.5%	762.8	37.1%	597.0	32.2%
Short-term debt	207.1	4.4%	69.1	3.4%	138.0	7.4%
	$4,737.4	100.0%	$2,054.8	100.0%	$1,857.7	100.0%

Severe Midwest Weather Impacts - Alliant Energy and IPL do not believe additional expenditures for restoration activities and loss of revenues from service disruptions associated with the severe flooding in the second quarter of 2008 will have a significant impact on their liquidity given their current liquidity positions and various cost recovery mechanisms available including anticipated proceeds from their property insurance policy. Refer to “Severe Midwest Weather - Insurance Coverage” for additional details of their property insurance policy.

Cash Flows - Selected information from Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Cash Flows for the six months ended June 30 was as follows (in millions):

	Alliant Energy		IPL		WPL
Cash flows from (used for):	2008	2007	2008	2007	2008	2007
Operating activities	$250.5	$300.7	$129.3	$185.7	$144.8	$146.4
Investing activities	(423.4)	(117.8)	(266.7)	(136.8)	(150.6)	(67.8)
Financing activities	1.2	(323.6)	98.6	(49.1)	17.1	(79.0)

Operating Activities -

First Half 2008 vs. First Half 2007 - Alliant Energy’s cash flows from operating activities decreased $50 million primarily due to higher income tax payments including payments to finalize its U.S. federal income tax audits for calendar years 2002 through 2004, the return of $49 million of collateral payments from counterparties of derivative contracts in the first quarter of 2007 as a result of declines in the values of derivative liabilities at IPL and WPL during such period and additional operating expenditures due to the severe flooding in IPL’s service territory in the second quarter of 2008. These items were partially offset by changes in the level of accounts receivable sold at IPL and decreased expenditures from lower natural gas storage injections at WPL in the first half of 2008 compared to the first half of 2007.

IPL’s cash flows from operating activities decreased $56 million primarily due to the return of $27 million of collateral payments from counterparties of derivative contracts in the first quarter of 2007, higher affiliate payments to Corporate Services and additional operating expenditures due to the severe flooding in the second quarter of 2008. These items were partially offset by changes in the level of accounts receivable sold.

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WPL’s cash flows from operating activities decreased $2 million primarily due to the return of $22 million of collateral payments from counterparties of derivative contracts in the first quarter of 2007 and higher affiliate payments to Corporate Services. These items were substantially offset by decreased expenditures from lower natural gas storage injections in the first half of 2008 compared to the first half of 2007 and lower income tax payments.

IPL’s Accounts Receivable Sale Program - Refer to Note 4 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on IPL’s accounts receivable sale program.

Investing Activities -

First Half 2008 vs. First Half 2007 - Alliant Energy’s cash flows used for investing activities increased $306 million primarily due to higher construction expenditures including expenditures for IPL’s Whispering Willow - East and WPL’s Cedar Ridge wind farms during the first half of 2008, $66 million of net proceeds from the sale of Alliant Energy’s Mexico business in the second quarter of 2007 and $52 million of net proceeds from the sale of IPL’s and WPL’s Illinois properties in the first quarter of 2007. These items were partially offset by $24 million of expenditures for emission allowances at IPL in the first quarter of 2007.

IPL’s cash flows used for investing activities increased $130 million primarily due to higher construction expenditures including expenditures for its Whispering Willow - East wind farm during the first half of 2008 and $28 million of net proceeds from the sale of its Illinois properties in the first quarter of 2007. These items were partially offset by $24 million of expenditures for emission allowances in the first quarter of 2007.

WPL’s cash flows used for investing activities increased $83 million primarily due to higher construction expenditures including expenditures for its Cedar Ridge wind farm during the first half of 2008 and $24 million of net proceeds from the sale of its Illinois properties in the first quarter of 2007.

Construction and Acquisition Expenditures - Alliant Energy, IPL and WPL currently anticipate construction and acquisition expenditures during 2008, 2009 and 2010 as follows (in millions):

	Alliant Energy			IPL			WPL
Utility business (a):	2008	2009	2010	2008	2009	2010	2008	2009	2010
Generation - new facilities:
IPL Coal - Sutherland #4	$20	$345	$340	$20	$345	$340	$--	$--	$--
IPL Wind - Whispering Willow - East	180	240	10	180	240	10	--	--	--
WPL Coal - Nelson Dewey #3	15	300	470	--	--	--	15	300	470
WPL Wind - Bent Tree	25	150	290	--	--	--	25	150	290
WPL Wind - Cedar Ridge	125	--	--	--	--	--	125	--	--
WPL Wind - Other	10	35	155	--	--	--	10	35	155
WPL Gas - NEF (b)	--	--	--	--	--	--	--	95	--
Total generation - new facilities	375	1,070	1,265	200	585	350	175	580	915
Environmental	140	215	390	100	140	140	40	75	250
Advanced metering infrastructure	30	55	55	--	5	50	30	50	5
Other utility capital expenditures	475	375	375	275	200	210	200	175	165
Total utility business	1,020	1,715	2,085	$575	$930	$750	$445	$880	$1,335
Non-regulated businesses	15	10	10
	$1,035	$1,725	$2,095

(a)Cost estimates represent IPL’s or WPL’s estimated portion of total escalated construction and acquisition expenditures in millions of dollars and exclude AFUDC, if applicable.

(b) WPL currently plans to purchase NEF from Resources effective June 1, 2009.

The changes in anticipated construction and acquisition expenditures from previously disclosed estimates are primarily due to more certainty regarding the amount and timing of wind farm expenditures following the execution of a master supply agreement for the purchase of wind turbine generator sets and related equipment in the second quarter of 2008. The changes also reflect updated information regarding the amounts and timing of anticipated expenditures for environmental and other new generating facility projects as well as incremental capital expenditures for restoration activities associated with the severe flooding in the second quarter of 2008.

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Financing Activities -

First Half 2008 vs. First Half 2007 - Alliant Energy’s cash flows used for financing activities decreased $325 million primarily due to $234 million of common stock repurchases under Alliant Energy’s common stock repurchase program in the first half of 2007 and changes in the amount of debt issued and retired. These items were partially offset by $33 million of proceeds received from stock options exercised in the first half of 2007.

IPL’s cash flows used for financing activities decreased $148 million primarily due to a $100 million capital contribution from its parent, Alliant Energy, in the first quarter of 2008, long-term debt retirements in the first half of 2007 and lower common stock dividends. These items were partially offset by changes in the amount of short-term borrowings outstanding.

WPL’s cash flows used for financing activities decreased $96 million primarily due to the retirement of WPL’s 7% debentures in June 2007 and lower common stock dividends. These items were partially offset by changes in the amount of commercial paper outstanding.

State Regulatory Financing Authorization - In April 2008, WPL received authorization from the PSCW to issue up to $100 million of unsecured indebtedness in 2008 with terms not to exceed 21 years, among other conditions.

Shelf Registrations - In the third quarter of 2008, IPL and WPL filed shelf registration statements with the SEC. IPL’s shelf registration became effective in August 2008 and provides IPL flexibility to offer from time to time up to an aggregate of $500 million of its preferred stock and unsecured debt securities. This shelf registration replaces IPL’s $250 million shelf registration that became effective in September 2006. WPL’s shelf registration became effective in August 2008 and provides WPL flexibility to offer from time to time up to an aggregate of $450 million of its preferred stock and unsecured debt securities. As of Aug. 6, 2008, Alliant Energy, IPL and WPL had $208 million, $500 million and $450 million, respectively, remaining available under their shelf registrations.

Common Stock Dividends - Refer to Note 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of IPL’s and WPL’s common stock dividend payments.

Common Stock Issuances - Refer to Notes 6(b) and 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of common stock issuances, primarily under its equity incentive plans for employees.

Short- and Long-term Debt - Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on short- and long-term debt.

Off-Balance Sheet Arrangements - A summary of Alliant Energy’s off-balance sheet arrangements is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K. Refer to Notes 4 and 12(c) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information regarding IPL’s sale of accounts receivable program and several guarantees and indemnifications outstanding related to Alliant Energy’s, IPL’s and WPL’s previous divestiture activities.

Certain Financial Commitments -

Contractual Obligations - A summary of Alliant Energy’s, IPL’s and WPL’s contractual obligations is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except for the items described in Notes 8, 12(a) and 12(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements.” In the second quarter of 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas for the purchase of 500 MW of wind turbine generator sets and related equipment to support IPL’s and WPL’s wind generation plans. As of June 30, 2008, minimum future commitments for capital purchase obligations related to this agreement based on currency exchange rates, steel prices and diesel fuel prices at June 30, 2008 were as follows (in millions). Refer to “Other Matters - Market Risk Sensitive Instruments and Positions” for further discussion of potential impacts of changes in currency exchange rates, steel prices and diesel fuel prices on the minimum future commitments related to this agreement.

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	Second Half
	of 2008	2009	2010	2011	2012	Total
IPL	$26	$157	$3	$--	$--	$186
WPL	--	144	258	82	2	486
Alliant Energy	$26	$301	$261	$82	$2	$672

Environmental - A summary of Alliant Energy’s environmental matters is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except as described below.

Air Quality - Compliance Costs - IPL’s and WPL’s current estimated capital expenditures required to implement their multi-emissions compliance plans are as follows (in millions):

	2008	2009	2010	2011 - 2018
IPL	$100	$140	$140	$650 - $750
WPL	40	75	250	650 - 750
Alliant Energy	$140	$215	$390	$1,300 - $1,500

These expenditure estimates represent IPL’s or WPL’s respective portion of the total escalated capital expenditures and exclude AFUDC, if applicable. Capital expenditure estimates are subject to change based on future changes to plant specific costs of air pollution control technologies and air quality rules. In addition, the selection and timing of installation of air pollution controls for compliance may change as a result of these and other considerations.

In the second quarter of 2008, IPL announced plans to install air pollution controls to reduce nitrogen oxide (NOx) and mercury emissions at the Lansing Generating Station (Lansing) Unit 4. IPL filed plans with the IUB for these emissions reduction projects. Capital expenditures for the Lansing Unit 4 air pollution controls are currently estimated to be $155 million ($85 million for controls to reduce NOx and $70 million for controls to reduce mercury) and are included in the above estimates for Alliant Energy’s and IPL’s multi-emissions compliance plans.

In the second quarter of 2007, WPL filed a construction application with the PSCW to install air pollution controls to reduce sulfur dioxide (SO2) and mercury emissions at the two existing units at Nelson Dewey. Capital expenditures for the Nelson Dewey air pollution controls are currently estimated to be $200 million ($100 million for controls to reduce SO2 and $100 million for controls to reduce mercury) and are included in the above estimates for Alliant Energy’s and WPL’s multi-emissions compliance plans.

Clean Air Interstate Rule (CAIR) - In July 2008, the U.S. Court of Appeals for the District of Columbia Circuit vacated CAIR in its entirety and remanded the rule to the U.S. Environmental Protection Agency (EPA) for reconsideration. CAIR was issued by the EPA in 2005 to reduce emissions of SO2 and NOx from electric generating units with greater than 25 MW of capacity. CAIR established new SO2 and NOx (both annual and ozone season) emission caps that were scheduled to begin in 2010 and 2009, respectively, with further reductions in SO2 and NOx emission caps effective in 2015. The court ruling in July 2008 also vacated the CAIR regional cap and trade programs for SO2 and NOx, which has significantly decreased the value of emission allowances obtained for future compliance with these CAIR emission reduction standards. Refer to “Other Matters - Other Future Considerations - Emission Allowances” for additional discussion of potential future financial impacts related to recent decreases in emission allowance values. The court ruling in July 2008 did not impact other air quality regulations of the EPA which currently remain in effect including the Acid Rain Program regulations, which utilize a cap and trade program to reduce SO2 emissions. The ruling also does not impact the regulatory requirements for Reasonable Available Control Technology to reduce NOx emissions imposed in the Wisconsin counties that are currently non-attainment areas under the national ambient air quality standard for ozone. The EPA’s response to this court decision and associated implications to IPL and WPL are uncertain at this time. There are also uncertainties regarding the applicability of state regulations that were adopted to implement CAIR and state responses in the interim until the uncertainties are resolved. IPL and WPL are currently unable to predict the final outcome of the recent court ruling, but expect that capital investments and/or modifications resulting from the reconsidered air quality rules that address SO2 and NOx emissions could still be significant.

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The court ruling in July 2008 will also have an indirect impact on the Clean Air Visibility Rule (CAVR) issued by the EPA in 2005. CAVR requires states, including Iowa and Wisconsin, to develop and implement state implementation plans (SIPs) to address visibility impairment in designated national parks and wilderness areas across the country with a national goal of no impairment by 2064. Electric generating facility emissions of primary concern for visibility impairment include SO2, NOx and particulate matter. Affected states were required to submit a CAVR SIP to the EPA by December 2007 that included Best Available Retrofit Technology (BART) air pollution controls and other additional measures needed for reducing state contributions to regional haze. There are pending obligations under the EPA’s CAVR to complete BART determinations that would evaluate control options to reduce these emissions at certain WPL and IPL units that were in existence on Aug. 7, 1977 and began operation after Aug. 7, 1962. The EPA allowed for BART obligations for SO2 and NOx emissions to be fulfilled by the CAIR program and this compliance approach was adopted by both Iowa and Wisconsin. As a result of the court ruling to vacate CAIR, there are uncertainties in the applicability of and compliance outcomes of BART compliance approaches that will be revised for inclusion in Wisconsin and Iowa CAVR SIP submittals. Alliant Energy is unable to predict the impact that CAVR might have on the operations of its existing coal-fired generating facilities until Iowa and Wisconsin have received final EPA approvals of CAVR SIP submittals, which is currently expected in early 2009.

Until CAIR is resolved in the courts or with further action by the EPA, Alliant Energy plans to continue to implement its current multi-emissions compliance plan. Alliant Energy will closely monitor the future developments of this court case and continue to review its multi-emissions compliance plans with regulators to determine if any changes are required to its current plans.

Clean Air Mercury Rule (CAMR) - In March 2008, the U.S. Court of Appeals for the District of Columbia Circuit vacated and remanded the federal CAMR to the EPA for reconsideration. Subsequently, the EPA and industry intervenors filed a petition asking the U.S. Court of Appeals to re-hear this decision. In May 2008, the U.S. Court of Appeals denied this petition, and EPA must now reissue federal mercury regulations for coal-fired electric generating units. The EPA’s revised federal mercury rules and associated implications to IPL and WPL are uncertain at this time. In June 2008, the Iowa DNR issued a letter to IPL indicating the agency’s intent to undertake a rulemaking to remove provisions from the Iowa Administrative Code (IAC) that were adopted to implement the federal CAMR and indicating that affected electric generating units are not obligated to meet compliance requirements during the interim period until these IAC rules are officially repealed. Wisconsin proposed rules to implement the federal CAMR were pending adoption, and the Wisconsin DNR has subsequently issued a revised state-only mercury rule that was adopted by the Natural Resources Board in June 2008. IPL and WPL are currently unable to predict the final outcome of federal mercury emission regulations, but expect that capital investments and/or modifications resulting from mercury emission regulations could still be significant.

Wisconsin State Mercury Rule - In March 2008, the Wisconsin DNR issued a mercury public health and welfare finding and related notice of proposed revisions to Wisconsin’s current state mercury rule. The current and proposed rules apply to coal-fired generating units with greater than 25 MW of capacity. Under the proposed rule, WPL must reduce mercury emissions by 40% by Jan. 1, 2010 from a baseline established in the current state mercury rule. In addition, large coal-fired electric generating units with greater than 150 MW of capacity must either achieve a 90% mercury emissions reduction standard by Jan. 1, 2015 or choose a multi-pollutant alternative that requires the affected facilities to achieve NOx and SO2 reductions beyond those currently required by federal and state regulations. If the multi-pollutant approach is elected, an additional six years is allowed to achieve the 90% mercury emission reduction standard for the affected facilities. Other coal-fired electric generating units between 25 MW and 150 MW of capacity must install Best Available Control Technology by Jan. 1, 2015 to reduce mercury emissions. The Wisconsin mercury rule revisions were adopted by the Natural Resources Board in June 2008. The Wisconsin mercury rule revisions are now pending review and approval by the Wisconsin legislature, which is anticipated to be complete by the end of 2008. WPL continues to evaluate the impact of these proposed rule revisions and believes its current multi-emissions compliance plan includes sufficient controls to achieve compliance.

Ozone National Ambient Air Quality Standards - In March 2008, the EPA announced reductions in the primary standard for 8-hour ozone to a level of 0.075 parts per million (ppm) from the existing standard of 0.08 ppm. The EPA’s final designations of non-attainment areas for this new ozone standard are to be issued in 2010 with state implementation plans required in 2013. Alliant Energy is currently unable to predict the potential impact of this new ozone standard on its operations. Depending on the level and location of non-attainment areas, Alliant Energy may be subject to additional NOx emissions reduction requirements to meet the new ozone standard. Alliant Energy continues to monitor regulatory developments related to the new ozone standard issuance and the associated uncertainties to its current multi-emissions compliance plan.

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GHG Emissions - Refer to “Strategic Overview” for information regarding IPL’s and WPL’s proposed plans to reduce GHG emissions announced earlier this year.

Water Quality -

Hydroelectric Fish Passages and Fish Protective Devices - In March 2008, FERC approved a request to extend the deadlines to complete the construction and installation of a fish protective device to the end of 2008, and the design, construction and installation of fish passages to the end of 2012, for one of WPL’s hydroelectric generating facilities.

Land and Solid Waste -

MGP Sites - Refer to Note 12(d) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of IPL’s and WPL’s MGP sites.

Watertown Tire Fire Potentially Responsible Party (PRP) - In July 2008, Alliant Energy was notified by the EPA that it is a PRP with respect to environmental remediation at the Watertown Tire Fire facility in Watertown, Wisconsin. The notification alleges that Alliant Energy may have arranged for the disposal of hazardous substances at this site. The EPA seeks reimbursement from the PRPs for its costs of investigation and remediation. Management is investigating the matter and believes that any likely action resulting from this matter will not have a material adverse effect on Alliant Energy’s or WPL’s financial condition or results of operations.

OTHER MATTERS

Market Risk Sensitive Instruments and Positions - Alliant Energy’s primary market risk exposures are associated with currency exchange rates, interest rates, commodity prices and investment prices. Alliant Energy has risk management policies to monitor and assist in controlling these market risks and uses derivative instruments to manage some of the exposures. A summary of Alliant Energy’s market risks is included in Alliant Energy’s, IPL’s and WPL’s combined Annual Report on Form 10-K for the year ended Dec. 31, 2007 and such market risks have not changed materially from those reported in the 2007 Form 10-K, except as described below.

Currency Exchange Rate Risk - In the second quarter of 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas to purchase 500 MW of wind turbine generator sets and related equipment. A portion of the future payments under the master supply agreement are denominated in Euros, and therefore, are subject to currency exchange risk with fluctuations in currency exchange rates. The impact of a hypothetical 10% increase (decrease) in currency exchange rates on the future Euro-denominated payments under the master supply agreement would increase (decrease) the anticipated purchase price of the wind turbine generator sets and related equipment as of June 30, 2008 by approximately $9.3 million for Alliant Energy and WPL.

Interest Rate Risk - Alliant Energy, IPL and WPL are exposed to risk resulting from changes in interest rates as a result of their issuance of variable-rate debt, IPL’s accounts receivable sale program and variable-rate leasing agreements. Alliant Energy, IPL and WPL reduced a portion of their interest rate risk in the first half of 2008 by converting certain pollution control revenue bonds from variable interest rates to fixed interest rates. Assuming the impact of a hypothetical 100 basis point increase (decrease) in interest rates on variable-rate debt held, the amount outstanding under IPL’s accounts receivable sale program and variable-rate lease balances at June 30, 2008, Alliant Energy’s, IPL’s and WPL’s annual pre-tax expense would increase (decrease) by approximately $3.6 million, $2.2 million and $1.4 million, respectively. Refer to Note 8(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding the conversion of certain pollution control revenue bonds from variable interest rates to fixed interest rates.

Alliant Energy is also exposed to risk resulting from changes in interest rates as a result of balances of cash and cash equivalents that are currently invested in money market funds with yields that may fluctuate daily. Assuming the impact of a hypothetical 100 basis point increase (decrease) in interest rates on Alliant Energy’s money market fund investments at June 30, 2008, Alliant Energy’s annual interest income would increase (decrease) by approximately $5.6 million. Refer to Note 1(d) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on Alliant Energy’s investments in money market funds.

Commodity Price Risk - Alliant Energy’s and WPL’s retail electric margins are exposed to the impact of changes in commodity prices due largely to the current retail recovery mechanism in place in Wisconsin for fuel-related costs. Refer to “Rates and Regulatory” for discussion of WPL’s retail electric fuel-related rate increase request filed with the PSCW in March 2008 and potential changes to WPL’s electric fuel-related cost recovery mechanism.

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In the second quarter of 2008, Corporate Services, as agent for IPL and WPL, entered into a master supply agreement with Vestas to purchase 500 MW of wind turbine generator sets and related equipment. The master supply agreement includes pricing terms which are subject to change if steel prices or diesel fuel prices change by more than 10% between measurement dates defined in the master supply agreement. Assuming changes in steel prices are sufficient to warrant a change in the pricing terms, the impact of each incremental 10% increase (decrease) in steel prices will increase (decrease) the anticipated purchase price of the wind turbine generator sets and related equipment as of June 30, 2008 by approximately $3.4 million, $1.2 million and $2.2 million for Alliant Energy, IPL and WPL, respectively. Assuming changes in diesel fuel prices are sufficient to warrant a change in the pricing terms, the impact of each incremental 10% increase (decrease) in diesel fuel prices will increase (decrease) the anticipated purchase price of the wind turbine generator sets and related equipment as of June 30, 2008 by approximately $0.4 million for Alliant Energy and WPL.

Investment Price Risk - Alliant Energy, IPL and WPL are exposed to investment price risk as a result of their investments in debt and equity securities, largely related to securities held by their pension and other postretirement benefits plans. The values of investments held by their pension and other postretirement benefits plans have decreased materially since their last measurement date of Sep. 30, 2007. Refer to “Other Future Considerations - Pension and Other Postretirement Benefits Plan Assets” for further discussion.

New Accounting Pronouncements - Refer to Note 1(g) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of new accounting pronouncements impacting Alliant Energy.

Critical Accounting Policies - A summary of Alliant Energy’s critical accounting policies is included in Alliant Energy’s, IPL’s and WPL’s combined Annual Report on Form 10-K for the year ended Dec. 31, 2007 and such policies have not changed materially from those reported in the 2007 10-K, except as described below.

Critical Estimates Related to Impacts of Severe Midwest Flooding in the Second Quarter of 2008 - Refer to Notes 1(e) and 12(f) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussions of estimated retirements of utility plant damaged by severe Midwest flooding recorded in the second quarter of 2008 and estimated property insurance recoveries related to losses from the severe Midwest flooding recorded in the second quarter of 2008, respectively.

Asset Valuations of Long-Lived Assets to be Held and Used - In April 2008, WPL received approval from the PSCW to purchase Resources’ 300 MW, simple cycle, natural gas-fired electric generating facility in Neenah, Wisconsin. Refer to “Strategic Overview - Utility Generation Plan” for further details on NEF, including WPL’s filing for approval from FERC in June 2008.

Refer to “Other Future Considerations - Emission Allowances” for details of potential impairments to Alliant Energy’s, IPL’s and WPL’s acquired SO2 emission allowances as a result of significant decreases in trading prices of emission allowances in July 2008 following a court ruling which vacated CAIR.

Unbilled Revenues - Refer to “Alliant Energy’s Results of Operations - Utility Electric Margins - Unbilled Revenue Estimates” for discussion of adjustments to unbilled electric revenue estimates in the second quarters of 2008 and 2007.

Accounting for Pensions and Other Postretirement Benefits Plan Assets - Refer to “Other Future Considerations - Pension and Other Postretirement Benefits Plan Assets” for discussion of decreases in the total fair value of Alliant Energy’s, IPL’s and WPL’s pension and other postretirement benefits plan assets since the last measurement date of Sep. 30, 2007.

Income Taxes -

Deferred Tax Asset Valuation Allowances - Alliant Energy is currently exploring changes to current business operations and state tax planning strategies that could materially reduce deferred tax asset valuation allowances related to state net operating loss carryforwards. At June 30, 2008, Alliant Energy had deferred tax asset valuation allowances related to state net operating loss carryforwards of $14 million.

Refer to Notes 5 and 12(e) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for a discussion of the settlement Alliant Energy reached with the IRS in the second quarter of 2008 that finalized the audit of its U.S. federal income tax returns for calendar years 2002 through 2004 and the impact of this settlement on Alliant Energy’s capital loss utilization, respectively.

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Other Future Considerations - A summary of Alliant Energy’s, IPL’s and WPL’s other future considerations is included in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and such considerations have not changed materially from the items reported in the 2007 Form 10-K, except as described below.

Severe Midwest Flooding - Refer to “Severe Midwest Weather” for details of the anticipated impacts of the severe Midwest flooding in the second quarter of 2008 on Alliant Energy’s and IPL’s financial condition, results of operations and cash flows.

IPL’s Electric Transmission Assets Sale - In December 2007, IPL completed the sale of its electric transmission assets located in Iowa, Minnesota and Illinois to ITC for net proceeds of $772 million, subject to post-closing adjustments. Subsequent to the closing of the sale, IPL began incurring charges from ITC for transmission services required to serve its electric customers. These charges for transmission services from ITC are recorded in “Operation and maintenance expenses” on Alliant Energy’s and IPL’s Condensed Consolidated Statements of Income and are currently expected to be between $80 million to $90 million in 2008. The negative impact on Alliant Energy’s and IPL’s earnings from these charges for transmission services in 2008 will be partially offset by the elimination of other operation and maintenance, depreciation and property tax expenses related to the electric transmission assets that were sold and the positive impacts from the use of the sale proceeds to fund investments in short-term securities, reduce short-term debt and reduce IPL’s amount of accounts receivable sold. Alliant Energy currently estimates the net impact of these items will reduce its earnings in 2008 as compared to 2007 by approximately $0.12 to $0.14 per share ($0.17 to $0.21 per share decrease in earnings at its utility business partially offset by a $0.05 to $0.07 per share increase in earnings at Alliant Energy parent company). The estimated earnings impact of the sale increased from the $0.09 per share amount presented in the 2007 Form 10-K to the current estimate of $0.12 to $0.14 per share largely due to a reduction in the estimated earnings from the use of the sale proceeds caused by declines in short-term interest rates during the first half of 2008.

Emission Allowances - In July 2008, the U.S. Court of Appeals for the District of Columbia Circuit vacated CAIR, which was issued by the EPA in 2005 to reduce future emissions of SO2 and NOx. The court ruling in July 2008 also vacated the CAIR regional cap and trade programs for SO2 and NOx, which has resulted in a significant decrease in the trading prices of emission allowances obtained for future compliance with the CAIR emission reduction standards. However, the court’s ruling does not eliminate the use of SO2 emission allowances under the cap and trade program of the Acid Rain Program regulations. At June 30, 2008, IPL and WPL had acquired SO2 emission allowances recorded as intangible assets in “Deferred charges and other” on their Condensed Consolidated Balance Sheets of $57 million and $7 million, respectively. At June 30, 2008, IPL and WPL also had cumulative gains from previous sales of SO2 emission allowances recorded as “Regulatory liabilities” on their Condensed Consolidated Balance Sheets of $57 million and $7 million, respectively. IPL and WPL believe any reduction in the carrying value of their purchased SO2 emission allowances due to recent declines in trading prices of emission allowance will be offset by a comparable reduction in their regulatory liabilities established with the sale of previous SO2 emission allowances, resulting in no impact on their results of operations or cash flows.

In addition, IPL has entered into forward contracts as of June 30, 2008 to purchase future SO2 emission allowances and future annual NOx emission allowances from various counterparties for $34 million and $11 million, respectively. IPL is currently assessing the status of these contracts in light of the recent court ruling that vacated CAIR, subsequent developments in the wake of that ruling and continuation of SO2 emission allowances under the cap and trade program of the Acid Rain Program regulations. Regulators have reviewed IPL's emission allowance purchase plans as part of its overall environmental compliance efforts, therefore, IPL is also assessing the potential regulatory recovery of any financial losses that may be incurred as a result of these forward contracts. Alliant Energy and IPL are currently unable to predict what impact, if any, these forward contracts will have on their financial condition, results of operations and cash flows.

Pension and Other Postretirement Benefits Plan Assets - Alliant Energy’s, IPL’s and WPL’s pension and other postretirement benefits plan assets are predominately invested in equity and debt securities. These plan assets have decreased in total fair value since the last measurement date of Sep. 30, 2007 consistent with general market conditions during such period. Alliant Energy, IPL and WPL believe pension and other postretirement benefits costs could be materially higher in 2009 as compared to the costs expected to be recognized in 2008 if the total fair value of their plans’ assets remains at current levels, or decreases further prior to the next measurement date of Dec. 31, 2008. If asset values remained at June 30, 2008 levels through Dec. 31, 2008, then Alliant Energy, IPL and WPL believe any required contributions to their pension and other postretirement benefits plans resulting from the recent decreases in value of plan assets would not have a significant adverse impact on their liquidity given their current available capacity under revolving credit facilities, cash and cash equivalents, and access to capital markets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported in “Other Matters - Market Risk Sensitive Instruments and Positions” in MDA.

ITEM 4. CONTROLS AND PROCEDURES

Alliant Energy’s, IPL’s and WPL’s management evaluated, with the participation of each of Alliant Energy’s, IPL’s and WPL’s Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Disclosure Committee, the effectiveness of the design and operation of Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the quarter ended June 30, 2008 pursuant to the requirements of the Securities Exchange Act of 1934. Based on their evaluation, the CEO and the CFO concluded that Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures were effective as of the end of the quarter ended June 30, 2008.

As a result of the severe Midwest flooding in June 2008, Alliant Energy was required to temporarily relocate the employees and operations of IPL’s general office building and certain operating facilities located in Cedar Rapids, Iowa that were impacted by the flooding. During the relocation, certain processes were modified to ensure business continuity. Despite the changes in location, business continuity plans were implemented in a timely manner, and Alliant Energy, IPL and WPL continued to operate effectively using their existing systems and controls to ensure the accuracy, completeness and timeliness of their financial records. Financial applications experienced no interruption of processing. Meter reading and processing of customers’ payments for IPL and WPL experienced a short-term interruption during the relocation and resumed with the implementation of business continuity plans. Billing and meter reading activities were suspended in areas impacted by the flooding and these activities are resuming as service is restored to the areas impacted by the flooding.

Management’s evaluation of these changes concluded there was no change in Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting that occurred during the quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IPL’s or WPL’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

A summary of Alliant Energy’s, IPL’s and WPL’s risk factors are included in Item 1A in the combined Annual Report on Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2007 and has not changed materially from the items reported in the 2007 Form 10-K, except as described below.

Our results of operations, financial condition and cash flows could be materially and adversely affected if we fail to recover, or experience delays in recovering, storm restoration costs incurred as a result of the recent Midwest flooding or as a result of continued lost revenue from service disruptions caused by the flooding - Extensive flooding in the Midwest in June 2008 caused catastrophic damage in our Iowa service territory. As a result of the flooding, we expect to incur significant storm restoration costs for the repair and/or replacement of our property damaged by the flooding. The flooding has caused extensive damage to two of our generating facilities in Cedar Rapids, Iowa, which we are currently assessing. Therefore, we have not yet been able to determine their total restoration costs and if, and when, they will return to service. Certain of the storm restoration costs may not qualify for recovery under our flood insurance policy and the total storm restoration costs may exceed the amount of our flood insurance coverage limit of $100 million, therefore insurance may not cover all of our costs. In addition to damage to our property, the flood has also caused significant damage to several of our customers in Cedar Rapids, Iowa who may be unable to take any electric and steam load or who may have reduced electric and steam load. We cannot predict how long these load reductions will continue. We are also unable to predict whether any customers may decide not to return to full operations after the flood. The flood may also have an adverse impact on the economy in our service territories. We are unable to predict with certainty the amount or timing of any insurance and regulatory recoveries of the storm restoration costs. As a result, the financial impacts of the flooding may have a materially adverse impact on our financial condition, results of operations and cash flows.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A summary of Alliant Energy common stock repurchases for the quarter ended June 30, 2008 was as follows:

				Maximum Number (or
			Total Number of	Approximate Dollar
	Total Number	Average Price	Shares Purchased as	Value) of Shares That
	of Shares	Paid Per	Part of Publicly	May Yet Be Purchased
Period	Purchased (a)	Share	Announced Plan	Under the Plan (a)
April 1 to April 30	710	$37.85	--	N/A
May 1 to May 31	2,798	37.53	--	N/A
June 1 to June 30	700	36.93	--	N/A
	4,208	37.48	--

(a) Includes 183, 2,532 and 191 shares of Alliant Energy common stock for April 1 to April 30, May 1 to May 31, and June 1 to June 30, respectively, purchased on the open market and held in a rabbi trust under the Alliant Energy Deferred Compensation Plan (DCP). There is no limit on the number of shares of Alliant Energy common stock that may be held under the DCP, which currently does not have an expiration date. Also includes 527, 266 and 509 shares of Alliant Energy common stock for April 1 to April 30, May 1 to May 31, and June 1 to June 30, respectively, transferred from employees to Alliant Energy to satisfy tax withholding requirements in connection with the vesting of certain restricted stock under the EIP.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ALLIANT ENERGY - At Alliant Energy’s annual meeting of shareowners held on May 15, 2008, the following individuals were elected as directors of Alliant Energy with terms expiring in 2011:

Name of Nominee	Votes For	Votes Withheld
William D. Harvey	93,253,661	3,529,145
James A. Leach	93,880,194	2,902,612
Singleton B. McAllister	93,977,819	2,804,987

The following are the other directors of Alliant Energy whose terms of office continued after the 2008 annual meeting: Ann K. Newhall, Dean C. Oestreich and Carol P. Sanders, with terms expiring in 2009; and Michael L. Bennett, Darryl B. Hazel, David A. Perdue and Judith D. Pyle, with terms expiring in 2010.

Also at Alliant Energy’s annual meeting of shareowners held on May 15, 2008, the following matter was submitted to a vote of shareowners:

	Votes	Votes	Votes	Broker
	For	Against	Abstain	Non-Votes
Ratification of the appointment of Deloitte & Touche
LLP as Alliant Energy’s independent registered
public accounting firm for 2008	95,198,750	1,138,151	445,905	--

IPL - At IPL’s annual meeting of shareowners held on May 15, 2008, William D. Harvey, James A. Leach and Singleton B. McAllister were elected as directors of IPL with terms expiring in 2011. Alliant Energy voted all of the outstanding shares of common stock of IPL (consisting of 13,370,788 shares) in favor of the election of these individuals. The following are the other directors of IPL whose terms of office continued after the 2008 annual meeting: Ann K. Newhall, Dean C. Oestreich and Carol P. Sanders, with terms expiring in 2009; and Michael L. Bennett, Darryl B. Hazel, David A. Perdue and Judith D. Pyle with terms expiring in 2010.

Also at IPL’s annual meeting of shareowners held on May 15, 2008, Alliant Energy voted all of the outstanding shares of common stock of IPL (consisting of 13,370,788 shares) in favor of ratification of the appointment of Deloitte & Touche LLP as IPL’s independent registered public accounting firm for 2008.

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WPL - At WPL’s annual meeting of shareowners held on May 21, 2008, the following individuals were elected as directors of WPL with terms expiring in 2011:

Name of Nominee	Votes For	Votes Withheld
William D. Harvey	13,682,432	3,302
James A. Leach	13,682,533	3,201
Singleton B. McAllister	13,682,631	3,103

The following are the other directors of WPL whose terms of office continued after the 2008 annual meeting: Ann K. Newhall, Dean C. Oestreich and Carol P. Sanders, with terms expiring in 2009; and Michael L. Bennett, Darryl B. Hazel, David A. Perdue and Judith D. Pyle, with terms expiring in 2010.

Also at WPL’s annual meeting of shareowners held on May 21, 2008, the following matter was submitted to a vote of shareowners:

	Votes	Votes	Votes	Broker
	For	Against	Abstain	Non-Votes
Ratification of the appointment of Deloitte & Touche
LLP as WPL’s independent registered public
accounting firm for 2008	13,683,727	1,246	761	--

ITEM 6. EXHIBITS

The following Exhibits are filed herewith.

10.1 Master Supply Agreement between Corporate Services, as agent for IPL and WPL, and Vestas, effective
     June 1, 2008 (a)

10.2 Form of Key Executive Employment and Severance Agreement (KEESA), by and between Alliant Energy
     and each of W.D. Harvey, E.G. Protsch and B.J. Swan

10.3 Form of KEESA, by and between Alliant Energy and each of T.L. Aller, D.K. Doyle, T.L. Hanson,
     P.L. Kampling and P. Howard Moore

12.1 Ratio of Earnings to Fixed Charges for Alliant Energy

12.2 Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred
     Dividend Requirements for IPL

12.3 Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred
     Dividend Requirements for WPL

31.1 Certification of the Chairman, President and CEO for Alliant Energy

31.2 Certification of the Senior Executive Vice President and CFO for Alliant Energy

31.3 Certification of the Chairman and CEO for IPL

31.4 Certification of the CFO for IPL

31.5 Certification of the Chairman and CEO for WPL

31.6 Certification of the CFO for WPL

32.1 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy

32.2 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IPL

32.3 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WPL

(a) Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the SEC pursuant to Rule 24b-2. The redacted material is being filed separately with the SEC.

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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 thereunto duly authorized on the 6th day of August 2008.

ALLIANT ENERGY CORPORATION

Registrant

By: /s/ Thomas L. Hanson Vice President-Controller and Chief Accounting Officer

Thomas L. Hanson (Principal Accounting Officer and Authorized Signatory)

INTERSTATE POWER AND LIGHT COMPANY

Registrant

By: /s/ Thomas L. Hanson Vice President-Controller and Chief Accounting Officer

Thomas L. Hanson (Principal Accounting Officer and Authorized Signatory)

WISCONSIN POWER AND LIGHT COMPANY

Registrant

By: /s/ Thomas L. Hanson Vice President-Controller and Chief Accounting Officer

Thomas L. Hanson (Principal Accounting Officer and Authorized Signatory)

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EX-10

Exhibit 10.1

_________________________

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

MASTER SUPPLY AGREEMENT

between

ALLIANT ENERGY CORPORATE SERVICES, INC.,

AS AGENT FOR INTERSTATE POWER AND LIGHT COMPANY AND

WISCONSIN POWER AND LIGHT COMPANY,

as Buyer

and

VESTAS-AMERICAN WIND TECHNOLOGY, INC.

as Supplier

for

WIND TURBINE EQUIPMENT SUPPLY

for

MULTIPLE WIND ENERGY GENERATION FACILITIES

Dated as of June 1, 2008

Table of Contents

Page

ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION   1

1.1 Definitions   1

1.2 Recitals, Articles, Sections and Exhibits 19

1.3 Gender 19

1.4  Successors and Assigns 19

1.5  Day 19

1.6  Grammatical Forms 19

1.7  References to Documents 19

ARTICLE 2. PURCHASE AND SALE COMMITMENT 20

2.1 Commitment Quantity 20

ARTICLE 3. PROJECTS AND PROJECT DOCUMENTS 20

3.1 Effect of Execution of Project Documents 20

3.2 Equipment Options Notices 20

3.3 Project Notices 21

3.4 Site Review 21

3.5 Installation Services 23

3.6 Site Facilities 23

3.7 Project Documents 24

3.8 Third Party Owner 24

ARTICLE 4. PRICING AND PAYMENT 26

4.1 Wind Turbine Base Price 26

4.2 Group Base Price 27

4.3 Payments for Wind Turbine Base Price 27

4.4 Optional Equipment Payments 29

4.5 Application of Payments to Project Contract Price 29

4.6 Hedging 29

4.7 Adjustments 31

4.8 Invoicing 32

4.9 Disputed Payments 33

4.10 Late Payments 33

4.11 Taxes 33

4.12 Supplier MSA Parent Guaranty 33

4.13 Buyer Payment Security 33

ARTICLE 5. TITLE, RISK OF LOSS, CARE, CUSTODY AND CONTROL 34

5.1 Title 34

5.2 Risk of Loss 34

ARTICLE 6. DELIVERY AND STORAGE 34

6.1 Delivery of Wind Turbines 34

6.2 Storage 36

6.3 Maintenance During Storage 36

6.4 Extended Storage 37

6.5 Guaranteed Delivery Dates 38

6.6 Supplier Permits 39

6.7 Standard of Performance 39

6.8 Supplier’s Manager 39

6.9 Subcontractors and Vendors 40

6.10 Liens 40

6.11 Taxes 41

6.12 Manufacturing Facility 41

ARTICLE 7. ADDITIONAL BUYER OBLIGATIONS 42

7.1 Right of Access 42

7.2 Transportation Access 42

7.3 Loading, Unloading and Delivery Device Return 42

7.4 Standard of Performance 43

7.5 Buyer’s Manager 43

7.6 Buyer Permits 44

7.7 Hazardous Site Conditions 44

7.8 Soil and Subsurface Conditions 44

ARTICLE 8. PROPRIETARY RIGHTS 45

8.1 Grant of and Rights to License 45

8.2 No Copies 45

8.3 Proprietary Notices 45

8.4 No Reverse Engineering 45

8.5 Improvements 46

8.6 Ownership 46

8.7 Enforcement 46

8.8 Durations and Transfers 47

8.9 Government End Users 48

8.10 Export Restrictions 48

8.11 Reservation of Rights 48

ARTICLE 9. EXCUSABLE EVENTS 48

9.1 Excusable Events 48

9.2 Change Order for Excusable Event 49

9.3 Procedures upon Excusable Event or Force Majeure 49

9.4 Burden of Proof 50

ARTICLE 10. CHANGE ORDERS 50

10.1 Change Order 50

10.2 Change Order Process 51

10.3 Default Change Order Pricing 51

10.4 Change Order Restrictions 51

10.5 No Change 52

10.6 Accounting and Auditing 52

ARTICLE 11. INSURANCE 52

ARTICLE 12. LIMITATIONS ON LIABILITY 53

12.1 Overall Limitation of Liability 53

12.2 Consequential Damages 53

12.3 Releases Valid in All Events 53

12.4 Survival 54

ARTICLE 13. CONFIDENTIALITY AND PUBLICITY 54

13.1 Confidential Information 54

13.2 Publicity 56

13.3 Survival 56

13.4 Remedies 56

ARTICLE 14. REPRESENTATIONS AND WARRANTIES OF SUPPLIER 57

14.1 Due Organization; Valid Existence; Qualified to do Business 57

14.2 Due Authorization 57

14.3 Execution and Delivery 57

14.4 Governmental Approvals 57

14.5 Permits 57

14.6 Accuracy of Information 57

14.7 Title 57

14.8 Rights to Licensed Materials 58

ARTICLE 15. REPRESENTATIONS AND WARRANTIES OF BUYER 58

15.1 Due Organization; Valid Existence; Qualified to do Business 58

15.2 Due Authorization 58

15.3 Execution and Delivery 58

15.4 Governmental Approvals 58

15.5 Permits 58

15.6 Accuracy of Information 58

15.7 Correct Project Commercial Information 58

ARTICLE 16. DEFAULT AND TERMINATION 59

16.1 Supplier Defaults 59

16.2 Buyer Defaults 60

16.3 Cure of an Event of Default 60

16.4 Event of Default Remedies 61

16.5 Termination For Buyer Event of Default 62

16.6 Termination For Supplier Event of Default 62

16.7 Termination For Force Majeure Event 63

16.8 Limitations on Transfer of Title Upon Termination 64

16.9 Surviving Obligations 64

ARTICLE 17. INDEMNIFICATION 64

17.1 Indemnification By Buyer 64

17.2 Indemnification By Supplier 65

17.3 Comparative Negligence 65

17.4 Indemnity from Liens 65

17.5 Indemnification Procedure 65

17.6 Infringement Indemnification by Supplier 66

17.7 Infringement Indemnification by Buyer 67

17.8 Survival 68

ARTICLE 18. DISPUTE RESOLUTION 68

18.1 Referral to Senior Management 68

18.2 Arbitration Procedure 68

18.3 Fees 69

18.4 Performance During Dispute 69

18.5 Third Parties 69

18.6 Resolution of Project Document Disputes 70

18.7 Independent Engineer 70

18.8 Language 70

18.9 Survival 70

ARTICLE 19. GENERAL PROVISIONS 71

19.1 Waiver 71

19.2 Right of Waiver 71

19.3 Successors and Assigns 71

19.4 Notices 72

19.5 Governing Law 73

19.6 Consent to Jurisdiction 73

19.7 Amendments 73

19.8 Entire Agreement 73

19.9 Independent Contractor 73

19.10 Survival 73

19.11 Further Assurances 74

19.12 Counterparts 74

19.13 NO IMPLIED WARRANTIES 74

19.14 Headings 74

19.15 No Rights in Third Parties 74

19.16 Severability 74

19.17 Joint Effort 74

19.18 Effectiveness 75

19.19 English Language Documents 75

19.20 Notices, Consents and Approvals in Writing 75

19.21 Federal Contractor Requirements 75

List of Exhibits

Exhibit A Delivery Schedule

A.1 Group 1 Wind Turbine Delivery Schedule

A.2 Group 2 Wind Turbine Delivery Schedule

A.3 Group 3 Wind Turbine Delivery Schedule

Exhibit B Form of Equipment Options Notice

Exhibit C Form of Project Notice

Exhibit D Form of Turbine Supply Agreement

Exhibit E Form of Turbine Supply and Installation Agreement

Exhibit F Form of Service Agreement

Exhibit G Form of Manufacturing Capacity Allocation Certificate

Exhibit H Form of Ex Works Certificate

Exhibit I Form of Delivery Certificate

Exhibit J Approved Major Subcontractors

Exhibit K Storage Requirements

Exhibit L Storage Instructions

Exhibit M Delivery Device Storage Fees

Exhibit N Form of Delayed Project Documents Execution Certificate

Exhibit O Form of Delayed Commissioning Completion Certificate

Exhibit P Form of Delayed Substantial Completion Certificate

Exhibit Q Form of Delayed Final Completion Certificate

Exhibit R Form of Delayed SCADA Completion Certificate

Exhibit S Site Facilities

S.1 Site Facilities Requirements

S.2 Site Facilities Lease

Exhibit T Annual Fee Parameters

Exhibit U Payment Schedules

U.1 Payment Schedule

U.2 Accelerated Payment Schedule

Exhibit V Form of Application for Payment

Exhibit W Supplier’s Account Information

Exhibit X Form of Change Order

Exhibit Y Form of Escrow Agreement

Exhibit Z Insurance Requirements

Exhibit AA Form of Supplier MSA Parent Guaranty

Exhibit BB Form of Letter of Credit

Exhibit CC Form of Buyer MSA Parent Guaranty

Exhibit DD Site Review Criteria

Exhibit EE Initial Proposed Redactions

Exhibit FF Supplier’s Standard Rate Schedule

MASTER SUPPLY AGREEMENT

This MASTER SUPPLY AGREEMENT (hereinafter this “Agreement”) is entered into this 1^st day of June, 2008 (the “Effective Date”), between Vestas-American Wind Technology, Inc., a California corporation (hereinafter “Supplier” or “Vestas”), and Alliant Energy Corporate Services, Inc., as agent for Interstate Power and Light Company, an Iowa corporation, and Wisconsin Power and Light Company, a Wisconsin corporation (hereinafter “Buyer”). Supplier and Buyer are referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS:

A. WHEREAS, Supplier, either directly or through Affiliates, is engaged in the business of manufacturing and delivering wind power plant equipment and parts and providing related services.

B. WHEREAS, Buyer, either directly or through Owners, is developing wind power generation facilities.

C. WHEREAS, Buyer wishes to secure a firm commitment from Supplier for (a) the supply of designated quantities of wind turbine generator sets and related equipment to be installed in various projects Buyer intends to develop and (b) related services.

D. WHEREAS, Supplier wishes to secure a firm commitment from Buyer for the purchase of (a) such designated quantities of wind turbine generator sets and related equipment and (b) related services.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1.

DEFINITIONS AND RULES OF INTERPRETATION

1.1       Definitions. Initially-capitalized terms used in this Agreement (including the preamble and Recitals hereto) and not otherwise defined herein shall have the meanings specified below:

“AAA” has the meaning set forth in Section 18.2.

“Acceptable Bank” shall mean (i) an organization that is a “bank” within the meaning of Section 9-102(a)(8) of the New York Uniform Commercial Code, incorporated or otherwise organized and doing business within the United States, having a Credit Rating on the date of issuance of the Payment Letter of Credit, and thereafter at all times until the Payment Letter of Credit is no longer required, of at least ______^* by Standard & Poor’s and _____^* by Moody’s (and in each case not on credit watch for a possible downgrade below such levels), that is acceptable to the appropriate credit, risk or other approval committees or officers of Supplier, that is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer and that is not involved in any litigation, dispute or arbitration proceeding between Supplier, on the one hand, and such Acceptable Bank, on the other hand, or (ii) such other Person that is acceptable to Supplier in its sole discretion.

“Acceptable Site Review” means a Standard Unqualified Site Review, a Standard Qualified Site Review, or a Conditional Site Review with Project Document Modifications, as applicable, accepted by the Designated Owner.

“Action” has the meaning set forth in Section 8.7.

“Actual Hedge Rate” has the meaning set forth in Section 4.6.1.

“Actual Hedging Date” has the meaning set forth in Section 4.6.1.

“Adjustable Portion” has the meaning set forth in Section 4.2.

“Advanced Grid Option” means the integrated turbine system solution that provides low voltage ride through, as more particularly described in Exhibit D.1.4 to the form of Supply Agreement.

“Affiliate” means, as to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person in question. For the purposes of this definition, the concept of “control,” when used with respect to any specified Person, shall signify the possession of the power to direct the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests.

“Aggregate Base Price” means the aggregate of the Base Prices for all of the Wind Turbines, and includes (i) ____^* SCADA System servers and (ii) ____^* containers of Lifting and Rigging Equipment, and is set forth in the Payment Schedule.

“Agreement” has the meaning set forth in the preamble hereto.

“Alternate Delivery Location” means a Buyer Alternate Delivery Location or a Supplier Alternate Delivery Location, as applicable.

“Annual Fee” has the meaning set forth in the applicable Service Agreement.

“Annual Fee Parameters” means the parameters set forth in Exhibit T, as may be adjusted in accordance with Project Document Modifications.

”Anticipated Delivery Date” means the anticipated date for Delivery of the Wind Turbines within the applicable Group of Wind Turbines to the Assumed Delivery Point set forth on Exhibit A.1,  A.2   A.3, as applicable, as the same may be adjusted pursuant to Section 6.1.1(ii) or Article 10.

“Anticipated Hedging Date” means (i) with respect to the Group 1 Wind Turbines and the Group 2 Wind Turbines, the first Business Day immediately following Supplier’s receipt of the payment due under Section 4.3.1, and (ii) with respect to the Group 3 Wind Turbines, the Business Day designated by Buyer as the date on which Buyer wishes to hedge the Adjustable Portion of the Group 3 Base Price in a written notice delivered to Supplier, which date shall be no earlier than fourteen (14) days after the date such notice is delivered to Supplier and no later than twenty one (21) days before the payment under Section 4.3.3(i) is due for the Group 3 Wind Turbines.

“Applicable Laws” means, with respect to each Party, all laws, codes, ordinances, statutes, rules, regulations, orders, decrees, judgments, injunctions, notices or binding agreements promulgated or entered into by any Governmental Authority having jurisdiction over such Party, the Project or such Party’s obligations under this Agreement, as the same may be modified, amended or repealed from time to time.

“Application for Payment” has the meaning set forth in Section 4.8.1.

“Approved Major Subcontractor” means a Person identified in Exhibit J.

“Arbitration Notice” has the meaning set forth in Section 18.2.

“Assign” or “Assignment” means (i) an assignment, transfer or pledge of this Agreement, whether such assignment, transfer or pledge is by operation of law or otherwise, and (ii) a Change in Control of a Party.

“Assignee” means (i) the Person to whom this Agreement is transferred, whether by Assignment, transfer, pledge or succession by operation of law or otherwise, or (ii) the Person who acquired control of a Party pursuant to a Change in Control of such Party.

“Assumed Delivery Point” means the location or locations in Franklin County, Iowa for any Group of Wind Turbines for which IPL is the Designated Owner and the location or locations in Freeborn County, Minnesota for any Group of Wind Turbines for which WPL is the Designated Owner, as designated by Buyer, complying with the Storage Requirements to allow the Turbine Equipment to be stored in accordance with the Storage Instructions.

“Assumed Hedging Rate” has the meaning set forth in Section 4.3.1.

“Availability Covenants” means the obligations of Supplier described in Section 2.3 to the form of Service Agreement and Exhibit D to the form of Service Agreement.

“Bank Credit Downgrade Event” means that the Credit Rating of an Acceptable Bank that provided a Payment Letter of Credit falls below the minimum required levels specified therefor or an Acceptable Bank is placed on credit watch for a possible downgrade below the minimum levels specified therefor.

“Base Price” has the meaning set forth in Section 4.1 and is set forth in the Payment Schedule.

“Blade Set” means a complete set of three (3) blades for a Wind Turbine.

“Business Day” means every day other than a Saturday, Sunday or a day on which banks are required or authorized by law or executive order to close in the State of Oregon, the State of New York, the State in which the Delivery Point is located, or, with respect to Section 4.6 only, the Kingdom of Denmark.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“Buyer Alternate Delivery Location” means the delivery location selected by Buyer in accordance with Section 6.1.1 that complies with Exhibit K (the Storage Requirements) to allow the Turbine Equipment to be stored in accordance with Exhibit L (the Storage Instructions) and permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“Buyer Data” has the meaning set forth in Section 8.6.2.

“Buyer Event of Default” has the meaning set forth in Section 16.2.

“Buyer Indemnified Party” has the meaning set forth in Section 17.2.

“Buyer Intellectual Property” has the meaning set forth in Section 17.7.1.

“Buyer MSA Parent Guaranty” means a parent guaranty executed by Buyer Parent for the benefit of Supplier, which parent guaranty shall be substantially in the form of Exhibit CC.

“Buyer Parent” means Alliant Energy Corporation, a Wisconsin corporation.

“Buyer Permits” has the meaning set forth in Section 7.6.

“Buyer Responsible Party” means Buyer, its subcontractors, or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them is liable.

“Buyer’s Manager” has the meaning set forth in Section 7.5.

“Change in Control” means, with respect to a Party, a transaction or series of transactions where the Persons who hold fifty percent (50%) or more of the equity ownership of a Party or have the power to direct the management and policies of such Party prior to such transaction or series of transactions cease to hold fifty percent (50%) or more of the equity ownership of such Party or have the power to direct the management and policies of such Party as a result of such transaction or series of transactions.

“Change in Law” means, (A) after the Effective Date, the enactment, adoption, promulgation, modification or repeal of any Applicable Law; or (B) the imposition of any material conditions on the issuance or renewal of any applicable Permit after the Effective Date (notwithstanding the general requirements contained in any applicable Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation).

“Change Order” has the meaning set forth in Section 10.1.

“Change Order Information” has the meaning set forth in Section 10.2.

“Climatic Data Sheet” has the meaning set forth in the applicable Supply Agreement.

“Commissioning” means the Supplier's performance of certain activities listed on the applicable commissioning completion checklist under the applicable Supply Agreement.

“Component” means a Turbine Nacelle, blade, Hub or Tower section, as applicable.

“Conditional Site Review” has the meaning set forth in Section 3.4.2.

“Confidential Information” has the meaning set forth in Section 13.1.1.

“Credit Rating” means, for any Person, the long-term corporate credit rating or the unsecured, senior long term and unenhanced debt rating of such Person, as given by Standard & Poor’s or Moody’s, as applicable.

“Delayed Commissioning Completion Certificate” means a certificate in the form of Exhibit O that is delivered in accordance with Section 4.3.3(iv).

“Delayed Final Completion Certificate” means a certificate in the form of Exhibit Q that is delivered in accordance with Section 4.3.3(vi).

“Delayed Project Documents Execution Certificate” means a certificate in the form of Exhibit N that is delivered in accordance with Section 4.3.3(i).

“Delayed SCADA Completion Certificate” means a certificate in the form of Exhibit R that is delivered in accordance with Section 4.3.3(vii).

“Delayed Substantial Completion Certificate” means a certificate in the form of Exhibit P that is delivered in accordance with Section 4.3.3(v).

“Deliver”, “Delivered” or “Delivery” means that Supplier has transported the relevant portion of the Turbine Equipment to the Delivery Point and (i) in the case of transportation to the Assumed Delivery Point or the Buyer Alternate Delivery Location, has made such Turbine Equipment available for offloading or (ii) in the case of transportation to the Supplier Alternate Delivery Location, has offloaded such Turbine Equipment.

“Delivery Certificate” means a certificate in the form of Exhibit I that is delivered in accordance with Section 6.1.2.

“Delivery Delay Liquidated Damages” has the meaning set forth in Section 6.5.2.

“Delivery Devices” means the parts container, the Hub stands, the nootebooms, the frames and racks for the blades and Turbine Nacelles, Tower feet, transport stands and such other items listed on Exhibit M.

“Delivery Point” means, as determined in accordance with Section 6.1.1, (i) the Assumed Delivery Point, (ii) an Alternate Delivery Location, (iii) a Site Delivery Point or (iv) any other location mutually agreed to in writing by the Parties after the Effective Date.

“Designated Owner” means the applicable Owner that Buyer has designated in writing as being the Person that will take title to the applicable Group of Wind Turbines. As of the Effective Date, IPL is the Designated Owner of the Group 1 Wind Turbines and WPL is the Designated Owner of the Group 2 Wind Turbines and the Group 3 Wind Turbines; provided that Buyer has the right to reallocate the Groups of Wind Turbines, in whole or in part, among WPL and IPL.

“Designated Owner 1^st Credit Downgrade Event” means the (a) Credit Rating, by Standard & Poor’s or Moody’s, of the relevant Designated Owner falls by two ratings below such Designated Owner’s Credit Rating on the Effective Date but remains above BBB- by Standard & Poor’s and Baa3 by Moody’s, or (b) such Designated Owner is placed on credit watch for a possible downgrade that would result in such Designated Owner’s Credit Rating falling by two ratings below such Designated Owner’s Credit Rating on the Effective Date.

“Designated Owner 2^nd Credit Downgrade Event” means the Credit Rating of the relevant Designated Owner falls such that it is at or below BBB- by Standard & Poor’s or Baa3 by Moody’s or such Designated Owner is placed on credit watch for a possible downgrade below such minimum levels.

“Disclosing Party” has the meaning set forth in Section 13.1.1.

“Dispute” has the meaning set forth in Section 18.1.

“Dollar” or “$” means a dollar of the U.S.

“Effective Date” has the meaning set forth in the preamble hereto.

“Environmental Laws” means all Applicable Laws relating in any way to the environment, preservation or reclamation of natural resources, the management, environmental release or threatened environmental release of any Hazardous Substance or to health and safety matters, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 etseq. as amended by the Superfund Amendments and Reauthorization Act of 1986; the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. §§ 6901 etseq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 etseq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 etseq.; the Clean Air Act, 42 U.S.C. §§ 7401 etseq.; the Clean Water Act, 33 U.S.C. §1251 etseq.; the Safe Drinking Water Act, 42 U.S.C. §§ 3803 etseq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 etseq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 etseq.; the Hazardous Material Transportation Act, 49 U.S.C. §§ 1801 etseq.; the Uranium Mill Tailings Radiation Control Act, 42 U.S.C. §7901 etseq; the Federal Insecticide, Fungicide and Rodenticide Act, 7 § U.S.C. 4901 etseq; the National Environmental Policy Act, 42 U.S.C. §4321 et seq; the Noise Control Act, 42 U.S.C. §4901 etseq; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 etseq.; and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereunder and any state and local counterparts or equivalents, in each case as amended from time to time.

“EPT” means Eastern Prevailing Time.

“Equipment Options Notice” means a written notice substantially in the form of Exhibit B that is delivered in accordance with Section 3.2.

“Equipment Options Notice Outside Date” means (i) with respect to the Group 1 Wind Turbines, the earlier of (a) the execution date of the Project Documents for the Group 1 Wind Turbines, or (b) June 2, 2008 and (ii) with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, the date that is ____^* months prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines.

“Equipment Supply Obligations” has the meaning set forth in the form of Turbine Supply Agreement.

“Escrow Agreement” means the documentary escrow agreement between and among Supplier, Buyer, Supplier Parent and Germanischer Lloyd Industrial Services GmbH or such other escrow agent as is mutually acceptable to Supplier, Supplier Parent and Buyer, substantially in the form of Exhibit Y and executed and delivered in accordance with Section 6.4.2.

“Euro” or “€”means the single lawful currency of the participating member states of the European Union.

“Event of Default” means either a Buyer Event of Default or a Supplier Event of Default, as applicable.

“Ex Works” means, with respect to any Component of Turbine Equipment, such Component of Turbine Equipment has been completely manufactured and assembled (except to the extent further assembly thereof on the Project Site is contemplated by the Technical Specifications or the form of Supply Agreement) and loaded for transportation from Supplier’s or the applicable Vendor’s manufacturing facilities to the Delivery Point.

“Ex Works Certificate” means a certificate in the form of Exhibit H that is delivered in accordance with Section 4.3.3(ii).

“Excusable Event” has the meaning set forth in Section 9.1.

“Existing Master Agreements” means those “frame agreements” and “master purchase agreements” in effect on the Effective Date between Supplier and any Subcontractor or Vendor pursuant to which Supplier may purchase all or a portion of the Turbine Equipment or perform all or a part of Supplier’s obligations hereunder pursuant to purchase orders, including the “frame agreement” between Supplier and Supplier Parent respecting, among other things, an exclusive distribution license to sell wind turbines in North America.

“Force Majeure Event” means any event which is not within the reasonable control of the Party affected, and with the exercise of due diligence, could not reasonably be prevented, avoided or removed by such Party, and does not result from such Party’s negligence or the negligence of its agents, employees or subcontractors, which causes the Party claiming that a Force Majeure Event occurred to be delayed, in whole or in part, or unable, to partially or wholly perform its obligations under this Agreement (other than a lack of funds or finances) or that damages (or is reasonably expected to damage) equipment, including: natural disasters; landslides; drought; fire; flood; extreme weather conditions, including those affecting visibility; earthquake; lightning; hail; hurricanes; tornados; tsunamis; ice and ice storms; perils of sea; volcanic activity; epidemic; war (whether declared or undeclared) or other armed conflict; acts of God or the public enemy; riot; explosions; civil disturbance; sabotage; strikes, lockouts or labor disputes (except for strikes, lockouts or labor disputes isolated to the Party claiming a Force Majeure Event); vandalism; terrorism or documented threats of terrorism; action, ruling, decree or injunction of a Governmental Authority; seasonal or weather based road restrictions as issued by any Governmental Authority; blockades; accidents in shipping or transportation (but solely to the extent such accident would itself be a Force Majeure Event if the Person shipping or transporting were a party hereto); and the closing of or congestion (beyond reasonably foreseeable levels) in any harbor, dock, port, canal or area adjunct thereto. Force Majeure Events include the failure of a contractor, subcontractor or supplier to furnish labor, services, materials or equipment in accordance with its contractual obligations (but solely to the extent such failure is itself due to a Force Majeure Event). Force Majeure Events shall not include (a) a Party’s financial inability to perform under this Agreement, (b) a failure of equipment except if caused by a Force Majeure Event, (c) unavailability of replacement or spare parts except if caused by a Force Majeure Event, (d) sabotage by employees or any contractors, subcontractors or suppliers of the Party claiming the Force Majeure Event, or (e) Buyer’s failure to obtain or maintain a Permit that impacts Supplier’s obligations hereunder.

“Fuel Price” means the _____^*-day rolling average price of bunker fuel IFO380 in Rotterdam as published on the web site www.bunkerworld.com/markets/prices/nl_rtm_____^*.html (or if such price shall cease to be published, such other price as may be reasonably agreed by Buyer and Supplier).

“Fuel Price_____^*” means the Fuel Price for the _____^* day period ending on _____^*, being $_____^* per metric ton.

“Fuel Price______^*” means the Fuel Price for the last _____^*-day period for which the Fuel Price is published on the Business Day immediately preceding _____^*.

“Governmental Authority” means any federal, state, local, municipal or other governmental, regulatory, administrative, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission, authority, body or entity, or any political subdivision thereof, having legal jurisdiction over the matter or Person in question.

“Group 1 Base Price” means the sum of the Base Prices of the Group 1 Wind Turbines.

“Group 1 Wind Turbines” means the one hundred twenty-one (121) Wind Turbines with the Guaranteed Delivery Dates set forth in Exhibit A.1, the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“Group 2 Base Price” means the sum of the Base Prices of the Group 2 Wind Turbines.

“Group 2 Wind Turbines” means the one hundred twenty-two (122) Wind Turbines with Guaranteed Delivery Dates set forth in Exhibit A.2, the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“Group 3 Base Price” means the sum of the Base Prices of the Group 3 Wind Turbines.

“Group 3 Wind Turbines” means the sixty (60) Wind Turbines with Guaranteed Delivery Dates set forth in Exhibit A.3, the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“Group Base Price” means the Group 1 Base Price, the Group 2 Base Price or the Group 3 Base Price, as applicable.

“Group Maximum Liability” means the applicable Group Base Price plus (or minus) the amount of the fuel and steel price adjustments described in Section 4.7plus any additional amounts payable with respect to any Change Orders issued for the relevant Group of Wind Turbines plus the price of any Optional Equipment purchased pursuant to this Agreement for the relevant Group of Wind Turbines.

“Group of Wind Turbines” means the Group 1 Wind Turbines, the Group 2 Wind Turbines or the Group 3 Wind Turbines, as applicable.

“Guaranteed Delivery Dates” means the guaranteed dates for Delivery of the Wind Turbines within the applicable Group of Wind Turbines to the Assumed Delivery Point set forth on Exhibit A.1, A.2A.3, as applicable, as the same may be adjusted pursuant to Section 6.1.1(ii) or Article 10.

“Hazardous Substances” means all explosive or radioactive substances and all hazardous or toxic substances, wastes, emissions, or other pollutants, including petroleum or petroleum distillates, waste, product or related materials, asbestos or asbestos containing materials, polychlorinated biphenyls, radioactive chemicals, chemicals known or suspected to cause cancer or reproductive toxicity, radon gas, infectious or medical wastes and all other substances, pollutants or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Bank” means any internationally recognized bank of good reputation, as may be reasonably selected by Supplier.

“Hub” means the hub of a Wind Turbine to which the blades are attached as described in Exhibit D of the applicable form of Supply Agreement.

“INCOTERMS 2000” means the International Rules for the Interpretation of Trade Terms as prepared by the International Chamber of Commerce and as may be amended, supplemented or replaced from time to time.

“Indemnified Party” has the meaning set forth in Section 17.5.

“Indemnifying Party” has the meaning set forth in Section 17.5.

“Independent Engineer” means Global Energy Concepts or, if Global Energy Concepts is unavailable, Garrad Hassan, or if neither such Persons are available, such other independent engineer agreed by the Parties.

“Infringement Claim Costs” means any and all judgments, damages, fines, awards, penalties and interest associated with any of the foregoing, that, in each case, are finally awarded in a claim for which an Indemnifying Party is obligated to indemnify an Indemnified Party under Sections 17.6 or 17.7, and costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of bonds, suit, arbitration, dispute resolution or other similar proceedings associated with defending such claim.

“Initial Down Payment” means the payment made by Buyer pursuant to Section 4.3.1.

“Installation Services” means, for any Project, the assembly, erection and installation of the Wind Turbines at the Project Site by Supplier or a subcontractor of Supplier, all as more particularly described in the form of Turbine Supply and Installation Agreement.

“Intellectual Property” means all (i) recognized protectable intellectual property existing from time to time under any laws or regulations, including patents, copyrights, copyrightable works, corporate names, logos, slogans, trade names, trademarks, trade dress, service marks, applications for any of the foregoing, software, firmware, trade secrets, mask works, industrial design rights, rights of priority, know how, design flows, methodologies and any and all intangible protectable proprietary information that is legally recognized and (ii) algorithms, designs, drawings, formulae, know-how, ideas, concepts, inventions, plans, processes, software, techniques, tools, trade secrets, hardware, works of authorship, and other technology, whether or not protectable by any form of intellectual property rights. Supplier’s Intellectual Property includes (i) all patents issued to Supplier, Supplier Parent or their Affiliates, in any country including supplemental protection certificates that have issued or in the future issue from any of the foregoing and utility models, design patents and certificates of invention, (ii) all patent applications filed by Supplier, Supplier Parent or their Affiliates in any country, (iii) all divisionals, substitutes, continuations, continuations-in-part, reissues, re-examination certificates, renewals, extension or additions to any such patents and patent applications (as applicable), (iv) any other patents and industrial designs, as well as applications with respect to the same, developed by Supplier, Supplier Parent, or their Affiliates, (v) any confidential trade secrets related to research, development, design, construction, manufacturing, financing, logistics, erection, running, maintenance, repair, dismantling of Turbine Equipment and wind power technology developed by Supplier, Supplier Parent, or their Affiliates, (vi) any software contained or embedded in the Turbine Equipment and (vii) any standalone software developed by Supplier, Supplier Parent or their Affiliates.

“Interim Service Fee” has the meaning set forth in the applicable Service Agreement.

“IPL” means Interstate Power and Light Company, an Affiliate of Buyer.

“License” has the meaning set forth in Section 8.1.

“Licensed Patents” means, collectively, the following patents that are issued to Supplier, Supplier Parent or any of their Affiliates and that would necessarily be infringed by the use, offer, sale, remanufacture, maintenance, or importation of any part of the Turbine Equipment, as permitted and contemplated herein: (a) all patents issued in the Territory as of the Effective Date, (b) any patents that issue from patent applications in the Territory pending as of, or filed after, the Effective Date and (c) any continuations, continuations in part, divisions, reissues, and all patents issuing therefrom.

“Licensed Technology” means, collectively, all of the following owned by Supplier, Supplier Parent or their Affiliates: (a) training processes and the contents of any manuals, use instructions and other documentation relating to the Turbine Equipment provided to Buyer, (b) the Licensed Patents and the technology defined by the claims of the Licensed Patents, (c) software and firmware embedded in or integrated with the Turbine Equipment, including the SCADA System, (d) the Technical Specifications, (e) any other trade secrets, proprietary information and know-how provided or disclosed by Supplier for Buyer’s use under this Agreement and (f) any improvements of or updates to any of the foregoing provided to Buyer.

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Lift Assist Device” means a climbing aid for vertical ladders, as more particularly described in Exhibit D.6.2 to the form of Supply Agreement.

“Lifting and Rigging Equipment” means the equipment to be set forth on Exhibit A.5 to the applicable Turbine Supply Agreement.

“Local Roads” means those roads starting (a) after the end of the last publicly maintained road with a load bearing capacity of at least 20,000 lbs per axle that is closest to the relevant Project Site or (b) immediately before the first intervening, unavoidable bridge, en route to the Project Site that does not have a load bearing capacity of at least 20,000 lbs per axle.

“Losses” means claims, judgments, demands, damages, fines, losses, liabilities, offsets, interest, awards, penalties and costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of suit, administrative proceedings, administrative investigations, litigation, arbitration, dispute resolution or other similar proceedings.

“Low Temperature Package” means the arctic specification for a Wind Turbine, as more particularly described in Exhibit D.1.6 to the form of Supply Agreement.

“Major Subcontract” means any agreement with a Subcontractor to perform any components of Supplier’s obligations hereunder the cost of which, under the relevant Subcontract, exceeds $_____^*.

“Maximum Level” has the meaning set forth in Section 4.6.1.

“Maximum Liability” means the Aggregate Base Price plus any additional amounts payable with respect to any Change Orders issued for the relevant Group of Wind Turbines plus the price of any Optional Equipment purchased pursuant to this Agreement for the relevant Group of Wind Turbines plus (or minus) the amount of the fuel and steel price adjustments described in Section 4.7less the aggregate of the Project Contract Prices for the Projects for which Project Documents have been executed and delivered.

“Moody’s” means Moody's Investor Services Inc.

“Nominated Wind Turbines” has the meaning set forth in Exhibit O to the applicable Supply Agreement.

“Operating Manual” has the meaning set forth in the form of Turbine Supply Agreement.

“Optional Equipment” means the optional equipment for the Turbine Equipment set forth on Exhibit B.

“Overpayment” has the meaning set forth in Section 6.5.4.

“Owner” means (i) Wisconsin Power and Light Company, (ii) Interstate Power and Light Company or (iii) any Person reasonably approved by Supplier that is an Affiliate of Buyer and owns a Project; provided that in no event shall Owner be a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer.

“Party” or “Parties” has the meaning set forth in the preamble hereto.

“Party Representative” or “Parties’ Representatives” has the meaning set forth in Section 18.1.

“Payment Letter of Credit” means one or more standby payment letter(s) of credit, substantially in the form of Exhibit BB and otherwise in form and substance reasonably acceptable to Supplier and Buyer, issued for the benefit of Supplier by an Acceptable Bank and which (i) permits the beneficiary thereof to assign or otherwise transfer its interest without the consent of such Acceptable Bank, (ii) are drawable in full if not renewed or replaced with a letter of credit in substantially the same form as the Payment Letter of Credit at least twenty one (21) days prior to its expiry unless such expiration date is more than twenty one (21) days after Buyer is scheduled to make its final payment of the relevant Group Base Price, (iii) have collectively, at all times, a stated amount of not less than the Payment Security Amount, (iv) are payable and drawable at an office of such issuing bank in New York City, or location otherwise reasonably acceptable to Supplier, (v) are payable in immediately available funds in Dollars and, unless Supplier hedges the Adjustable Portion in accordance with Section 4.6, Euros and (vi) are governed by the Uniform Customs and Practice for Documentary Credits (2007) Revision International Chamber of Commerce Publication No. 600, or by subsequent Uniform Customs and Practice fixed by subsequent Congresses of the International Chamber of Commerce, and any amendments or additions thereto, and, to the extent not governed thereby, the laws of the State of New York.

“Payment Schedule” means the payment schedule set forth in Exhibit U.1 or, if the terms and conditions set forth in Section 4.13.1 are applicable, the accelerated payment schedule set forth in Exhibit U.2.

“Payment Security” means (i) the executed Buyer MSA Parent Guaranty, or (ii) if Buyer Parent Credit Rating is less than investment grade, the Payment Letter of Credit.

“Payment Security Amount” means the lesser of (i) the then-outstanding amount of the applicable Group Base Price plus any amounts past due for the applicable Group of Wind Turbines under Section 4.7 or (ii) the amount of the applicable Group Base Price payable for all payments due after Ex Works plus any amounts past due for the applicable Group of Wind Turbines under Section 4.7.

“Permits” means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order of or from, or filing or registration with, or notice to, any Governmental Authority having jurisdiction over the matter in question.

“Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, governmental or political subdivision or agency thereof.

“Prime Rate” means the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks, also known as the “prime rate,” as published in the Wall Street Journal on the last Business Day of the most recent calendar month.

“Project” means a single wind power generation facility at which Supplier shall Commission the Turbine Equipment pursuant to a Supply Agreement.

“Project Base Price” has the meaning set forth in Section 4.1.

“Project Contract Price” means the total contract price to be calculated for a Project based on the designated Equipment Supply Obligations or Work, as applicable, for a Project, to include the Project Base Price, plus, in each of the following cases, if applicable, (i) the price applicable to Optional Equipment, (ii) the price applicable to the Installation Services, (iii) the price applicable to the Transportation Services, (iv) the prices applicable to any SCADA System in excess of the amounts included in the Aggregate Base Price, (v) the prices applicable to any Lifting and Rigging Equipment in excess of the amounts included in the Aggregate Base Price, and (vi) any amounts payable for Taxes pursuant to Section 4.11less, if applicable, any amounts payable pursuant to Section 6.5.

“Project Document Modifications” has the meaning set forth in Section 3.4.2.

“Project Documents” means, for each Project, (i) the Turbine Supply Agreement or the Turbine Supply and Installation Agreement, as applicable, and (ii) the Service Agreement.

“Project Documents Commencement Date” means, for any Project, (i) if Supplier will not be providing Installation Services, not less than _____^* months following execution and delivery by Supplier and the Designated Owner of the Project Documents and (ii) if Supplier will be providing Installation Services, not less than _____^* months following execution and delivery by Supplier and the Designated Owner of the Project Documents; provided that if Project Documents for the Proposed Group 1 Project are executed on or before June 30, 2008, the Project Documents Commencement Date for the Proposed Group 1 Project shall be the first Guaranteed Delivery Date for the Group 1 Wind Turbines or such other date as may be agreed by the Parties prior to the execution of Project Documents.

“Project Notice” means a written notice substantially in the form of Exhibit C that is delivered in accordance with Section 3.3.

“Project Site” means all those parcels of land subject to the Real Property Rights in favor of the Designated Owner on which a Project shall be located, as more particularly described in the applicable Supply Agreement.

“Project Site Data” means all data relating to the Project Site that is gathered or prepared by or on behalf of Buyer or the Designated Owner and provided to Supplier, including (a) the information contemplated in Exhibit H to the applicable form of Supply Agreement, (b) complete wind resource and relevant site data (including the topographic characteristics of the Project Site), (c) a summary of historical climatic conditions at the Project Site available to Buyer for the Project Site, including a one-year wind data series with ten (10) minute statistics from a representative position on the Project Site, (d) a complete set of the data required for the Climatic Data Sheet, (e) a wind rose and data on extreme wind and turbulence conditions and (f) any other information supplied by Buyer and utilized by Supplier in making its determination with respect to Project Specific Operational Requirements.

“Project Specific Operational Requirements” means any Wind Turbine operational requirements or limitations that Buyer would have to comply with in order for Supplier to provide the Warranties and the Availability Covenants for the relevant Project determined in accordance with the Site Review Criteria.

“Proposed Group 1 Project” means the proposed project at which all of the Group 1 Wind Turbines will be erected and installed located in Franklin County, Iowa and more commonly known as “Whispering Willow”.

“Prudent Wind Industry Practices” means, in connection with the design, construction and unloading of components, with respect to Buyer, and the supply, servicing, transportation, and unloading of components, with respect to Supplier, for wind power generation systems of the type and size and having geographical attributes similar to the Projects contemplated hereunder, those practices, methods, specifications and standards of safety, performance, dependability, efficiency and economy generally recognized by industry members in the U.S. as good and proper, and such other practices, methods or acts which, in the exercise of reasonable judgment by those reasonably experienced in the industry in light of the facts known at the time a decision is made, would be expected to accomplish the result intended at a reasonable cost and consistent with Applicable Laws, reliability, safety and expedition. Prudent Wind Industry Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts.

“Real Property Rights” means all rights in or to real property, including leases, agreements for use or access, Permits, easements, licenses, rights of way, and utility and railroad crossing rights required to be obtained or maintained in connection with the Delivery of the Turbine Equipment to the Assumed Delivery Point or the Buyer Alternate Delivery Location.

“Receiving Party” has the meaning set forth in Section 13.1.1.

“Reference Documents” has the meaning set forth in the form of Service Agreement.

“Representative Agreement” means any confidentiality, non-disclosure or similar agreement between Buyer or its Affiliates and any third party with respect to Confidential Information.

“Rules” has the meaning set forth in Section 18.2.

“Sales Taxes” means all applicable sales, use, gross receipts, services or similar taxes (including any and all items of withholding, deficiency, penalty, interest, or assessment related thereto) imposed by any Governmental Authority in connection with the purchase of the Turbine Equipment or the performance of Supplier’s other obligations under this Agreement.

“SCADA System” means the remote control and monitoring system for the Wind Turbines, as more particularly described in Exhibit D.2.1 to the applicable form of Supply Agreement.

“Service Agreement” means a Service and Maintenance Agreement substantially in the form attached hereto as Exhibit F, as may be adjusted in accordance with Project Document Modifications.

“Service Lift” means the service lift located inside the Tower of a Wind Turbine, as more particularly described in Exhibit D.6.1 of the form of Supply Agreement.

“Services” has the meaning set forth in the Service Agreement.

“Site Delivery Point” means the individual Wind Turbine location or other locations at the Project Site(s) designated by Buyer pursuant to Section 6.1.1(ii) that permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“Site Facilities” means the site facilities to be constructed by Owner at the Project Site at the election of Supplier pursuant to Section 3.6.

“Site Facilities Lease” means the lease for the Site Facilities substantially in the form of Exhibit S.2.

“Site Facilities Requirements” means the minimum requirements for the Site Facilities set forth on Exhibit S.1.

“Site Review Criteria” means the then-current criteria utilized by Supplier in making its determinations regarding acceptance of site plans and imposition of project specific operational requirements, as more particularly described in Exhibit DD.

“Soil or Subsurface Condition” means any soil, geotechnical or subsurface condition including geological conditions, groundwater conditions, types of surface or subsurface soil, the presence of caverns or voids, religious artifacts, archaeological items, biological matter, the presence of Hazardous Substances at the Delivery Point, and the existence, location or condition of underground pipelines and conduits or other manmade structures, materials or equipment.

“Standard & Poor’s” means Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.).

“Standard Qualified Site Review” has the meaning set forth in Section 3.4.2.

“Standard Unqualified Site Review” has the meaning set forth in Section 3.4.2.

“Steel Price” means (i) with respect to the Group 1 Wind Turbines the price indicated for Hot-Rolled Plates, Asian Carbon Steel Product Prices ($/metric ton), column “Hot Rolled Plate” for the identified month, as set forth in the MEPS Asian Carbon Steel Prices published monthly by MEPS (International) LTD, and (ii) with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, the price indicated for Hot-Rolled Plates, North American Carbon Steel Product Prices ($/metric ton), column “Hot Rolled Plate” for the identified month, as set forth in the MEPS North American Carbon Steel Prices published monthly by MEPS (International) LTD.

“Steel Price ____^*” means the Steel Price _____^* for the Group 1 Wind Turbines is $_____^*, and for the Group 2 Wind Turbines and the Group 3 Wind Turbines is $_____^*.

“Steel Price_____^*” means the Steel Price for the last period for which the Steel Price is published on the _____^* immediately preceding the date that is _____^* days prior to the scheduled date of _____^* of the first Tower section in the relevant Group of Wind Turbines.

“Storage Instructions” means the instructions set forth in Exhibit L.

“Storage Requirements” means the requirements set forth in Exhibit K.

“Subcontract” means any contract, agreement, purchase order, arrangement or understanding between Supplier and a Subcontractor in respect of any of the obligations of Supplier hereunder.

“Subcontractors” means any subcontractor of services to Supplier in connection with the performance of any of its obligations at the Delivery Point.

“Supplier” has the meaning set forth in the preamble to this Agreement.

“Supplier Alternate Delivery Location” means the delivery location selected by Supplier in accordance with Section 6.1.1(iii) that complies with Exhibit K (the Storage Requirements) to allow the Turbine Equipment to be stored in accordance with Exhibit L (the Storage Instructions) and permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“Supplier Event of Default” has the meaning set forth in Section 16.1.

“Supplier Indemnified Party” has the meaning set forth in Section 17.1.

“Supplier MSA Parent Guaranty” means a parent guaranty executed by Supplier Parent for the benefit of Buyer, which parent guaranty shall be substantially in the form of Exhibit AA.

“Supplier Parent” means Vestas Wind Systems, A/S, a company organized under the laws of the Kingdom of Denmark.

“Supplier Permits” has the meaning set forth in Section 6.6.

“Supplier Responsible Party” means Supplier, its Subcontractors or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them are liable during the performance of Supplier’s obligations under this Agreement.

“Supplier’s Manager” has the meaning set forth in Section 6.8.

“Supply Agreement” means a Turbine Supply Agreement or a Turbine Supply and Installation Agreement, as applicable.

“Taxes” means any and all forms of applicable taxation, charges, duties, imposts, levies and rates imposed by the U.S. or any other Governmental Authority (other than income taxes and Sales Taxes), including withholding taxes, corporation tax, capital gains tax, capital transfer tax, inheritance tax, water rates, value added tax, customs duties, capital duty, excise duties, betterment levy, stamp duty, stamp duty reserve tax, national insurance, social security or other similar contributions, and generally any tax, duty, impost, levy, rate or other amount and any interest, penalty or fine in connection therewith.

“Technical Specifications” has the meaning set forth in the form of Supply Agreement.

“Territory” means the U.S.

“Third Party Controversy” has the meaning set forth in Section 18.5.

“Third Party Owner” has the meaning set forth in Section 3.8.1.

“Tower” means a steel tubular tower on which a Wind Turbine will be mounted, including all ladders, platforms, internal lighting, safety equipment and all parts and assemblies necessary for a complete turbine tower, all as described in Exhibit D.3 to the form of Supply Agreement, but specifically excluding anchor bolts, nuts and washers for the Tower foundations.

“Transportation Services” means, for any Project, transportation of the Turbine Equipment from the Delivery Point to the Site Delivery Point, all as more particularly described in the applicable Supply Agreement.

“Turbine Equipment” means the Wind Turbines, Towers and SCADA System and all other materials and equipment supplied or incorporated into a Project by Supplier pursuant to the applicable Supply Agreement or this Agreement, as applicable.

“Turbine Nacelle” means the turbine nacelle component of a Wind Turbine, including gearbox, generator, blade pitch controls and nacelle yaw controls, and associated control and ancillary equipment as described in Exhibit D of the applicable form of Supply Agreement, but excluding the blades, Hubs and Towers.

“Turbine Supply Agreement” means a Wind Turbine Supply Agreement substantially in the form of Exhibit D attached hereto, as may be adjusted in accordance with Project Document Modifications.

“Turbine Supply and Installation Agreement” means a Wind Turbine Supply and Installation Agreement substantially in the form of Exhibit E attached hereto, as may be adjusted in accordance with Project Document Modifications.

“U.S.” means the United States of America.

“Vendors” means any supplier of equipment to Supplier or its Affiliates in connection with the performance of Supplier’s obligations hereunder.

“Warranties” has the meaning set forth in the form of Supply Agreement.

“Wind Turbine” means a Vestas model V82-1.65 MW (Mark V or later) wind turbine generator conforming to Exhibit D to the applicable form of Supply Agreement, including the Turbine Nacelle, Tower, Hub, Blade Set, controller, control panels, anemometers, Full-Load Power Factor Correction option, Advanced Grid Option, Low Temperature Package, any Optional Equipment elected in accordance with Section 3.2 and, as applicable, a Service Lift or Lift Assist Device.

“Work” has the meaning set forth in the form of Turbine Supply and Installation Agreement.

“WPL” means Wisconsin Power and Light Company, an Affiliate of Buyer.

1.2       Recitals, Articles, Sections and Exhibits. References to Recitals, Articles, Sections and Exhibits are, unless otherwise indicated, to Recitals of, Articles of, Sections of and Exhibits to this Agreement. All Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes. References to an Exhibit shall mean the referenced Exhibit and any sub-exhibits, sub-parts, components or attachments included therewith.

1.3       Gender. As used in this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa.

1.4       Successors and Assigns. Unless expressly stated otherwise, references to a Person include its successors and permitted assigns and, in the case of a Governmental Authority, any Person succeeding to its functions and capacities.

1.5       Day. As used in this Agreement, references to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing an obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.

1.6       Grammatical Forms. As used in this Agreement, where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder” and “hereof” refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; “including” means “including, for example and without limitation,” and other forms of the verb “to include” are to be interpreted similarly.

1.7       References to Documents. As used in this Agreement, all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made. Any term defined or provision incorporated in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning or effect ascribed thereto whether or not such other document, instrument or agreement is in effect.

ARTICLE 2.

PURCHASE AND SALE COMMITMENT

2.1 Commitment Quantity.

2.1.1    Buyer hereby agrees to obtain and purchase from Supplier, and Supplier hereby agrees to provide and sell to Buyer, three hundred three (303) Wind Turbines and related Turbine Equipment and certain warranties with respect to such Wind Turbines, all pursuant to the terms and conditions of Supply Agreements, which the Parties shall cause to be completed, executed and delivered according to this Agreement; and

2.1.2    Buyer hereby agrees to obtain from Supplier, and Supplier hereby agrees to provide to Buyer, certain services with respect to the maintenance, servicing and repair of the Wind Turbines and certain Availability Covenants, all pursuant to the terms and conditions of Service Agreements, which the Parties shall cause to be completed, executed and delivered according to this Agreement.

ARTICLE 3.

PROJECTS AND PROJECT DOCUMENTS

3.1       Effect of Execution of Project Documents. It is the intent of the Parties to execute Project Documents for all Turbine Equipment to be supplied by Supplier and purchased by the Designated Owner hereunder. Upon execution and delivery of the Project Documents for a Project in accordance with this Agreement, each Party’s obligations under this Agreement with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be superseded and replaced by the obligations arising under the relevant Project Documents for each such Project and neither Party shall have any further liability or obligation under this Agreement with respect to such Wind Turbines and related Turbine Equipment; provided that (i) the provisions of Article 13 shall survive the execution of Project Documents with respect to Confidential Information disclosed hereunder, (ii) the provisions of Article 5 shall survive the execution of Project Documents to the extent that Turbine Equipment is Delivered to the Delivery Point hereunder, and (iii) if the relevant Project Documents are terminated in accordance with Section 19.12 of the relevant Supply Agreement, each Parties’ obligations under this Agreement with respect to the corresponding Wind Turbines shall be reinstated. From and after the date of execution and delivery of Project Documents for a Project, Supplier’s and the Designated Owner’s obligations with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be governed by the Project Documents for such Project.

3.2 Equipment Options Notices.

3.2.1    The Base Price does not include any Optional Equipment for the Wind Turbines. Buyer may specify Optional Equipment for the applicable Group of Wind Turbines on or before the applicable Equipment Options Notice Outside Date by identifying such Optional Equipment in an Equipment Options Notice that is executed and delivered to Supplier.

3.2.2 Each Equipment Options Notice shall:

(i)        indicate the number of Optional Equipment elected for the relevant Wind Turbines; and

(ii) specify any other relevant details with respect to the foregoing.

3.3 Project Notices.

3.3.1    Buyer shall execute and deliver to Supplier a Project Notice for each of the proposed Projects.

3.3.2 Each Project Notice shall:

(i)        indicate the name and location of the Project at which the Wind Turbines will be erected and installed, provided that such location shall be on land and within the states of Iowa, Minnesota and Wisconsin;

(ii)       indicate the number of Wind Turbines to be erected and installed at such Project, provided that Buyer may not designate less than _____^* Wind Turbines for any single Project,

(iii)      indicate the Wind Turbines with specific Optional Equipment to be erected and installed at such Project, provided that all such Wind Turbines must contain the same Optional Equipment;

(iv)      indicate the number of SCADA System servers to be installed at the Project, provided that Buyer shall not designate less than one (1) SCADA System server for each Project;

(v) attach the Project Site Data for such Project; and

(vi) specify any other relevant details with respect to the foregoing.

3.4 Site Review.

3.4.1    Supplier shall commence reviewing the Project Site Data and other attributes of the Project Site, including the wind and other climatic conditions at a proposed Project Site, following receipt of a Project Notice delivered in accordance with Section 3.3; provided, however, that, Supplier shall have no obligation to review such conditions with respect to more than two (2) Project Sites proposed by Buyer within any sixty (60) day period. Supplier shall perform such review in accordance with the Site Review Criteria and Prudent Wind Industry Practices. Supplier shall not be required to perform an analysis of the wind resource or the Wind Turbine siting for optimization purposes. Notwithstanding Supplier’s review of the Project Site Data, it shall be the exclusive responsibility of Buyer and the Designated Owner to ensure that the design and layout of the Project Site, wind resource, climatic conditions, topography, grid connection and Project Site are suitable for the Project and support the power output projections for the Project.

3.4.2    Within sixty (60) days following receipt of a complete Project Notice for a potential Project, Supplier shall notify Buyer whether, based on the Site Review Criteria and Prudent Wind Industry Practices, the Project Site Data and other attributes of the Project Site are such that (i) Supplier would provide the Warranties and the Availability Covenants for such Project on the terms and conditions set forth in the forms of Project Documents attached hereto and in accordance with the Annual Fee Parameters without any Project Specific Operational Requirements (a “Standard Unqualified Site Review”), (ii) Supplier would provide the Warranties and the Availability Covenants for such Project on the terms and conditions set forth in the forms of Project Documents attached hereto and in accordance with the Annual Fee Parameters with specified Project Specific Operational Requirements (a “Standard Qualified Site Review”), (iii) Supplier would provide the Warranties and the Availability Covenants for such Project with specified modifications to the terms and conditions to the Supply Agreement and/or Service Agreement and/or any adjustments to the Annual Fee Parameters that would be required for Supplier to enter into Project Documents for such Project (such additional terms and conditions and/or adjustments, collectively, “Project Document Modifications”) and, if applicable, Project Specific Operational Requirements (a “Conditional Site Review”) or (iv) Supplier will not provide the Warranties or the Availability Covenants for such Project.

3.4.3    If Supplier provides Project Specific Operational Requirements in connection with any Standard Qualified Site Review or Conditional Site Review for any Project in accordance with Section 3.4.2, and Buyer objects to such Project Specific Operational Requirements, then either Party may submit the question of whether Supplier properly applied the Site Review Criteria to the Project Site Data to the Independent Engineer pursuant to Section 18.7. If Supplier refuses to provide the Warranties or the Availability Covenants for a Project, and Buyer disputes such determination, then either Party may submit the question of whether Supplier properly applied the Site Review Criteria to the Project Site Data to the Independent Engineer pursuant to Section 18.7. Buyer may not submit any other issue concerning Supplier’s evaluation of the Project Site Data and the determination of whether Supplier is willing to provide the Warranties or the Availability Covenants to dispute resolution pursuant to Article 18.

3.4.4    Supplier shall not be required to execute and deliver Project Documents for a Project until (a) Supplier has determined that it would provide the Warranties and the Availability Covenants for such Project and (b) the Project Specific Operational Requirements, if any, have been determined. If Supplier notifies Buyer of any Project Document Modifications that are not acceptable to Buyer, Supplier shall have no obligation to enter into Project Documents for such Project. If Buyer accepts the Project Document Modifications, the Parties shall complete the Project Documents with such Project Document Modifications in accordance with Section 3.7.

3.4.5    If the Parties have not entered into Project Documents for a Project within six (6) months following completion of an Acceptable Site Review for such Project, then Supplier shall have the option to (i) require Buyer to provide updated Project Site Data with respect to such Project and (ii) re-perform the Project Site review in accordance with the provisions of this Section 3.4. If Supplier exercises such option, any Acceptable Site Review previously provided by Supplier with respect to the applicable Project shall be null and void and have no further force or effect.

3.5       Installation Services. Buyer may request Supplier to provide a proposal for Installation Services at any time prior to the execution of Project Documents. Following receipt of such a request, Supplier may request from Buyer, and Buyer shall provide, such additional information relating to the Project Site and the proposed schedule for performance of Owner’s obligations under the Turbine Supply and Installation Agreement that Supplier deems necessary to determine whether it is reasonably capable of providing Installation Services for the Project and to prepare a proposal for such Installation Services. If, based on the information provided by Buyer, Supplier determines that it is reasonably capable of providing Installation Services for the Project, Supplier shall provide to Buyer a proposal for Installation Services within ____^* month following receipt of a request from Buyer. Such proposal shall include (i) the pricing for the Installation Services based on the information provided by Buyer, (ii) the proposed Guaranteed Facility Substantial Completion Date for the obligations of Supplier at the Project Site, and (iii) any items that are not otherwise provided for in this Agreement but are needed to complete the applicable Turbine Supply and Installation Agreement to include such Installation Services. Such proposal shall be valid for a period of _____^* months from the date of delivery to Buyer thereof, after which Supplier may revoke the quote by issuing written notice to Buyer. Buyer shall accept or reject such proposal in writing prior to the expiration or revocation thereof. If Buyer accepts such proposal for such Installation Services, Supplier shall provide such Installation Services for the Project pursuant to the Turbine Supply and Installation Agreement. Supplier shall have no obligation to provide Installation Services for any Project unless and until Supplier and Owner have agreed to the terms of and executed the Turbine Supply and Installation Agreement for such Installation Services.

3.6 Site Facilities.

3.6.1    For each Project other than the Proposed Group 1 Project, Supplier shall have the right to require Buyer or Owner to construct Site Facilities in accordance with the Site Facilities Requirements pursuant to the relevant Project Documents upon notice delivered to Buyer prior to the execution of Project Documents. Upon receipt of any such notice, Buyer shall identify the potential location for the Site Facilities, perform a Phase I environmental study on the relevant real property, and provide a copy of such study to Supplier. Supplier shall notify Buyer within one (1) month whether it will proceed with the Site Facilities Lease at that location. If such location is unacceptable to Supplier due to the results of the Phase I environmental study, the Parties shall cooperate, acting reasonably and in good faith, to identify an alternate location, mutually acceptable to the Parties, for the Site Facilities. The Site Facilities Lease shall be executed contemporaneously with the Project Documents.

3.6.2    If the Parties are unable to agree to any items required for completion of the Site Facilities Lease that are not already set forth in the form of Site Facilities Lease, the Parties shall attempt to resolve the matter in accordance with Section 18.1. If the Parties are unable to resolve the matter in accordance with Section 18.1, either Party may submit any pending items to the dispute resolution procedures set forth in Section 18.2.

3.7 Project Documents.

3.7.1    The Parties shall use diligent, timely, and commercially reasonable and good faith efforts to agree as promptly as practicable after the completion of an Acceptable Site Review to all items required for completion of the Project Documents that have not been agreed to pursuant to this Agreement or the proposals contemplated in Sections 3.4 and 3.5 and promptly following such agreement, shall execute the relevant Project Documents. The Parties acknowledge and agree that Supplier may revise and update the exhibits attached to the forms of Project Documents a reasonable period of time prior to the execution of Project Documents for any Project to reflect Supplier’s then-current technical and other specifications for the Turbine Equipment, which updates are subject to Buyer’s review and approval, which approval shall not be unreasonably withheld. Any failure by Buyer to approve such revisions or updates in accordance with this Section 3.7.1 shall not adversely affect the Warranties provided under the Supply Agreements or the Services provided under the Service Agreement.

3.7.2 For each Project:

(i)        the date of commencement of the Work or the Equipment Supply Obligations, as applicable, at the Project Site shall be the Project Documents Commencement Date;

(ii)       the coordinates and number of Nominated Wind Turbines shall be selected in accordance with the methodology set forth in Exhibit O to the Turbine Supply Agreement.

(iii)      the Annual Fee and the Interim Service Fee to be inserted in the Service Agreement shall be equal to the amount calculated in accordance with the Annual Fee Parameters. The Annual Fee and the Interim Service Fee may be adjusted pursuant to Section 3.4.2, and the Annual Fee shall be adjusted pursuant to the Service Agreement.

(iv) The start of the Local Roads shall be identified.

3.7.3    If the Parties are unable to agree to any items required for completion of the Project Documents that have not been agreed to pursuant to this Agreement (including Section 3.7.2) or the proposals contemplated in Section 3.5 or Section 6.1.1(ii), the Parties shall attempt to resolve the matter in accordance with Section 18.1. If the Parties are unable to resolve the matter in accordance with Section 18.1, either Party may submit any pending items to the dispute resolution procedures set forth in Section 18.6. Promptly following resolution of the dispute, the Parties shall execute the relevant Project Documents.

3.8 Third Party Owner.

3.8.1    Selection of Third Party Owner. If after using diligent efforts the Designated Owner for the relevant Group of Wind Turbines receives an order from a Governmental Authority that rejects its request to construct one or more Projects using the Group 2 Wind Turbines and/or the Group 3 Wind Turbines or such order contains terms and conditions that are inconsistent with the past orders of such Governmental Authority and are unacceptable to such Designated Owner, as solely determined by the Designated Owner, and an Affiliate of Buyer does not have any potential Project at which such Wind Turbines can be used, Buyer may designate a single owner that is not an Affiliate of Buyer (a “Third Party Owner”) for a Project using such Wind Turbines, subject to the following conditions:

(i)        Supplier shall have approved such Third Party Owner, which approval shall not be unreasonably withheld, conditioned or delayed provided that (a) such Third Party Owner or an Affiliate of such Third Party Owner is not a wind turbine manufacturer or a wind turbine service provider, (b) such Third Party Owner or an Affiliate of such Third Party Owner is not in litigation, arbitration or other dispute resolution proceeding with Supplier or an Affiliate of Supplier, (c) such Third Party Owner is a creditworthy entity with a Credit Rating on the date the Third Party Owner Project Documents are executed at least equal to the Credit Rating of Buyer Parent on the Effective Date, or such Third Party Owner provides payment security that satisfies the requirements for the Payment Security required hereunder, and (d) has not requested that Supplier provide pricing for wind turbines within the six (6) months preceding the date of designation of such Third Party Owner;

(ii)       the consideration received by Buyer or the Designated Owner, as applicable, for the Wind Turbines plus the amount owed to Supplier with respect to such Wind Turbines as of the date the Project Documents are executed shall not, without Supplier’s prior written approval, which approval shall not be unreasonably withheld, be less than the Base Price for such Wind Turbines set forth in the Payment Schedule multiplied by the number of Wind Turbines;

(iii)      Buyer or the Designated Owner, as applicable, shall reimburse Supplier for Supplier’s reasonable costs and expenses incurred in connection with executing Project Documents with the Third Party Owner, provided that Supplier shall promptly and diligently issue Project Documents for Third Party Owner review and, if requested by such Third Party Owner, promptly commence and diligently proceed with good faith negotiations of such Project Documents and provided, further, that, without limiting Supplier’s other rights hereunder, Supplier will use reasonable commercial efforts to cooperate with Buyer in identifying and referring Buyer to potential Third Party Owners;

(iv)      if the total price to be paid by the Third Party Owner for the Wind Turbines (including payment to be made to Supplier and payments the Third Party Owner may make to Buyer or the Designated Owner) less the costs and expenses reasonably incurred by Buyer and those costs and expenses for which Supplier is reimbursed pursuant to Section 3.8.1(iii) exceeds the Base Price for such Wind Turbines multiplied by the number of Wind Turbines, then, to the extent that Buyer or the Designated Owner, as applicable, receives such payments, Buyer or the Designated Owner, as applicable, shall pay to Supplier _____^*% of such excess amount, on an after tax basis, as determined by Buyer or the Designated Owner in accordance with its standard accounting practices.

(v)       any Payment Security established pursuant to Section 4.13 shall remain in full force and effect until the earlier of (a) the Third Party Owner provides alternate payment security reasonably acceptable to Supplier or (b) thirty (30) days after the execution date of the Third Party Project Documents. Supplier shall notify Buyer that Project Documents were executed with the Third Party Owner within three (3) Business Days after execution thereof.

3.8.2    Effectiveness of Agreement. Notwithstanding the foregoing, the provisions of this Agreement shall remain in full force and effect and shall continue to govern the selection of Projects and the execution of Project Documents until Supplier and such Third Party Owner have executed Project Documents for such Wind Turbines. Buyer may, on written notice to Supplier, elect to designate an alternate Third Party Owner in accordance with this Section 3.8, and the process described herein may be repeated until Supplier and such Third Party Owner have executed Project Documents.

3.8.3    Effect of Execution of Third Party Project Documents. Upon execution and delivery of the Project Documents with a Third Party Owner for a Project in accordance with this Agreement, each Party’s obligations under this Agreement with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be superseded and replaced by the obligations arising under the relevant Project Documents for each such Project and no Party shall have any further liability or obligation under this Agreement with respect to such Wind Turbines and related Turbine Equipment; provided that (i) the provisions of Article 13 shall survive the execution of Project Documents with respect to Confidential Information disclosed hereunder, and (ii) the provisions of Article 5 shall survive the execution of Project Documents to the extent that Turbine Equipment is Delivered to the Delivery Point hereunder. From and after the date of execution and delivery of Project Documents with a Third Party Owner for a Project, Supplier’s and the Third Party Owner’s obligations with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be governed by the Project Documents for such Project.

ARTICLE 4.

PRICING AND PAYMENT

4.1       Wind Turbine Base Price. The base price per Wind Turbine for each Wind Turbine supplied pursuant to the terms hereof or a Supply Agreement executed and delivered in accordance with this Agreement (the “Base Price”) is set forth on the Payment Schedule. The base price for a Project shall be determined by multiplying the Base Price by the number of Wind Turbines for such Project (the “Project Base Price”). For the avoidance of doubt, the Project Base Price does not include the Annual Fee under the Service Agreement.

4.2       Group Base Price. The Group Base Price for each Group of Wind Turbines is set forth on the Payment Schedule in Dollars and Euros. If the Euro portion of the applicable Group Base Price (the “Adjustable Portion”) is hedged as contemplated by Section 4.6, the Euro portion will be converted and calculated in Dollars as contemplated by Section 4.6, such that, from and after the Actual Hedging Date, the Group Base Price for the applicable Group of Wind Turbines shall be stated in Dollars only. The Group Base Price and the other amounts payable hereunder is an all inclusive price for Supplier's performance under this Agreement with respect to the relevant Group of Wind Turbines.

4.3 Payments for Wind Turbine Base Price.

4.3.1    Initial Down Payment. Within ____^* after the Effective Date, the Designated Owner shall pay to Supplier, as a down payment for the Group 1 Wind Turbines, the amount set forth in the Payment Schedule designated as the “Initial Down Payment” for the Group 1 Wind Turbines, with the Adjustable Portion to be converted, for purposes of making such down payment only, to Dollars based on the Euros to Dollars exchange rate on oanda.com on May 28, 2008 at 4 p.m. Eastern Standard Time, which rate is ____^* Euros per Dollar (the “Assumed Hedging Rate”).

4.3.2    Manufacturing Capacity Allocation Payment. Following receipt by Buyer of Supplier’s certificate, substantially in the form of Exhibit G, that it has allocated manufacturing capacity for the Group 2 Wind Turbines and the Group 3 Wind Turbines, the Designated Owner shall pay, in accordance with Section 4.8, to Supplier the amount set forth in the Payment Schedule designated as the “Manufacturing Capacity Allocation Payment” for the Group 2 Wind Turbines and the Group 3 Wind Turbines, provided, however that Supplier may issue such certificate no earlier than May 15, 2009.

4.3.3    Delay Payments. Without limiting the provisions of Section 3.1, the following provisions of this Section 4.3.3 shall apply only in the event that Project Documents have not been executed for the relevant Turbine Equipment or Component thereof:

(i)        Project Documents Payment. On or before the date that is _____^* days prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines, Buyer shall pay to Supplier the amount set forth in the Payment Schedule designated as the “Project Documents Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery of a Delayed Project Documents Execution Certificate and payable in accordance with Section 4.8.

(ii)       Ex Works. Upon achievement of Ex Works of the Turbine Equipment, or any Component thereof, Buyer shall pay to Supplier a pro rata portion based on the number of Components having achieved such status equal to the amount set forth in the Payment Schedule designated as the “Ex Works Payment” for the relevant Group of Wind Turbines. Such amounts shall be payable in accordance with Section 4.8 after presentation of (i) an Ex Works Certificate executed by, or on behalf of, Supplier specifying the applicable Turbine Equipment that is Ex Works, together with an invoice for such payment and (ii) a copy of a bill of lading (or other applicable transport documentation evidencing shipment) respecting such Turbine Equipment, together with an invoice for such payment and a list of serial numbers for each Component that has achieved Ex Works.

(iii)      Delivery. Upon Delivery of the Turbine Equipment, or any Component thereof to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Components Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Delivery Payment” for the relevant Group of Wind Turbines. Such amounts shall be payable in accordance with Section 4.8 after the applicable Components are Delivered to the Delivery Point, as evidenced by a Delivery Certificate executed by, or on behalf of, Supplier and countersigned or deemed countersigned by Buyer.

(iv)      Commissioning. On or before the date that is _____^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Commissioning Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery of a Delayed Commissioning Completion Certificate and payable in accordance with Section 4.8.

(v)       Substantial Completion. On or before the date that is _____^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Substantial Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed Substantial Completion Certificate and payable in accordance with Section 4.8.

(vi)      Final Completion. On or before the date that is _____^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Final Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed Final Completion Certificate and payable in accordance with Section 4.8.

(vii)     SCADA Completion. On or before the date that is _____^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “SCADA Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed SCADA Completion Certificate and payable in accordance with Section 4.8.

4.4 Optional Equipment Payments.

4.4.1    Concurrently with delivery to Supplier of an Equipment Options Notice, Buyer shall pay to Supplier an amount equal to the product of (i) the aggregate price for the Optional Equipment specified in the Equipment Options Notice and (ii) the total percentage of the applicable Group Base Price due from Buyer in all prior payments for the relevant Group of Wind Turbines.

4.4.2    Together with each payment set forth in Section 4.2, Buyer shall pay to Supplier an amount equal to the product of (i) the aggregate price for the Optional Equipment specified in the Equipment Options Notice and (ii) the percentage of the applicable Group Base Price due from Buyer at the time of such payment.

4.5       Application of Payments to Project Contract Price. For each Project, an amount equal to the amount of any payments made under this Agreement for the applicable Turbine Equipment to be included in such Project shall be applied to the Project Contract Price under the Supply Agreement for such Project.

4.6 Hedging.

4.6.1    Provided that Supplier has received the Initial Down Payment pursuant to Section 4.3.1 and subject to the provisions of this Section 4.6, Supplier shall enter into hedging arrangements with the Hedging Bank for the Adjustable Portion of the applicable Group Base Price on the first Business Day immediately following the applicable Anticipated Hedging Date. A representative of each Party shall participate in a conference call commencing at 9:10AM EPT on the Anticipated Hedging Date. On the day before the Anticipated Hedging Date, Supplier shall provide dial-in information for the conference call. On the conference call, Supplier shall verbally provide an indicative quotation for the applicable Group Base Price of a “Hedging Rate” (defined as the amount of Dollars per Euro 100.00 i.e. Euro/Dollar rate) from a Hedging Bank to Buyer. Buyer shall (a) instruct Supplier to hedge the applicable Adjustable Portion on or about 10:00AM EPT that same Business Day at the then available Hedging Rate, (b) instruct Supplier to hedge the applicable Adjustable Portion on or about 10:00AM EPT that same Business Day at the then available Hedging Rate, provided such Hedging Rate does not exceed Buyer’s desired maximum Euro/Dollar level for the Hedging Rate (the “Maximum Level”), which Maximum Level must be confirmed in writing via email to Supplier prior to 9:30AM EPT or (c) instruct Supplier not to hedge. If Supplier is instructed to hedge pursuant to clause (a) or (b) above, Supplier shall obtain quotations from two (2) Hedging Banks selected by Supplier and shall effect the hedge for the applicable Adjustable Portion with the Hedging Bank providing the lowest Hedging Rate (the applicable hedge rate obtained from the Hedging Bank, the “Actual Hedge Rate” and the date of such arrangement, the “Actual Hedging Date”). If Buyer has communicated a Maximum Level in accordance with clause (b) above, and the Hedging Rate offered by the 2 Hedging Banks on or about 10:00AM EPT exceeds the Maximum Level, the hedge shall NOT be effected. If pursuant to clause (b) or (c) above, the hedge is not effected, the procedure specified in this Section 4.6.1 may, at Buyer’s written request (in the form of an e-mail), be repeated on each of the 3 consecutive Business Days immediately following the Anticipated Hedging Date until Supplier enters into the hedge at the direction of Buyer or Buyer withdraws its election to make the payments in Dollars only. All hedging costs incurred in connection with hedging the applicable Adjustable Portion are to be paid by Buyer and are incorporated into the Actual Hedge Rate. All references to the applicable Group Base Price from and after the Actual Hedging Date shall mean the applicable Group Base Price as adjusted pursuant to this Section 4.6.

4.6.2    If Buyer fails to provide written notice that it wishes to continue the hedging process after a failure to hedge on the applicable Anticipated Hedging Date, or instructs Supplier not to hedge on each of the following three (3) Business Days after the Anticipated Hedging Date, or the hedge is not effected because a Maximum Level has been established and exceeded on each of the following three (3) Business Days, then Buyer shall be deemed to have withdrawn its election to make payments in Dollars only, and:

(i)        with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, shall pay the applicable Group Base Price and all other amounts payable with respect to such Group of Wind Turbines in both Dollars and Euros in the manner described in the Payment Schedule,

(ii)       and with respect to the Group 1 Wind Turbines, on the first Business Day after this Section 4.6.2 becomes applicable, Supplier shall purchase, at the then available spot rate, sufficient Euros to cover the Adjustable Portion of the Initial Down Payment. Following such purchase, Supplier shall deliver to Buyer an invoice for the amount by which the sum of the Dollars spent by Supplier to purchase Euros pursuant to this Section 4.6.2(ii) plus the Dollar component of the Initial Down Payment exceeds the amount paid by Buyer under Section 4.3.1 which amount shall be paid within seven (7) days following receipt of such invoice; provided, however, that if the sum of the Dollars spent by Supplier to purchase Euros pursuant to this Section 4.6.2(ii) plus the Dollar component of the Initial Down Payment is less than the amount paid by Buyer under Section 4.3.1, Supplier shall refund such amount within seven (7) days following delivery of such invoice.

4.6.3    If Supplier enters into the hedging arrangements contemplated in Section 4.6.1, for the Group 1 Base Price, then (i) on the first Business Day after the Actual Hedging Date, Supplier will submit to Buyer an invoice for an amount equal to the difference between the Dollar value of the Initial Down Payment paid by Buyer pursuant to Section 4.3.1 and the Dollar value of the Initial Down Payment calculated using the Actual Hedging Rate and (ii) Buyer shall pay to Supplier the amount invoiced pursuant to clause (i) of this sentence within ____^* Business Days of receipt of such invoice; provided, however, that if the Dollar value of the Initial Down Payment calculated using the Assumed Hedging Rate exceeds the Dollar value of the Initial Down Payment calculated using the Actual Hedging Rate, then Supplier shall refund to Buyer within _____^* Business Days the amount of such excess.

4.6.4    If Supplier enters into the hedging arrangements contemplated in Section 4.6.1, Supplier shall update each pricing item set forth in Exhibit U that contains a Euro component by converting the Euro component of such item into Dollars at the Actual Hedge Rate.

4.6.5    The payment made by Buyer pursuant to Section 4.3.1, together with such additional payment or refund made pursuant to Section 4.6.3 or Section 4.6.2(ii), as applicable is and shall be nonrefundable.

4.7 Adjustments.

4.7.1    Fuel Adjustments. If the Fuel Price _____^* for the Group 2 Wind Turbines or the Group 3 Wind Turbines is greater than _____^*% of the Fuel Price _____^* or is less than _____^*% of the Fuel Price _____^*, then Supplier shall submit to Buyer a calculation of any additional amount payable or credits to Buyer as a result of the increase or decrease in the price of bunker fuel between the applicable Fuel Price _____^* and the Fuel Price _____^*.  Such calculation shall be made in accordance with the following formula:

(A * B * C)

Where,

A = the ocean freight portion of the applicable Group Base Price attributable to the Wind Turbines being shipped, which, for shipments of the Group 2 Wind Turbines is $_____^*, and for shipments of the Group 3 Wind Turbines is $_____^*.

B = _____^* (the percentage of ocean freight attributable to bunker fuel based on Delivery to the Delivery Point)

and

C = (Fuel Price _____^* – Fuel Price _____^*) / Fuel Price _____^*.

4.7.2    Steel Adjustments. If the Steel Price _____^* for the relevant Group of Wind Turbines is greater than _____^*% of the Steel Price _____^* or is less than _____^*% of the Steel Price _____^*, then Supplier shall submit to Buyer a calculation of the additional amount payable or credits to Buyer as a result of the increase or decrease in the price of steel between the applicable Steel Price _____^* and the Steel Price _____^*. Such calculation shall be made in accordance with the following formula:

(E * F * G)

Where,

E = the number of Towers in the relevant Group of Wind Turbines

F = _____^* (the steel metric tonnage per Tower)

G = (Steel Price _____^* – Steel Price _____^*)

4.7.3    Within five (5) Business Days following receipt of Supplier’s calculation pursuant to this Section 4.7, Buyer shall approve or dispute the calculation. If Buyer approves the calculation and such amount is positive, the amount set forth in such calculation shall be paid directly to Supplier in accordance with Section 4.8. If Buyer approves the calculation and such amount is negative, Supplier shall credit such amount to the immediately succeeding payments due from the applicable Designated Owner hereunder or under the Project Documents. If Buyer disputes the calculation and the Parties are unable to resolve the dispute, either Party may submit the matter to dispute resolution in accordance with the provisions of Sections 18.1 and 18.2.

4.8 Invoicing.

4.8.1    Supplier shall, not more than two (2) times per month, prepare and submit to Buyer (i) with respect to payments due pursuant to Section 4.3, an application for payment in the form of Exhibit V (the “Application for Payment”) specifying (A) each event for which payment is sought, along with documentation related to such event, and (B) the total payment sought in the Application for Payment, and (ii) with respect to other amounts due and payable, an invoice specifying the amount due and describing in a commercially reasonable manner the events, conditions, costs incurred, services performed or other information giving rise to such amount and documentation related thereto.

4.8.2    Within fifteen (15) Business Days after receipt of each Application for Payment or invoice, except as set forth in Sections 4.13.1, 16.5, 16.6 and 16.7, Buyer shall pay directly to the account of Supplier designated on Exhibit W, or such other account designated in writing by Supplier after the Effective Date, the amounts due under this Agreement and set forth in such Application for Payment.

4.8.3    All invoices and Applications for Payment shall be sent to the attention of the Designated Owner and list the billing address as follows, or such other address as Buyer may designate in writing to Supplier:

[insert applicable Designated Owner]

c/o Alliant Energy Corporate Services, Inc.

Attention: Accounts Payable

P.O. Box 5007

Dubuque, IA 52007-5007

With email copies to: michellearenson@alliantenergy.com

4.9       Disputed Payments. If a dispute arises regarding the payments to be made to Supplier or Buyer hereunder, Buyer or Supplier, as applicable, shall pay all undisputed amounts, and Buyer and Supplier shall attempt in good faith to resolve the dispute as promptly as practicable and, if unsuccessful, shall utilize the dispute resolution provisions in Sections 18.1 and 18.2 to resolve the payment dispute.

4.10     Late Payments. Any amount owed by a Party hereunder beyond the date that such amount first becomes due and payable under this Agreement shall accrue interest from the date that it first became due and payable until the date that it is paid at the lesser of (a) Prime Rate plus _____^* per annum or (b) the maximum rate permitted by Applicable Law. Any such interest charges shall be invoiced to Buyer or Supplier, as applicable, on a separate invoice.

4.11     Taxes. Buyer shall (i) pay directly any and all Taxes other than those relating to the performance of Supplier’s obligations hereunder as they become due and (ii) remit to Supplier all amounts payable for Sales Taxes following receipt from Supplier of an invoice therefor and reasonable documentation supporting the calculation thereof. Supplier shall cooperate with reasonable requests by Buyer in any efforts of Buyer to obtain exemption from, or to minimize, any such Taxes and Sales Taxes.

4.12     Supplier MSA Parent Guaranty. On the Effective Date, Supplier shall deliver to Buyer the Supplier MSA Parent Guaranty.

4.13 Buyer Payment Security.

4.13.1  Upon the occurrence of a Designated Owner 1^st Credit Downgrade Event for the relevant Designated Owner prior to execution of Project Documents for the relevant Group of Wind Turbines, the Payment Schedule set forth in Exhibit U.2 for the relevant Group of Wind Turbines shall be applicable to this Agreement and the relevant Project Documents executed by the relevant Designated Owner following delivery of written notice to that effect by Supplier. In addition, within _____^* Business Days following receipt of an invoice therefor, the Designated Owner shall, with respect to the relevant Group of Wind Turbines, pay to Supplier the difference between (i) the amounts due through the date of such invoice as set forth in Exhibit U.1 and (ii) the amounts due through the date of such invoice as set forth in Exhibit U.2.

4.13.2  Upon the occurrence of a Designated Owner 2^nd Credit Downgrade Event for the relevant Designated Owner prior to execution of Project Documents for the relevant Group of Wind Turbines, the Designated Owner shall, at the Designated Owner's cost and expense deliver to Supplier, within _____^* Business Days following receipt of a written request therefor from Supplier, Payment Security in the Payment Security Amount for the relevant Group of Wind Turbines and shall maintain applicable Payment Security until either (1) the obligations secured by such Payment Security are fully performed by Buyer or the Designated Owner or (2) the Designated Owner’s Credit Rating increases above the levels specified under the definition of Designated Owner 2^nd Credit Downgrade Event; provided, however, that if the Payment Security is a Payment Letter of Credit, the Designated Owner shall not be obligated to deliver the Payment Letter of Credit any earlier than one hundred and eighty (180) days before the first Component of the relevant Group of Wind Turbines is scheduled to achieve Ex Works.

4.13.3  To the extent that the Payment Security is a Payment Letter of Credit, within ____^* Business Days of any occurrence which results in the stated amount of the Payment Letter of Credit being less than the Payment Security Amount, the applicable Designated Owner shall either increase the stated amount of the relevant Payment Letter of Credit or provide additional letters of credit, substantially in the form of the Payment Letter of Credit, as necessary to cause the aggregate stated amount of all such letters of credit to equal or exceed the Payment Security Amount including any amounts due under any Change Orders. If Buyer is entitled to reduce the amount of the Payment Letter of Credit on account of payment of portions of the applicable Group Base Price, Supplier shall promptly on the applicable Designated Owner’s request execute and deliver to the applicable Designated Owner a certificate in the form of Annex D to the Payment Letter of Credit. Within _____^* Business Days following the occurrence of a Bank Credit Downgrade Event, the applicable Designated Owner shall provide to Supplier a replacement Payment Letter of Credit that meets all of the requirements of this Agreement.

ARTICLE 5.

TITLE, RISK OF LOSS, CARE, CUSTODY AND CONTROL

5.1       Title. Title to all or any portion of the Wind Turbines and related Turbine Equipment shall pass to the applicable Designated Owner upon the later of (i) the date of Delivery to the Delivery Point and (ii) the date on which Supplier receives the amount payable for such Wind Turbines and related Turbine Equipment pursuant to Section 4.3.3(iii).

5.2       Risk of Loss. Risk of loss and care, custody and control of all or any portion of the Wind Turbines and related Turbine Equipment shall pass to the applicable Designated Owner on the date of Delivery to the Delivery Point.

ARTICLE 6.

DELIVERY AND STORAGE

6.1 Delivery of Wind Turbines.

6.1.1 Delivery Point Selection and Confirmation.

(i)        Until and unless modified pursuant to this Section 6.1.1, the Delivery Point hereunder for all Turbine Equipment is the Assumed Delivery Point.

(ii)       On or before the date that is _____^* months prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines, Buyer may request Supplier to deliver the Turbine Equipment to the Site Delivery Point or a Buyer Alternate Delivery Location rather than the Assumed Delivery Point. Within _____^* month following receipt of any such request, Supplier shall deliver to Buyer copies of the applicable final road survey received from Supplier’s transportation subcontractor and shall notify Buyer of the associated changes, if any, to (a) the transportation costs, and (b) the Guaranteed Delivery Dates. Buyer shall notify Supplier within _____^* month following receipt of such notice whether Supplier shall deliver such Turbine Equipment to the Site Delivery Point or Buyer Alternate Delivery Location, as applicable, rather than the Assumed Delivery Point on the terms provided by Supplier in its notice pursuant to this Section 6.1.1(ii). To the extent Buyer elects to have Turbine Equipment Delivered to the Site Delivery Point or Buyer Alternate Delivery Location pursuant to this Section 6.1.1(ii), Buyer shall pay to Supplier the incremental transportation, handling and personnel costs as set forth in Supplier’s notice issued pursuant to this pursuant Section 6.1.1(ii).

(iii)      At least _____^* days prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines, Buyer shall deliver to Supplier written confirmation as to whether the then-applicable Delivery Point will be accessible and capable of accepting Delivery of the Turbine Equipment on the first Guaranteed Delivery Date for such Group of Wind Turbines. To the extent that such Delivery Point is not expected to be accessible and capable of accepting Delivery of the Turbine Equipment on the first Guaranteed Delivery Date for such Group of Wind Turbines, Buyer shall, contemporaneously with delivering the foregoing notice, deliver to Supplier written notice of the location and description of the Buyer Alternate Delivery Location at which the Turbine Equipment will be stored. If (i) Buyer fails to deliver to Supplier the written notice required by the second sentence of this Section 6.1.1(iii), (ii) Supplier determines that any of the Turbine Equipment cannot be stored through the use of commercially reasonable efforts at the Buyer Alternate Delivery Location in accordance with the Storage Instructions or (iii) Supplier determines that the Buyer Alternate Delivery Location does not comply with the Storage Requirements, Supplier shall deliver written notice to Buyer to that effect within a commercially reasonable period of time. Within _____^* days of Buyer’s receipt of such written notice from Supplier, Buyer shall identify another Buyer Alternate Delivery Location or otherwise respond to Supplier’s notice with a written plan to remedy the defects in the Buyer Alternate Delivery Location it has chosen. If Buyer does not respond to Supplier’s written notice within the applicable _____^* day period or Supplier determines that the Buyer Alternate Delivery Location is inaccessible, Supplier shall, acting reasonably and in good faith, choose a Supplier Alternate Delivery Location acceptable to it and deliver to Buyer written notice of the location and description of such Supplier Alternate Delivery Location. Buyer shall pay to Supplier any incremental transportation, unloading, handling and personnel costs incurred as a result of delivering the Turbine Equipment to the Alternate Delivery Location selected pursuant to this Section 6.1.1(iii) rather than the Assumed Delivery Point plus _____^*

6.1.2    Delivery and Shipping Arrangements. Supplier shall Deliver the Turbine Equipment to the Delivery Point, DDP, according to INCOTERMS 2000 if (i) Project Documents for the Project to which the relevant Turbine Equipment has been allocated have not been executed or (ii) the date of Delivery for any Component of Turbine Equipment is prior to the Project Documents Commencement Date for the Project to which such Turbine Equipment has been allocated. Supplier shall provide _____^* hours of advance notice of each Delivery. At the time of Delivery, Supplier shall present a signed Delivery Certificate for countersignature by Buyer in respect of any Component of Turbine Equipment Delivered to the Delivery Point hereunder and Buyer shall have the right to make reasonable inspections of such equipment to verify the content and condition of the Turbine Equipment deliveries prior to countersigning the same. In the event that Buyer fails to respond to a request for countersignature of a Delivery Certificate within _____^* Business Days, Buyer shall be deemed to have countersigned such Delivery Certificate.

6.1.3    Early Deliveries. Upon no less than _____^* days’ advance written notice to Buyer, Supplier may Deliver any Component to the Delivery Point up to _____^* days in advance of the Anticipated Delivery Date if there is adequate storage and security available at the Delivery Point and such early Deliveries do not unreasonably interfere with or accelerate the work to be performed by Buyer and its contractors and subcontractors. Supplier shall pay any and all incremental costs associated with any early Delivery to the Delivery Point (including the cost of storage and security and maintenance of the Turbine Equipment pursuant to the Storage Instructions at any Delivery Point other than the Assumed Delivery Point) from the date of such early Delivery until the Anticipated Delivery Date.

6.2 Storage.

6.2.1    Subject to the terms and conditions set forth in this Section 6.2 and Sections 7.1 and 7.2, if an Alternate Delivery Location is designated pursuant to Section 6.1.1, Supplier shall deliver the Turbine Equipment to the Alternate Delivery Location and, in the case of delivery to a Supplier Alternate Delivery Location only, unload the Turbine Equipment at the Supplier Alternate Delivery Location.

6.2.2    Prior to the date that the first Component of the Turbine Equipment is scheduled to be delivered to the Alternate Delivery Location, Buyer shall deliver to Supplier certificates of insurance evidencing coverage for the Turbine Equipment comparable to the Builders’ All-Risk Insurance described in Exhibit F.2.4.1 of the Turbine Supply Agreement naming Supplier as an additional insured. If Buyer fails to deliver such certificates of insurance, Supplier may, but is not obligated to, obtain a separate insurance policy for such coverage at Buyer’s sole cost and expense.

6.2.3    Until the Turbine Equipment has been removed from the Buyer Alternate Delivery Location, Buyer shall, at its sole cost and expense, obtain and maintain the right to use the Buyer Alternate Delivery Location and provide any security for the Buyer Alternate Delivery Location. To the extent that Buyer fails to perform such obligations and Supplier undertakes to perform such obligations, or Supplier incurs costs in connection with Buyer’s performance of such obligations, Buyer shall pay to Supplier all such costs plus _____^*.

6.3 Maintenance During Storage.

6.3.1    Following Delivery of the Turbine Equipment to the Delivery Point, Supplier shall be responsible for maintaining such Turbine Equipment in accordance with the Storage Instructions. Supplier shall be responsible for providing any utilities, equipment or services required in connection with performing such maintenance. Buyer shall provide Supplier with Access to the Turbine Equipment as necessary to permit Supplier to perform its obligations under this Section 6.3.

6.3.2    If Supplier is required to perform its obligations under Section 6.3.1 due to an Excusable Event, Buyer shall pay Supplier (a) at the rate set forth in Exhibit FF associated with performing maintenance in accordance with Section 6.3.1, (b) the costs and expenses incurred by Supplier in connection with providing utilities, equipment or services required to perform such maintenance plus ____^*, and (c) the travel expenses incurred by Supplier in connection with performing such maintenance. If Supplier is required to perform its obligations under Section 6.3.1 due to early Delivery by Supplier pursuant to Section 6.1.3, or any reason other than an Excusable Event, Supplier shall perform such services at Supplier’s cost and expense until the Guaranteed Delivery Date for the relevant Turbine Equipment.

6.4 Extended Storage.

6.4.1    Following Delivery of the Turbine Equipment to the Delivery Point, Supplier shall remain obligated to perform Site Reviews and execute Project Documents respecting such Turbine Equipment in accordance with the terms of this Agreement until the date that is _____^* months following the date such Turbine Equipment was Delivered to the Delivery Point; thereafter, if requested by Buyer, Supplier shall provide Buyer with a proposal for Commissioning services for such Turbine Equipment at a Project Site designated by Buyer, but shall have no obligation to provide Warranties, Availability Covenants or Services with respect to such Turbine Equipment; provided that Supplier may, at its option, agree to provide Warranties, Availability Covenants and/or Services respect to such Turbine Equipment on terms and conditions agreed by the Parties which may or may not be based on the terms and conditions contained in the forms of Project Documents.

6.4.2    In the event Project Documents are not executed with respect to any Turbine Equipment supplied hereunder, to the extent that Supplier or its Affiliates are manufacturing spare parts for the Turbine Equipment, such spare parts shall be available for purchase by Buyer for the Wind Turbines and Towers for a period of _____^* years after the last Guaranteed Delivery Date of such Turbine Equipment. If Buyer elects to purchase any spare parts from Supplier for the Turbine Equipment within such time period, Supplier shall sell such spare parts to Buyer at Supplier’s then-effective list price. Subject toSection 4.11, any costs incurred by Supplier for Sales Taxes relating to any spare parts purchased pursuant to this Section 6.4.2 or in connection with shipping, handling, insurance, duties or other costs associated with the transportation or delivery of such spare parts shall be reimbursed by Buyer. At the request of Buyer, the Parties shall cause to be executed an Escrow Agreement if (i) any Turbine Equipment has been placed in storage for a period of _____^* months or longer or (ii) Buyer has notified Supplier that it shall not enter into Project Documents with respect to any Wind Turbines and provides an irrevocable and unconditional waiver of any rights hereunder with respect to Warranties, Availability Covenants or Services with respect to such Wind Turbines.

6.5       Guaranteed Delivery Dates. The provisions of this Section 6.5 shall apply if (i) Project Documents have not been executed with respect to the relevant Turbine Equipment due to a breach by Supplier of Section 3.7.1, and (ii) Buyer has reasonably demonstrated that it is capable of accepting delivery of such Wind Turbines at a Project Site.

6.5.1    Delivery Deadline. Supplier shall deliver the Turbine Equipment to the Delivery Point on or before the applicable Guaranteed Delivery Dates; provided, however, that the Parties acknowledge that each such Guaranteed Delivery Date is subject to adjustment pursuant to the Change Order provisions of Article 10.

6.5.2    Delivery Delay Liquidated Damages. If delivery of the applicable Component to the Delivery Point has not occurred by the applicable Guaranteed Delivery Date, due to Supplier’s failure to perform its obligations under this Agreement for reasons other than an Excusable Event, Supplier will be liable to Buyer for damages for each day after such Guaranteed Delivery Date until the date of delivery of such Component in an amount equal to: (i) _____^* per day for each Turbine Nacelle not delivered by the applicable Guaranteed Delivery Date, (ii) _____^* per day for each Blade Set not delivered by the applicable Guaranteed Delivery Date, (iii) _____^* per day for each Hub not delivered by the applicable Guaranteed Delivery Date and (iv) _____^* per day for each Tower section not delivered by the applicable Guaranteed Delivery Date (the “Delivery Delay Liquidated Damages”). Such amounts shall be calculated at the end of each week after the applicable Guaranteed Delivery Date until the date of delivery of the applicable Component, and shall be credited or paid to Buyer in accordance with Section 6.5.4 no later than _____^* Business Days thereafter.

6.5.3    Maximum Liability for Delivery Delay Liquidated Damages. Supplier’s aggregate liability for any Delivery Delay Liquidated Damages as set forth in Section 6.5 payable with respect to each Group of Wind Turbines shall be limited to a maximum of _____^* of the applicable Group Maximum Liability.

6.5.4    Payment of Liquidated Damages. Any and all amounts due from Supplier for liquidated damages hereunder shall be credited to the subsequent payments due hereunder for the Group of Wind Turbines with which such Components are associated. In the event such credits exceed the amounts due from the applicable Designated Owner hereunder (the difference being the “Overpayment”), then Supplier shall refund to Buyer the Overpayment on the date on which such liquidated damages were credited to Buyer hereunder.

6.5.5    Liquidated Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature of the Turbine Equipment and the unavailability of substitute equipment, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Buyer as a result of Supplier’s failure to deliver the Turbine Equipment by the Guaranteed Delivery Dates. It is understood and agreed by the Parties that (a) Buyer shall be damaged by failure of Supplier to meet such obligations, (b) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom, (c) any sums which would be creditable or payable under this Section 6.5 are in the nature of liquidated damages, and not a penalty, and are fair and reasonable, and (d) each payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from each such failure.

6.5.6    Sole and Exclusive Remedy. Payment of Delivery Delay Liquidated Damages shall, without duplication, constitute the sole and exclusive remedy of Buyer and the sole and exclusive liability and measure of damages of Supplier with respect to Supplier’s failure, if any, to deliver the Turbine Equipment on or before the Guaranteed Delivery Dates. Once payment of such liquidated damages has been made, Supplier shall be relieved of any further liability in respect thereof. Notwithstanding anything herein to the contrary, including Section 16.4.1, Buyer shall have no right to terminate this Agreement should Supplier fail to deliver the Turbine Equipment by the Guaranteed Delivery Dates, provided that Supplier is complying with or has complied with its obligation to credit or pay to Buyer the relevant liquidated damages applicable under this Article 6.

6.6       Supplier Permits. Supplier shall obtain and maintain those Permits specifically identified in Exhibit A.4 to the form of Turbine Supply Agreement as being Supplier’s responsibility (the “Supplier Permits”); provided, however, that Buyer shall, at no cost or expense to Buyer, cooperate with Supplier’s reasonable requests to assist Supplier in obtaining the Supplier Permits. Supplier shall have no responsibility to obtain any other Permits necessary for Buyer to perform its obligations hereunder or to construct, own, operate or maintain the Project. Promptly following receipt thereof, Supplier shall deliver copies to Buyer of all such Supplier Permits that are reasonably likely to have an impact on Buyer’s performance of its obligations under this Agreement.

6.7       Standard of Performance. Supplier shall perform all of its obligations hereunder in a workmanlike manner, using new materials, and in compliance, in all material respects, with Applicable Laws, the Supplier Permits, applicable Buyer Permits, copies of which were delivered to Supplier pursuant to Section 7.6, Prudent Wind Industry Practices, the Technical Specifications and the other requirements of this Agreement, all as more particularly described herein. If the standards or requirements derived from the foregoing are inconsistent, Supplier shall perform its obligations in accordance with the requirements of the most stringent rule, standard, criteria or guideline; provided, however, that nothing in this Section 6.7 shall be construed to require Supplier to provide the Turbine Equipment other than in accordance with the Technical Specifications. If there are any conflicts between or among the standards or requirements derived from the foregoing, Supplier shall promptly notify Buyer of the conflict and the Parties shall cooperate and negotiate in good faith such modifications to this Agreement as are necessary to resolve the conflict. Notwithstanding anything herein to the contrary, nothing herein shall require that the Turbine Equipment be designed or manufactured, or will operate in compliance with, any Applicable Laws or Buyer Permits.

6.8       Supplier’s Manager. Supplier shall appoint a single representative, and shall provide prompt written notice thereof to Buyer, to act as its manager and coordinator of this Agreement on Supplier’s behalf (the “Supplier’s Manager”). To the extent practicable, the Supplier’s Manager shall not be replaced without reasonable prior written notice to Buyer. The Supplier’s Manager shall (i) act as the liaison for Supplier’s communications with Buyer, (ii) be responsible for receiving all reports due under this Agreement from Buyer and delivering all reports due hereunder to Buyer, (iii) have authority to act on behalf of Supplier and (iv) have the experience and authority to make reasonably prompt means and methods decisions at the Delivery Point on a real time basis. All communications received from the Supplier’s Manager shall be binding on Supplier except with respect to those communications that Supplier has delivered written notice to Buyer that the Supplier’s Manager is not authorized to accept or deliver. Notwithstanding the foregoing, the Supplier’s Manager shall not have authority to amend or to modify any of the provisions of this Agreement. The Supplier’s Manager shall coordinate all activities of Supplier at the Delivery Point, including reporting activities, scheduling activities, communication activities, and administration. Supplier shall at all times keep Buyer informed of the identity of and contact information for the Supplier’s Manager and, to the extent a different individual has responsibility for site safety, environmental issues, emergencies or billing and invoicing, the identity of and contact information for such individuals.

6.9       Subcontractors and Vendors. Supplier may locate and procure the services of such Subcontractors and Vendors as in Supplier's reasonable judgment may be necessary to complete Supplier's duties and obligations pursuant to this Agreement; provided, however, that, with respect to any Delivery of the relevant Group of Wind Turbines to the Assumed Delivery Point or a Buyer Alternate Delivery Location, Supplier shall not enter into any Major Subcontract with any Subcontractor other than an Approved Major Subcontractor in the applicable capacity, without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Supplier shall provide a list of all Major Subcontractors with a description of each of their scopes of work to Buyer (a) at least _____^* days prior to such Subcontractors’ commencement of work at the Delivery Point other than a Supplier Alternate Delivery Location and (b) as soon as commercially practical if such Subcontractors are to commence work at a Supplier Alternate Delivery Location. No such engagement shall relieve Supplier of any of its duties, responsibilities, obligations or liabilities hereunder. As between Buyer and Supplier, Supplier shall be solely responsible for the acts, omissions or defaults of its Subcontractors and Vendors engaged pursuant to this Section 6.9. Nothing in this Agreement shall be construed to impose on Buyer any obligation, liability or duty to a Subcontractor or Vendor engaged pursuant to this Section 6.9, or to create any contractual relationship between any such Subcontractor or Vendor and Buyer, including any obligation to pay or to see to the payment of any moneys due any such Subcontractor or Vendor. Supplier shall, in accordance with the terms and conditions of its Subcontracts, pay or dispute all charges of its Subcontractors. No Subcontractor or Vendor is intended to be nor shall be deemed a third party beneficiary of this Agreement.

6.10       Liens.

6.10.1  No Liens. Supplier shall not assume, create or suffer to be created by any employee, Subcontractor or Vendor any Lien on the Project Site, the Project, the Turbine Equipment, or any portion thereof arising from performance or non-performance of Supplier’s obligations hereunder or under any contract with such Subcontractor or Vendor; provided, however, that the foregoing shall not limit Supplier’s or any Subcontractor’s or Vendor’s remedies against Buyer arising under this Agreement or Applicable Law from any due and unpaid liabilities of Buyer under this Agreement; provided, however, that with respect to any disputed due and unpaid liabilities, no Lien shall be filed by Supplier until the earlier of (a) the date such dispute is resolved or (b) the latest date by which Supplier must file a Lien in order to avoid forfeiting, waiving or otherwise losing its Lien rights. All such Liens shall be released by Supplier once such disputes are resolved and any associated payments then due are made by Buyer.

6.10.2  Discharge of Liens. If any Subcontractor or Vendor files a Lien against the Turbine Equipment, or any portion thereof arising from performance or non-performance of Supplier’s obligations hereunder or under any contract with such Subcontractor or Vendor, in breach of Supplier’s obligations under Section 6.10.1, then Supplier shall:

(i)        promptly, following receipt of written notice of such Lien or of Supplier’s becoming aware of the assertion of such Lien, provide written notice thereof to Buyer; and

(ii)       as soon as reasonably practicable, but in no event later than ten (10) Business Days after the date that Supplier receives written notice that the Lien was filed, (a) pay or discharge, and discharge of record, any such Lien for or in respect of performance of Supplier’s obligations hereunder, (b) pay the appropriate amount into court in order to have the Lien vacated or (c) provide, in its reasonable discretion, a bond or letter of credit from a surety or commercial bank reasonably acceptable to Buyer in an amount and on terms and conditions reasonably acceptable to Buyer to protect against such Lien.

6.11     Taxes. Supplier shall pay directly any and all Taxes in connection with the performance of its obligations under this Agreement, as they become due. Buyer shall cooperate with reasonable requests of Supplier in any efforts by Supplier to obtain exemption from, or to minimize, any such Taxes.

6.12     Manufacturing Facility. Buyer may, on no more than _____^* separate occasions (with respect to each manufacturing facility), following not less than _____^* Business Days’ prior written notice to Supplier, with Supplier’s prior written consent, which consent shall not be unreasonably withheld, and accompanied by Supplier’s representative, visit (i) Supplier Parent’s (or its Affiliate’s) manufacturing facility during manufacturing, assembly and packaging of the Wind Turbines, and (ii) any facility in which Towers are manufactured during manufacturing, assembly and packaging of the Towers. Each such visit shall occur during normal factory hours and shall occur for the sole purpose of viewing the manufacturing, assembly and packaging of the Wind Turbines or Towers, as applicable. To the extent that any particular manufacturing facilities are not available for public visitation, Supplier shall use reasonable commercial efforts to allow Buyer to visit similar manufacturing facilities. Supplier and Buyer shall, acting reasonably, cooperate and coordinate such visits so as to minimize any interference with the performance of the manufacturing, assembly and packaging processes. Buyer shall comply with all factory safety rules during such visits and refrain from taking any pictures or video footage while at the facilities. Buyer acknowledges and agrees that the right to visit the manufacturing facilities of Supplier Parent or the relevant Vendor of Towers hereunder does not include the right to direct the quality processes or procurement activities of Supplier Parent or the relevant Vendor of Towers. Such visits shall not delay, impede or otherwise interfere with the performance of Supplier’s obligations hereunder. Buyer’s right to visit facilities expressly excludes any right to testing, inspection or interaction, except that upon no less than ____^* Business Day’s notice, Buyer may inspect documents related to the quality assurance and quality control systems at the relevant facilities. Each Party shall bear its own costs and expenses associated with any manufacturing facility visits contemplated under this Section 6.12.

ARTICLE 7.

ADDITIONAL BUYER OBLIGATIONS

7.1       Right of Access. Buyer or its Affiliate shall have acquired, at least _____^* days prior to the first Guaranteed Delivery Date, and shall thereafter maintain, all rights to use the Assumed Delivery Point and Buyer Alternate Delivery Location, and all necessary consents and all other agreements regarding the land which provide rights to use and access the Assumed Delivery Point and Buyer Alternate Delivery Location, sufficient to allow Supplier to perform its obligations hereunder by the Guaranteed Delivery Dates. Buyer shall provide Supplier with access to and within the Assumed Delivery Point and Buyer Alternate Delivery Location, at all times and without prior notice, as reasonably necessary to perform its obligations hereunder.

7.2       Transportation Access. Buyer shall provide Supplier with access to the Assumed Delivery Point and the Buyer Alternate Delivery Location sufficient to permit access, turn-around and egress by heavy trucks and otherwise meeting the requirements set forth in Exhibit E.1 to the form of Turbine Supply Agreement or such other requirements as may be designated by Supplier at least _____^* days prior to delivery of the first Component of the Turbine Equipment to the first North American port. Buyer shall pay for all costs associated with its failure to comply with any such requirements, including costs of towing vehicles at the Alternate Delivery Location and any damage to transportation vehicles that might result. Buyer shall be responsible for taking any extraordinary measures that might be required if the Local Roads are inadequate for the performance of Supplier’s obligations hereunder and shall be liable for all costs associated with such extraordinary measures. If any damage to the Local Roads or access roads occurs during performance of Supplier’s obligations hereunder, Buyer shall pay directly, or promptly reimburse Supplier for, any and all fines and/or repair costs associated with such damage except to the extent that such damage is caused by the negligence or willful misconduct of Supplier or Supplier’s Subcontractors.

7.3 Loading, Unloading and Delivery Device Return.

7.3.1    At the Project Site. Upon Delivery to the Assumed Delivery Point or the Buyer Alternate Delivery Location, Buyer shall unload, or cause to be unloaded, the Turbine Equipment from each delivery truck within the unloading time period specified for each type of component set forth in Exhibit K to the form of Turbine Supply Agreement. If Buyer fails to unload, or cause such Turbine Equipment to be unloaded, within the applicable time provided in Exhibit K to the form of Turbine Supply Agreement, Buyer shall pay the applicable demurrage or stand-by charges set forth in Exhibit K to the form of Turbine Supply Agreement that are attributable to Buyer’s late unloading, or failure to cause such unloading. Notwithstanding the foregoing until the first Guaranteed Delivery Date for such Turbine Equipment, Buyer shall not be responsible for payment of any such demurrage or stand-by charges if Supplier Delivers such Turbine Equipment early unless Buyer has provided its prior approval for such early Delivery.

7.3.2    Inspection. Provided that Supplier has provided Buyer advance notice of Delivery of Turbine Equipment in accordance with Exhibit K to the form of Turbine Supply Agreement, a representative of Buyer shall be available at the time of Delivery to inspect the Turbine Equipment prior to unloading. If Supplier fails to provide such advance notice, a representative of Buyer shall be available to inspect the Turbine Equipment within one (1) Business Day following Delivery. The Buyer representative and Supplier representative shall inspect each Component for damage and record such damage, if any.

7.3.3    Delivery Devices. The Turbine Equipment shall be stored in the applicable Delivery Devices following Delivery of such Turbine Equipment to the Delivery Point. Buyer shall pay the applicable charges for such Delivery Devices set forth in Exhibit K to the form of Turbine Supply Agreement for up to _____^* months.

7.4       Standard of Performance. Buyer shall perform, or cause to be performed, all of its obligations hereunder in a workmanlike manner and in compliance, in all material respects, with Applicable Laws, the Buyer Permits, applicable Supplier Permits, copies of which were delivered to Buyer pursuant to Section 6.6, Prudent Wind Industry Practices, the Technical Specifications and the other requirements of this Agreement, all as more particularly described herein. If the standards or requirements derived from the foregoing are inconsistent, Buyer shall perform, or cause to be performed, its obligations in accordance with the requirements of the most stringent rule, standard, criteria or guideline. If there are any conflicts between or among the standards or requirements derived from the foregoing, Buyer shall promptly notify Supplier of the conflict and the Parties shall cooperate and negotiate in good faith such modifications to this Agreement as are necessary to resolve the conflict.

7.5       Buyer’s Manager. Buyer shall appoint a single representative, and shall provide prompt written notice thereof to Supplier, to act as its manager and coordinator of this Agreement on Buyer’s behalf (the “Buyer’s Manager”). To the extent practicable, the Buyer’s Manager shall not be replaced without reasonable prior written notice to Supplier. The Buyer’s Manager (i) shall act as the liaison for Buyer’s communications with Supplier, (ii) shall be responsible for receiving all reports due under this Agreement from Supplier and delivering all reports due hereunder to Supplier, (iii) shall have authority to act on behalf of Buyer and (iv) shall have the experience and authority to make reasonably prompt means and methods decisions at the Delivery Point on a real time basis. All communications received from the Buyer’s Manager shall be binding on Buyer except with respect to those communications that Buyer has delivered written notice to Supplier that the Buyer’s Manager is not authorized to accept or deliver. Notwithstanding the foregoing, the Buyer’s Manager shall not have authority to amend or to modify any of the provisions of this Agreement. The Buyer’s Manager shall coordinate all activities of Buyer and its contractors at the Delivery Point, including reporting activities, scheduling activities, communication activities, and administration. Buyer shall at all times keep Supplier informed of the identity of and contact information for the Buyer’s Manager and, to the extent a different individual has responsibility for site safety, environmental issues, emergencies and billing and invoicing, the identity of and contact information for such individuals.

7.6       Buyer Permits. Buyer shall obtain and maintain all Permits necessary for the execution and completion of Supplier’s obligations hereunder and any other Permits necessary to develop, construct, install, engineer, own, operate or maintain the Delivery Point (other than the Supplier Permits) (collectively, the “Buyer Permits”). Supplier shall, at no cost or expense to it, reasonably cooperate with Buyer with respect to obtaining any Buyer Permits. Reasonably promptly following receipt thereof, Buyer shall deliver copies to Supplier of all such Buyer Permits that are reasonably likely to have an impact on Supplier’s performance of its obligations hereunder.

7.7       Hazardous Site Conditions. In the event Supplier encounters any Hazardous Substance or other hazardous conditions at the Delivery Point which have not been rendered harmless, Supplier shall immediately report the condition to Buyer and stop work in the area affected. Buyer shall, at its sole cost and expense, remove or render harmless, or take other actions necessary to remedy the hazards associated with, any such Hazardous Substance or other hazardous conditions other than such Hazardous Substance or other hazardous conditions brought on the Delivery Point, or caused by, Supplier or its Subcontractors. Supplier’s obligations under this Agreement in the affected area shall not be resumed until Buyer has complied with the foregoing obligation.

7.8       Soil and Subsurface Conditions. Prior to commencement of any obligations of Supplier at the Delivery Point, Buyer shall evaluate or cause to be evaluated the Soil and Subsurface Conditions (including the presence of caverns or voids) where the obligations of Supplier are to be performed and inform Supplier of any area of sensitivity identified. As between Supplier and Buyer, Buyer shall be solely responsible for any and all delays, additional costs or unintended consequences of any Soil or Subsurface Condition. In the event a Soil or Subsurface Condition delays or results in additional cost to perform the obligations of Supplier hereunder or otherwise adversely impacts Supplier or performance of such obligations, Buyer shall grant Supplier a Change Order increasing the Aggregate Base Price and extending the Guaranteed Delivery Dates commensurate with such delay and added cost, including overtime charges for labor and equipment, and take such other actions as are reasonably necessary to remedy the adverse impacts on Supplier or the performance of the Supplier’s obligations hereunder resulting from the Soil or Subsurface Conditions.

ARTICLE 8.

PROPRIETARY RIGHTS

8.1       Grant of and Rights to License. Subject to Buyer’s ongoing compliance with the terms of this Agreement (including compliance with Section 13.1) and upon Delivery by Supplier of the Turbine Equipment to Buyer, Supplier hereby grants to Buyer a non-exclusive, royalty-free and non-transferable (except as permitted herein) limited license (the “License”) under Supplier’s Intellectual Property in the Licensed Technology, to use the Licensed Technology solely at the Project Site solely for the purpose of using, operating, maintaining, and supporting its permitted use of, the Turbine Equipment, and solely in accordance with the terms of this Agreement. The Licensed Technology is licensed solely for use in the form delivered to Buyer and may not be separated from any part of the Turbine Equipment with which it may be integrated. The License shall be paid-up after Buyer has paid the Aggregate Base Price to Supplier. Buyer may not modify, adapt, translate, display or distribute the Licensed Technology, or use the Licensed Technology to create a derivative work or sell, lease, loan, publish, disclose, sublicense, grant have made rights, rent, assign, transfer, deploy or otherwise make available the Licensed Technology, in whole or in part, to any third party except as expressly permitted in this Agreement. However, Buyer may disclose the Licensed Technology to third party contractors who have a need to know such Licensed Technology solely for Buyer’s use, operation and maintenance of the Turbine Equipment and in accordance with the terms of this Agreement; provided that such third parties shall first execute a confidentiality agreement containing restrictions on disclosure and use at least as restrictive as those in Article 13 (and such third party contractors shall not be permitted to disclose the Licensed Technology to any other third party). The Licensed Technology is Confidential Information of Supplier as defined in Section 13.1 even if not marked as “confidential,” “proprietary” or with other such similar language, except where an exception in Section 13.1.1 applies.

8.2       No Copies. Except for back-up or archival purposes or as otherwise permitted by this Agreement, Buyer shall not make any copies of the Licensed Technology without first obtaining express written permission from Supplier, provided, however, that (i) Buyer may make reasonable copies of the Reference Documents and Operating Manuals to the extent necessary to operate the Turbine Equipment and otherwise perform its obligations under this Agreement and (ii) Buyer may make a backup copy of software installed on the SCADA System server.

8.3       Proprietary Notices. Buyer shall not remove or alter, or permit to be removed or altered, any proprietary notices that appear on or with the Licensed Technology.

8.4       No Reverse Engineering. The Licensed Technology includes trade secrets of Supplier or its Affiliates. In order to protect the Licensed Technology, Buyer shall not modify, translate, decompile, reverse engineer, decrypt, extract or disassemble the Licensed Technology or otherwise reduce or attempt to reduce any software or firmware in the Licensed Technology to source code form. Buyer shall ensure, both during and after the performance of this Agreement, that (a) Persons who are not bound by a confidentiality agreement consistent with this Agreement shall not have access to the Licensed Technology and (b) Persons who are so bound are put on written notice that the Licensed Technology contains trade secrets, owned by and proprietary to Supplier or its Affiliates.

8.5 Improvements.

8.5.1    By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the “Licensed Technology.” The Parties agree that due to the background and expertise of Supplier and its Affiliates in the Licensed Technology and its vested interest in maintaining the quality of its products, Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License.

8.5.2    By Buyer. Buyer may not modify the Licensed Technology. Buyer may suggest modifications in the Licensed Technology to Supplier. In order to maintain product quality, any modification in the Licensed Technology suggested by Buyer must first be approved by Supplier in its sole discretion in writing before it is used by Buyer hereunder. If Buyer develops any modification or improvement in the Licensed Technology (whether permitted or not), it shall disclose it to Supplier in writing within a reasonable period of time. If and only if, and to the extent, Applicable Law mandates that Buyer own any modifications to or improvements in the Licensed Technology, notwithstanding the terms of this Agreement, Buyer hereby grants to Supplier and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use and sublicense others to use these modifications or improvements.

8.6 Ownership.

8.6.1    Supplier. As between the Parties, Supplier or its Affiliates shall own the Licensed Technology, including any modifications, discoveries, derivative works and improvements related to it, whether developed by Supplier, by Buyer, or by the parties jointly, all Intellectual Property therein and any Intellectual Property developed during, or arising out of, the performance of Supplier’s obligations under this Agreement. Buyer acquires only the right to use the Licensed Technology and improvements under the License, in compliance with the terms of this Agreement, and does not acquire any ownership rights or title to it.

8.6.2    Buyer. As between the Parties, Buyer or its Affiliates shall own (1) any Intellectual Property developed or acquired by Buyer prior to or independently of this Agreement and the relationship with Supplier created hereby, (2) the Project Site Data and all data generated by the SCADA System (collectively, the “Buyer Data”), and (3) all Intellectual Property therein, excluding in each case any of the Licensed Technology incorporated therein. Buyer hereby grants to Supplier a non-exclusive, royalty-free, perpetual, non-transferable license to use the Buyer Data generated during any period in which Supplier is performing services as described in the form of Service Agreement by the SCADA System; provided, that it is treated as Confidential Information subject to Section 13.1 and that Supplier shall not disclose to third parties any Buyer Data that identifies the Buyer, the Project or the Project Site.

8.7       Enforcement. Each Party shall notify the other promptly in writing of any suspected infringement by a third party of the Licensed Technology or any of the Intellectual Property therein. Supplier shall have the exclusive right to enforce and defend the rights appurtenant to the Licensed Technology or the Intellectual Property therein in Supplier’s sole discretion and shall have the sole right of control of any such enforcement action or proceeding it elects to initiate (an “Action”), at Supplier’s sole cost and expense. Supplier shall keep Buyer informed as to the course of all such Actions in the Territory whether conducted for Supplier’s or Buyer’s account. Buyer shall provide on Supplier’s written request all reasonable assistance in preparing and advancing Supplier’s case, in consideration of which Supplier shall reimburse Buyer’s reasonable out-of-pocket costs incurred in doing so. Supplier may retain any monetary damages or other compensation or recovery awarded to it in any Action under this Section 8.7. Notwithstanding the foregoing, Buyer may participate and be represented in any Action by its own counsel at its own expense. Supplier shall not settle any such Action in a manner materially and adversely affecting Buyer’s rights in this Agreement without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Buyer has no right to enforce Supplier’s Intellectual Property in the Licensed Technology against any third parties.

8.8       Durations and Transfers. The Licensed Technology is inseparable from the Turbine Equipment furnished under this Agreement. As a result, the License (i) shall continue for so long as Buyer or any successor retains ownership of the Turbine Equipment and continues operating it, (ii) shall terminate automatically if and when the Wind Turbines are permanently removed from service (subject to earlier termination in accordance herewith), (iii) shall transfer as part of an Assignment that is permitted under Section 19.3, and (iv) shall transfer to the Designated Owner or Third Party Owner upon execution of the relevant Project Documents. If Buyer sells or transfers a Project, the Turbine Equipment or any portion thereof, apart from an Assignment of this Agreement, the License will terminate as to Buyer and Buyer must, as a condition thereof, notify Supplier in writing and assign to the transferee thereof the License, and procure from the transferee an assumption of the License, on substantially the same terms as set forth in this Article 8 and in form subject to Supplier’s reasonable approval, to the extent the License is applicable to the assets being sold or transferred. The License may not be assigned, transferred or sublicensed except as expressly permitted in this Section 8.8. Buyer shall be responsible for, and indemnify, defend and hold harmless Supplier, Supplier’s Parent, Supplier’s Affiliates, and their respective officers, directors, members, agents and employees from and against any damage, injury or loss resulting from the failure of Buyer to comply with the terms of this Section 8.8. Without limiting any other terms and conditions of this Agreement or Supplier’s rights or ability to pursue and obtain monetary damages or injunctive relief, Supplier may terminate the License for (i) any material breach of the terms and conditions of Section 8.4 which breach, if capable of being cured, is not cured within ____^* days following receipt of written notice thereof, or _____^* days if such default is not reasonably capable of cure within _____^* days and Buyer commences to remedy the default within such _____^* day period and thereafter diligently pursues such remedy until such default is fully cured, (ii) with respect to the affected Turbine Equipment, any failure of Buyer to accept Delivery of such Turbine Equipment in accordance herewith, or any failure by Buyer to pay amounts due and payable hereunder for the Turbine Equipment following the applicable cure notice and expiration of the cure period, (iii) a knowing and willful disclosure of the Licensed Technology to a competitor of any of Supplier, Supplier Parent or either of their Affiliates (except as a result of an assignment to which Supplier issued its prior written consent pursuant to Section 19.3, or if such Licensed Technology have become public through no breach of the terms and conditions of this Agreement), or (iv) on more than _____^* occasions, Buyer is found, through resolution of a Dispute, whether by settlement or otherwise, to have materially breached the terms and conditions of this Section 8.8 in substantially the same manner.

8.9       Government End Users. The software portion of the Licensed Technology is a “commercial item” as that term is defined at 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 CFR 12.212 and in the event the Licensed Technology is provided to the U.S. Government, such Licensed Technology shall be provided to the U.S. Government only as a commercial end item. Consistent with 48 CFR 12.212, civilian U.S. Government end users acquire the software and documentation with only those license rights set forth herein as restricted by 48 CFR 12.212(a)(1) and (a)(2); Department of Defense end users acquire the software and documentation with only those license rights set forth herein as restricted by 48 CFR 227.7202-1 through 227.7202-4.

8.10     Export Restrictions. Buyer acknowledges that the Licensed Technology may be subject to the U.S. Export Administration Laws and Regulations. Buyer may not export or re-export the Licensed Technology (nor any direct product therefrom) in violation of the U.S. export laws. Buyer certifies that Buyer is not on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List. To the extent required, Buyer shall abide by any and all notices regarding export and agrees not to remove or allow any third party to remove such notices. Buyer’s obligation under this Section 8.10 shall survive the expiration or termination of this Agreement.

8.11     Reservation of Rights. Supplier reserves all rights in the Licensed Technology not expressly granted to Buyer in this Agreement. Without limitation of the foregoing, no rights are granted to Buyer, in this Agreement or any other agreement between the Parties, to access, receive, possess, use, reverse engineer, decompile or disclose any source code of any software or firmware.

ARTICLE 9.

EXCUSABLE EVENTS

9.1       Excusable Events. Supplier shall be entitled to an adjustment in the Aggregate Base Price and/or the Guaranteed Delivery Dates upon the occurrence of an Excusable Event, to the extent that such Excusable Event increases the cost of Supplier’s performance of its obligations hereunder or materially adversely affects its obligations hereunder such that Supplier’s performance such obligations is temporarily or permanently prevented or delayed; provided, Supplier complies with Sections 9.3 and 9.4. For the purposes of this Agreement, an “Excusable Event” shall mean and refer to:

9.1.1    delays or interference with the Supplier’s obligations hereunder resulting from the acts or omissions of any Buyer Responsible Party;

9.1.2    the occurrence of a Force Majeure Event;

9.1.3    events concerning Soil or Subsurface Conditions described under Section 7.8;

9.1.4    events concerning Hazardous Substances or other hazardous conditions described under Section 7.7;

9.1.5    a Change in Law;

9.1.6    the issuance of, or change to, any Buyer Permit after the Effective Date;

9.1.7    the failure of Buyer to acquire any of the Real Property Rights or the Buyer Permits, including the failure to acquire such Real Property Rights or Buyer Permits in a timely fashion so that Supplier may perform its obligations under this Agreement;

9.1.8    stoppages in Supplier’s obligations under this Agreement which occur pursuant to the terms and provisions of Section 16.4.2;

9.1.9    failure of Buyer or any of its contractors to complete Owner’s obligations hereunder in accordance with the Buyer Standards of Performance;

9.1.10    any acts or omissions by Buyer or any Person directly or indirectly engaged or instructed by it (other than Supplier or its Subcontractors or Vendors) which are not in material compliance with the requirements of this Agreement, including any task not forming part of the work to be performed by Supplier;

9.1.11    suspension or stoppages of Supplier’s obligations under this Agreement instructed by or on behalf of Buyer; or

9.1.12    Delivery of the Turbine Equipment to an Alternate Delivery Location.

9.2       Change Order for Excusable Event. If Supplier is entitled to an adjustment in the Aggregate Base Price and/or the Guaranteed Delivery Dates for any reason hereunder, then Supplier and Buyer shall execute a Change Order to effect the same.

9.3       Procedures upon Excusable Event or Force Majeure. Neither Party will be considered to be in breach or default of its obligations under this Agreement to the extent that performance of such obligations or its efforts to cure are delayed or prevented due to a Force Majeure Event or, with respect to Supplier, an Excusable Event. If either Party, as a result of an Excusable Event, is rendered wholly or partially unable to perform its obligations under this Agreement, such Party shall comply with the following:

9.3.1    the affected Party shall give the other Party written notice describing the particulars of the occurrence, with written notice given promptly after the occurrence of the event, and in no event more than _____^* Business Days after the affected Party becomes aware that such occurrence is an Excusable Event; provided, however, that any failure of the affected Party to provide such written notice within such _____^* Business Day period shall not waive, prejudice or otherwise affect such Party’s right to relief under this Article 9 except that any adjustment to the Aggregate Base Price or extension of the Guaranteed Delivery Dates shall be calculated from the date on which the affected Party gives written notice under this Section 9.3.1;

9.3.2    the affected Party shall give the other Party written notice estimating the event’s expected duration and probable impact on the performance of such Party’s obligations hereunder, and such affected Party shall continue to furnish timely regular reports with respect thereto during the continuation of the event;

9.3.3    the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the event;

9.3.4    no liability of either Party which arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the occurrence;

9.3.5    the affected Party shall exercise all reasonable efforts to mitigate or limit damages to the other Party, promptly taking appropriate and sufficient corrective action, including the expenditure of all reasonable sums of money and re-assignment of personnel or equipment to other tasks or locations within the Delivery Point;

9.3.6    the affected Party shall use all reasonable efforts to promptly continue to perform its obligations hereunder and to promptly correct or cure the event excusing performance; and

9.3.7    when the affected Party is able to resume performance of the affected obligations under this Agreement, the affected Party shall promptly resume performance and give the other Party written notice to that effect, and a Change Order shall be executed by Buyer and Supplier under Article 10 to account for the actual effect, if any, on the affected Party’s performance of its obligations by the event.

9.4       Burden of Proof. The burden of proof as to whether an Excusable Event has occurred and whether such event excuses a Party from performance under this Agreement shall be upon the Party claiming such Excusable Event

ARTICLE 10.

CHANGE ORDERS

10.1     Change Order. A “Change Order” is a written instrument signed by Buyer and Supplier in the form of Exhibit X, stating their mutual agreement to any or all of the following: (i) a change in the obligations of Supplier hereunder, if any; (ii) the amount of the adjustment in the Aggregate Base Price, if any; and/or (iii) the extent of the adjustment, if any, to the Guaranteed Delivery Dates. Upon receiving a Change Order, Supplier shall diligently perform the work set forth therein in accordance with and subject to all of its other obligations under this Agreement.

10.2     Change Order Process. In addition to circumstances set forth herein where the Parties are entitled to a Change Order, Buyer or Supplier may request changes in the obligations of Supplier within the scope of this Agreement consisting of additions, deletions or other revisions to such obligations of Supplier hereunder. If either Buyer or Supplier wishes to change the obligations of Supplier hereunder, it shall submit a change request to the other Party in writing. If the requested change relates to a change to the obligations of Suppler hereunder or results from a condition in which either Party is entitled to a Change Order under this Agreement, then within _____^* Business Days following receipt or delivery, as applicable, of the requested change, the requesting Party shall submit a detailed proposal to the other Party including (i) the increase or decrease, if any, in the Aggregate Base Price and changes to the Payment Schedule that would result from such change, (ii) the effect, if any, upon the Guaranteed Delivery Dates by reason of such proposed change , and (iii) an explanation of, and providing commercially reasonable documentation supporting, the basis for the change (collectively, the “Change Order Information”). If the proposed change relates to any other matter, the requesting Party, at the time the request for the change is made, shall provide the proposed Change Order Information. Within _____^* Business Days following receipt of the Change Order Information, the Parties shall meet and, acting reasonably, negotiate in good faith a mutually acceptable Change Order in accordance with the principles set forth herein. Following agreement on the terms and conditions of the Change Order, the Parties shall execute the same. If the Parties do not agree upon the terms and conditions of the Change Order or whether a Party is entitled to a Change Order, and the proposed change relates to circumstances in which a Party is entitled to a Change Order under this Agreement, then either Party may submit the matter to dispute resolution pursuant to Sections 18.1 and 18.2.

10.3     Default Change Order Pricing. If Supplier is entitled to a Change Order hereunder, but the Parties are unable to mutually agree upon the adjustments to the Aggregate Base Price for the requested change, Supplier shall perform the agreed upon portion of the Change Order and Buyer shall pay the costs associated therewith in accordance with the pricing provisions set forth in Exhibit FF and otherwise at Supplier’s reasonable, documented costs plus _____^*, subject to adjustment if the matter is submitted to the dispute resolution procedures set forth in Sections 18.1 and 18.2. If Buyer requests a Change Order, and the Parties agree on the scope of the change but do not agree upon the adjustments to the Aggregate Base Price for the requested change, Supplier may, in its sole discretion, elect to perform the agreed upon portion of the Change Order and Buyer shall pay the costs associated therewith at Supplier’s reasonable, documented costs plus _____^*, subject to adjustment if the matter is disputed in accordance with the dispute resolution procedures set forth in Sections 18.1 and 18.2.

10.4     Change Order Restrictions. Notwithstanding anything herein to the contrary, Buyer shall not be entitled (i) to change the number, model or type of Wind Turbines or Towers, (ii) to reduce the scope of Supplier’s obligations hereunder or (iii) to change the equipment options for the Turbine Equipment after the earlier of (a) delivery of an Equipment Options Notice or (b) the Equipment Options Notice Outside Date.

10.5     No Change. Supplier shall not be obligated to proceed with any change in the obligations of Supplier hereunder requested by Buyer unless and until a Change Order is executed by the Parties in relation to such change. Further, Supplier shall not be required to implement a requested change in the obligations of Supplier hereunder by Buyer if (i) Supplier reasonably believes the implementation of such change could impair its ability to comply with any of the warranties or the covenants set forth in the Project Documents or (ii) until Buyer provides any Payment Security required in connection with any executed Change Order and in either case, promptly notifies Buyer thereof. Supplier shall not proceed with any change in the obligations of Supplier hereunder contemplated by a Change Order until Buyer has approved in writing the proposed Change Order or has expressly authorized Supplier in writing to perform the changed obligations prior to such approval.

10.6     Accounting and Auditing. To the extent that any Change Orders are issued in accordance with Section 10.3 for which Buyer pays an amount determined on a cost-plus basis or Buyer is to make termination payments pursuant to Section 16.5 on a cost-plus basis, Supplier shall keep accurate and complete accounting records in support of the associated costs, billings and claims in accordance with generally recognized accounting principles and practices. Buyer, or its audit representatives, shall have the right at any reasonable time or times (but in any event no more frequently than once per calendar quarter) to examine, audit and copy the records, vouchers and their source documents which were included in any claim or compensation subject to such a Change Order or termination invoice (but expressly excluding pricing elements which are fixed in amount by this Agreement or Change Order). Such documents shall be available for examination, audit and copying for ____^* years after the termination or expiration of this Agreement. Supplier shall reasonably cooperate with Buyer in connection with any such audits. Notwithstanding anything herein to the contrary, Buyer shall have no right to audit, investigate, analyze, copy or otherwise review documents related to the cost of the Turbine Equipment.

ARTICLE 11.

INSURANCE

Supplier and Buyer shall maintain or cause to be maintained the insurance described in Exhibit Z and shall otherwise comply with the terms and conditions set forth in Exhibit Z.

ARTICLE 12.

LIMITATIONS ON LIABILITY

12.1     Overall Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement and without modification of other limits of liability set forth herein, in no event shall Supplier, Supplier Parent and their Affiliates be liable, alone or in the aggregate, to Buyer for any Losses in excess of an amount equal to ____^* of the Maximum Liability regardless of whether such liability arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory; provided, however, that the preceding limitation of liability shall not apply to, and no credit shall be issued against such liability for: (i) Supplier’s indemnity obligations set forth in clause (b) of Section 17.2 solely as they relate to claims by third parties and (ii) liabilities resulting from the gross negligence or willful misconduct of Supplier or its Subcontractors. Any Losses of Supplier, Supplier Parent and their Affiliates arising under this Agreement shall be applied towards the foregoing aggregate liability cap (i.e., shall reduce Supplier’s liability under this Agreement on a Dollar for Dollar basis). The limits on the amount of insurance required to be maintained hereunder pursuant to Article 11 shall not operate to limit Supplier’s liability under this Agreement.

12.2     Consequential Damages. Buyer and Supplier waive all claims against each other (and against the Affiliates of each, and their respective members, shareholders, officers, directors, agents and employees) for any consequential, incidental, indirect, special, exemplary or punitive damages (including loss of actual or anticipated profits, revenues or product; loss by reason of shutdown or non-operation; increased expense of operation, borrowing or financing; loss of use or productivity; and increased cost of capital) arising out of this Agreement; and, regardless of whether any such claim arises out of breach of contract, guaranty or warranty, tort, product liability, contribution, strict liability or any other legal theory, and Buyer and Supplier each hereby releases the other and each of such Persons from any such liability. Any liquidated damages payable by Supplier under this Agreement shall not be deemed consequential damages and any amounts payable by either Party pursuant to its indemnity obligations under this Agreement shall not be deemed consequential or punitive damages.

12.3     Releases Valid in All Events. Except in cases of gross negligence, fraud or willful misconduct, the Parties intend that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and indemnity and hold harmless provisions expressed throughout this Agreement shall apply even in the event of the negligence (in whole or in part), strict liability, tort liability, fault or breach of contract (including other legal bases of responsibility such as fundamental breach) of the Party whose liability is released, disclaimed or limited by any such provision, and shall extend to such Party’s Affiliates and their respective partners, shareholders, directors, officers, employees and agents. Notwithstanding anything herein to the contrary, no waiver, disclaimer, release, limitation or indemnity shall apply or be effective in the event of the willful misconduct, gross negligence or fraud of the Party attempting to enforce such provision.

12.4     Survival. The provisions of this Article 12 shall survive the termination or expiration of this Agreement.

ARTICLE 13.

CONFIDENTIALITY AND PUBLICITY

13.1 Confidential Information.

13.1.1  A Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain non-public information of a sensitive commercial nature, including the terms and conditions of this Agreement and all technical, product, marketing, financial, personnel, planning, and other information (“Confidential Information”) or the Receiving Party may otherwise obtain such Confidential Information. Confidential Information includes information marked as “confidential,” “proprietary,” or similar language or orally so designated (with a written confirmation of such oral designation sent to the Receiving Party within a reasonable time after such oral designation but in any event not more than thirty (30) days) or may not be marked or designated, but by its nature, ought to be considered Confidential Information of such Disclosing Party. Confidential Information shall be protected against unauthorized use or disclosure by the Receiving Party with the same degree of protection the Receiving Party uses to protect its own Confidential Information, but no less than reasonable care. “Confidential Information” shall not include any particular information which the Receiving Party can demonstrate (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the Receiving Party; (c) to the knowledge of the Receiving Party, was rightfully in the possession of the Receiving Party at the time of disclosure to it without any obligation to restrict its further use or disclosure; (d) was received from a third party who, to the knowledge of the Receiving Party, had a lawful right to disclose such information to the Receiving Party without any obligation to restrict its further use or disclosure; or (e) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party. Confidential Information is received by the Receiving Party in confidence and in trust. Accordingly, the Receiving Party shall use the Disclosing Party’s Confidential Information only for performance of this Agreement, the Project Documents or construction, use, operation or maintenance of the Turbine Equipment, and shall limit the disclosure of Confidential Information to consultants, auditors, employees, subcontractors or agents of the Receiving Party who have a need to know such Confidential Information for purposes expressly authorized by this Agreement and who are bound in writing by, or are otherwise subject to professional standards regarding, confidentiality terms no less restrictive than those contained herein; provided, that the Receiving Party shall use commercially reasonable efforts to coordinate with the Disclosing Party prior to the dissemination of Confidential Information to such parties and shall give the Disclosing Party a reasonable opportunity to object to such dissemination on the grounds that the proposed type or category of Confidential Information is not being disseminated on a “need-to-know” basis. Upon the reasonable request of the Disclosing Party, the Receiving Party shall provide to the Disclosing Party copies of its written confidentiality agreements entered into with its consultants, auditors, subcontractors or agents prior to any disclosure to such parties. Buyer shall not disclose, or cause to be disclosed, any Confidential Information of Supplier to any Person that designs or manufactures wind turbines, or an Affiliate of such Person, other than Supplier and its Affiliates. In the event of a breach of a Representative Agreement with respect to Confidential Information, (i) Buyer agrees to promptly take all reasonable steps available to Buyer under the Representative Agreement to enforce the confidentiality obligations thereunder and (ii) if such efforts do not result in the confidentiality obligations being enforced, then, upon written request from Supplier, Buyer shall assign to Supplier, to the extent assignable, the rights of Buyer to enforce such Representative Agreement with respect to such breach. Nothing in this Section 13.1.1 shall prohibit either Party from disclosing to third parties to the extent disclosure of information to a Governmental Authority is required in connection with either Party’s application for Permits. Notwithstanding anything to the contrary contained herein, the Receiving Party may disclose Confidential Information upon prior written notice to the Disclosing Party to the extent required to comply with an order of a Governmental Authority with appropriate jurisdiction or as required to be disclosed under Applicable Law or any securities exchange requirement, provided, that:

(i)        if the Receiving Party receives a request (by order, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil or criminal investigative demand orders, decree or similar processes) requiring disclosure of Confidential Information from a Governmental Authority with appropriate jurisdiction, it shall promptly provide a copy of such request to the Disclosing Party. The Disclosing Party shall have the right to request the Receiving Party to seek to obtain a protective order or other remedy preventing or limiting disclosure or to seek to obtain a protective order or other remedy on its own behalf. The Disclosing Party and the Receiving Party shall cooperate, acting reasonably and in good faith, to obtain protective orders or other remedies preventing or limiting disclosure. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information that it is advised in writing by counsel that it is legally required to disclose. For clarity, the Receiving Party shall not disclose any Confidential Information that the request or Applicable Law permits the Receiving Party to refrain from disclosing. The Receiving Party shall use diligent efforts to cooperate with the Disclosing Party in its efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information; and

(ii)       if the Receiving Party is required to make a disclosure of Confidential Information pursuant to any Applicable Law or any securities exchange requirement, the Receiving Party shall seek confidential treatment of such Confidential Information before or concurrently with disclosure and shall seek to have this Agreement and any applicable Project Documents redacted consistent with the redactions set forth in Exhibit EE, and in all such cases, the Parties shall cooperate, acting reasonably and in good faith, to agree upon the description of such Confidential Information being disclosed and how to seek to maintain the confidentiality of the Confidential Information. For clarity, the Receiving Party shall not disclose any Confidential Information that the Applicable Law or securities exchange requirement permits the Receiving Party to refrain from disclosing. Supplier hereby acknowledges that Buyer may be required to file this Agreement with the Securities and Exchange Commission.

(iii)      Supplier hereby acknowledges that Buyer may be required to file this Agreement with the Public Service Commission of Wisconsin (PSCW), the Iowa Utilities Board, the Minnesota Public Utilities Commission, any other Governmental Authorities with whom such board and commissions interact, and other Persons that may be granted intervenor status in any proceeding before such Governmental Authorities in which this Agreement may be required to be filed and who requests a copy of this Agreement. Supplier consents to such required disclosures (1) to the Governmental Authorities subject to Buyer filing a written request in the form of a motion for protective order or for confidential treatment or other comparable written request that this Agreement be afforded confidential treatment and (2) to the intervening Persons to the extent such Persons have signed protective orders issued by the applicable Governmental Authorities or have entered into confidentiality agreements pursuant to which this Agreement will receive confidential treatment. Buyer shall notify Supplier promptly if it receives notice of any challenge to the request that this Agreement be afforded confidential treatment. To the extent Governmental Authority procedures allow or require, Buyer will seek to obtain a protective order or other comparable written assurance of protection from the applicable Governmental Authority before filing this Agreement and will file the Agreement as confidential subject to the terms of the protective order or other comparable written assurance of protection.

(iv)      The Receiving Party shall notify the Disclosing Party immediately if the Receiving Party learns of any loss of, inability to account for, misappropriation or misuse of the Confidential Information or any threatened or potential disclosure of the Disclosing Party’s Confidential Information and shall cooperate with the Disclosing Party to minimize the effects to the Disclosing Party of such event and damage resulting from such event, including seeking equitable or other appropriate relief, including injunctive relief, from a court. The Receiving Party shall return to the Disclosing Party or destroy all Confidential Information upon written request or upon expiration or termination of this Agreement, except for one (1) archival copy, and shall certify in writing that it has done so.

13.2     Publicity. Neither Buyer nor Supplier shall publish any drawing, photograph, video or film or directly or indirectly disclose any information relating to the obligations of Supplier hereunder or any Project, to the press, radio, television or other news media or use the other Party’s name in any written or electronic publication without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed) and subject to such reasonable conditions as may be prescribed by such Party. The Parties shall coordinate and obtain each other's prior written consent to the content and timing of each Party's initial news release announcing the transactions contemplated by this Agreement; provided that Supplier shall have the right to issue such news release before Buyer.

13.3     Survival. The provisions of this Article 13 shall survive the termination or expiration of this Agreement.

13.4     Remedies. Each Party acknowledges that the other believes that its Confidential Information is unique property of extreme value to the other Party, and the unauthorized use or disclosure thereof would cause the other Party irreparable harm that could not be compensated by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled in law or equity, each Party shall be entitled to and may seek, from any court of competent jurisdiction, injunctive and preliminary relief (without the posting of any bond and without proof of actual damages) to prevent any disclosure or threatened disclosure of Confidential Information in violation of this Agreement and/or to compel specific performance of this Article 13.

ARTICLE 14.

REPRESENTATIONS AND WARRANTIES OF SUPPLIER

As of the Effective Date, Supplier hereby represents and warrants to Buyer as follows:

14.1     Due Organization; Valid Existence; Qualified to do Business. Supplier is a corporation duly organized under the laws of California, qualified to conduct business in the State of Iowa, and will be qualified to conduct business in the states of Minnesota and Wisconsin if required hereunder prior to conducting any such business, and is validly existing and in good standing under the laws of California.

14.2     Due Authorization. The execution, delivery and performance of this Agreement by Supplier has been duly authorized by all necessary corporate action on the part of Supplier and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Supplier or any other party to any other agreement with Supplier.

14.3     Execution and Delivery. This Agreement has been duly executed and delivered by Supplier. This Agreement constitutes the legal, valid and binding obligation of Supplier enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity.

14.4     Governmental Approvals. No governmental approval, Permit or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of Supplier in connection with the execution, delivery or performance of this Agreement, except those which have already been obtained or which Supplier anticipates will be timely obtained in the ordinary course of performance of this Agreement.

14.5     Permits. Supplier is (or will be prior to performing any obligations at the Delivery Point for which such Supplier Permit is required) the holder of all Supplier Permits required to permit it to operate or conduct its business now and as contemplated by this Agreement.

14.6     Accuracy of Information. The Technical Specifications provided to Buyer by Supplier related to the Wind Turbines, to Supplier’s knowledge, are true, accurate, correct and complete in all material respects.

14.7     Title. Supplier shall, if and when title transfers pursuant to Article 5, have good and marketable title to the Turbine Equipment, free and clear of any monetary liens or encumbrances, and shall have the right to sell, convey, transfer and assign such Turbine Equipment to the relevant Designated Owner.

14.8     Rights to Licensed Materials. Supplier represents and warrants to Buyer that to the best of its knowledge and belief it has all necessary right and authority to grant the license granted pursuant to Section 8.1 (including where necessary by having obtained the necessary rights from its Affiliates or third party licensors as the case may be).

ARTICLE 15.

REPRESENTATIONS AND WARRANTIES OF BUYER

As of the Effective Date (except with respect to Sections 15.6 and 15.7), Buyer represents and warrants to Supplier as follows:

15.1     Due Organization; Valid Existence; Qualified to do Business. Buyer is a corporation duly organized under the laws of Iowa, qualified to conduct business in the State of Iowa, and is validly existing and in good standing under the laws of Iowa.

15.2     Due Authorization. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.

15.3     Execution and Delivery. This Agreement has been duly executed and delivered by Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity.

15.4     Governmental Approvals. No governmental approval, Permit or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of Buyer in connection with the execution, delivery or performance of this Agreement, except those which have already been obtained or which Buyer anticipates will be timely obtained in the ordinary course of performance of this Agreement.

15.5     Permits. Buyer is (or will be prior to Supplier performing any obligations at the Delivery Point for which such Buyer Permit is required) the holder of all Buyer Permits required to permit it to operate or conduct its business now and as contemplated by this Agreement.

15.6     Accuracy of Information. As of the date of delivery of each Project Notice, all information provided to Supplier by Buyer related to the Project and the Project Site described in such Project Notice, including the Climatic Data Sheet and the Project Site Data, is to Buyer’s knowledge, true, accurate, correct and complete in all material respects.

15.7     Correct Project Commercial Information. As of the date of delivery of each Project Notice, all assumptions and projections supplied to Supplier and relating to the calculation of the relevant Project’s capacity output, including the anticipated Project output, are Buyer’s reasonable and good faith estimates, and, to Buyer’s knowledge, all information and data supplied to Supplier are accurate.

ARTICLE 16.

DEFAULT AND TERMINATION

16.1     Supplier Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Supplier hereunder (a “Supplier Event of Default”):

16.1.1  Supplier fails to pay to Buyer any payment or issue any credit required under this Agreement which is not in dispute, and such failure continues for ____^* Business Days after receipt of written notice of such failure;

16.1.2  Any representation or warranty of Supplier contained in this Agreement shall prove to be false or misleading at the time such representation or warranty is made and has a material adverse effect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and material adverse effect continues uncured for _____^* days after receipt of written notice from Buyer;

16.1.3  Supplier or Supplier Parent voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings; or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an Assignment for the benefit of creditors and, with respect to Supplier Parent, Supplier has not delivered to Buyer another guaranty, bank bond or a letter of credit in a form reasonably acceptable to Buyer to replace the Supplier MSA Parent Guaranty;

16.1.4  Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against Supplier or Supplier Parent and such proceedings remain undismissed or unstayed for a period of _____^* days and, with respect to Supplier Parent, Supplier has not delivered to Buyer another guaranty, bank bond or a letter of credit in a form, and from a Person, reasonably acceptable to Buyer to replace the Supplier MSA Parent Guaranty;

16.1.5  Supplier fails to cause the Supplier MSA Parent Guaranty to be maintained in full force and effect in accordance with its terms and such failure continues for _____^* days after receipt of written notice of such failure and Supplier has not delivered to Buyer another guaranty, bank bond or a letter of credit in a form, and from a Person, reasonably acceptable to Buyer to replace the Supplier MSA Parent Guaranty;

16.1.6 Any Assignment by Supplier not in conformity with Section 19.3; or

16.1.7  Except as otherwise expressly provided for in this Section 16.1, Supplier is in material breach of its obligations under this Agreement (other than obligations for which liquidated damages are available therefor) and such material breach continues uncured for _____^* days after receipt of written notice from Buyer.

16.2     Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”):

16.2.1  Buyer fails to pay to Supplier any payment or issue any credit required under this Agreement which is not in dispute, and such failure continues for _____^* Business Days after receipt of written notice of such failure;

16.2.2  Any representation or warranty of Buyer contained in this Agreement shall prove to be false or misleading at the time such representation or warranty is made and has a material adverse effect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and material adverse effect continues uncured for _____^* days after receipt of written notice from Supplier;

16.2.3  Buyer voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors;

16.2.4  Insolvency, receivership, reorganization, bankruptcy, or a similar proceeding shall have been commenced against Buyer and such proceeding remains undismissed or unstayed for a period of _____^* days;

16.2.5  Buyer fails to maintain, or cause to be maintained, in full force and effect any Payment Security in accordance with Section 4.13 and such failure continues for _____^* days after receipt of written notice of such failure;

16.2.6 Any Assignment by Buyer not in conformity with Section 19.3; or

16.2.7  Except as otherwise expressly provided for in this Section 16.2, Buyer is in material breach of its obligations under this Agreement and such material breach continues uncured for _____^* days after receipt of written notice from Supplier.

16.3     Cure of an Event of Default. In the event of a Supplier Event of Default under Sections 16.1.1, 16.1.4 or 16.1.7 or a Buyer Event of Default under Sections 16.2.2,16.2.4, or 16.2.7, if such default is not reasonably capable of cure within the applicable time period specified thereunder but such default is reasonably capable of cure within the additional cure period set forth in this Section 16.3, then the default shall not be deemed an Event of Default if the defaulting Party commences to remedy the default within the relevant cure period set forth therein and thereafter diligently pursues such remedy until such default is fully cured; provided, however, that in no event shall such additional period of time for the defaulting Party to effect a cure for any such default exceed _____^* days. Buyer agrees that it shall not terminate this Agreement in respect of any Supplier Event of Default under Sections 16.1 occurring with respect to Supplier, but not Supplier Parent, if Supplier Parent (or an Affiliate of Supplier reasonably acceptable to Buyer) shall have (i) cured in all material respects all such Supplier Events of Default (other than any default under Sections 16.1.3 or 16.1.4) and (ii) if there is then also a Supplier Event of Default under Sections 16.1.3 or 16.1.4, irrevocably assumed this Agreement. Any such assumption shall be pursuant to a written agreement reasonably acceptable to Buyer. Supplier agrees that it shall not terminate this Agreement in respect of any Buyer Event of Default under Section 16.2 if an Affiliate of Buyer reasonably acceptable to Supplier shall have (i) cured in all material respects all such Buyer Events of Default (other than any default under Sections 16.2.3 or 16.2.4) and (ii) if there is then also a Buyer Event of Default under Sections 16.2.3 or 16.2.4, irrevocably assumed this Agreement. Any such assumption shall be pursuant to a written agreement reasonably acceptable to Supplier.

16.4 Event of Default Remedies.

16.4.1 Termination.

(i)        Termination by Buyer. Upon the occurrence of a Supplier Event of Default (other than a breach of obligations for which liquidated damages are available therefor), Buyer may, until and unless the condition underlying the Supplier Event of Default is cured, by written notice to Supplier, terminate this Agreement after the expiration of the applicable cure period under Sections 16.1 or 16.3. Subject to the remedies set forth in Section 6.5, (a) the termination of this Agreement shall be without prejudice to any other rights or remedies which Buyer may have against Supplier hereunder or otherwise at law or in equity, and (b) no termination of this Agreement shall constitute a waiver, release or estoppel by Buyer of any right, action or cause of action it may have against Supplier.

(ii)       Termination by Supplier. Upon the occurrence of a Buyer Event of Default, Buyer may, until and unless the condition underlying the Buyer Event of Default is cured, by written notice to Buyer, terminate this Agreement after the expiration of the applicable cure period under Sections 16.2 or 16.3. The termination of this Agreement shall be without prejudice to any other rights or remedies which Supplier may have against Buyer hereunder or otherwise at law or in equity, and no termination of this Agreement shall constitute a waiver, release or estoppel by Supplier of any right, action or cause of action it may have against Buyer.

16.4.2  Right to Suspend Performance. In addition to the right to terminate pursuant to Section 16.4.1, upon the occurrence and during the continuance of an Event of Default, either Party shall have the right to suspend its performance hereunder of any portion thereof until such Event of Default has been cured, in which case, with respect to any suspension of performance, the affected Party shall be entitled to a Change Order for any increased costs and for any impact to the Guaranteed Delivery Dates attributable to the suspension of such performance.

16.4.3  Force Majeure Termination. If a material portion of Supplier’s obligations under this Agreement is delayed or interrupted for more than _____^* months by reason of a Force Majeure Event, either Party may terminate this Agreement by providing ____^* days’ written notice thereof to the other Party and, except with respect to obligations and liabilities that expressly survive termination or expiration of this Agreement, thereafter neither Party shall have any further obligations or liabilities hereunder, subject to Section 16.7.

16.5     Termination For Buyer Event of Default. In the event that this Agreement is terminated by Supplier pursuant to Section 16.4.1:

16.5.1  Supplier shall immediately (a) discontinue the its obligations hereunder, (b) conduct and provide to Buyer an inventory of the equipment and materials related to its obligations hereunder at the Delivery Point or en route to the Delivery Point, (c) remove its personnel and equipment related to its obligations hereunder from the Delivery Point, (d) remove from the Delivery Point and dispose of all waste, rubbish and debris associated with its obligations hereunder, and (e) take such steps, at Buyer’s sole cost and expense, as are reasonably necessary to preserve, inventory and protect the Turbine Equipment that is en route to the Delivery Point until the same is Delivered to the Delivery Point;

16.5.2  Buyer shall pay Supplier, within ____^* Business Days following receipt of an invoice therefor, (i) for all Turbine Equipment that is Delivered, that portion of the obligations of Supplier hereunder performed (the amount due with respect to Delivered Components shall be the Aggregate Base Price prorated based on the number of Wind Turbines, or Components thereof, Delivered), and all other amounts due hereunder through and including the date of such termination in accordance with the requirements of this Agreement, reduced by any amounts previously paid by Buyer, (ii) for the reasonable out-of-pocket expense of negotiating and paying termination costs under Subcontracts and purchase orders, storage costs, transportation costs and all other costs incurred by Supplier that are reasonably necessary for the preservation, protection or disposition of the obligations of Supplier hereunder (including unused equipment and the Turbine Equipment) plus the reasonable overhead costs of Supplier in connection with such activities not to exceed ____^* of such costs, (iii) without duplication of any amounts that may be payable pursuant to Section 17.1 or that are recovered under any insurance policies maintained by Supplier, for the actual loss caused by Buyer sustained to or upon any of Supplier’s or its Subcontractors’ or Vendors’ equipment, materials, tools, construction equipment and machinery and (iv) the actual and reasonable costs of early demobilization of personnel and equipment.

16.6     Termination For Supplier Event of Default. In the event that this Agreement is terminated by Buyer pursuant to Section 16.4.1:

16.6.1  Supplier shall immediately (a) discontinue the performance of its obligations hereunder, (b) conduct and provide to Buyer an inventory of the equipment and materials related to its obligations hereunder at the Delivery Point or en route to the Delivery Point, (c) remove its personnel and equipment from the Delivery Point, (d) remove from the Delivery Point and dispose of all waste, rubbish and debris associated with Supplier’s obligations hereunder, (e) execute any documents or instruments reasonably requested by Buyer related to the assignment to Buyer of Supplier’s agreements with its Subcontractors and Vendors (other than Existing Master Agreements) and, to the extent assignable, all separately created, stand-alone purchase orders entered into by Supplier under Existing Master Agreements, and (f) take such steps, at Supplier’s sole cost and expense, as are reasonably necessary to preserve, inventory and protect the Turbine Equipment that is en route to the Delivery Point until the same is Delivered to the Delivery Point;

16.6.2  Buyer shall pay Supplier, within _____^* Business Days following receipt of an invoice therefor, for all Turbine Equipment Delivered, that portion of the obligations of Supplier hereunder performed and all other amounts due hereunder through and including the date of such termination in accordance with the requirements of this Agreement, reduced by any amounts previously paid by Buyer; provided, however, that Supplier shall be liable for, and shall pay to Buyer, within _____^* Business Days following receipt of an invoice therefor, the costs in excess of the Aggregate Base Price reasonably incurred by Buyer to complete Supplier’s obligations hereunder, or any portion thereof, not completed by Supplier;

16.6.3  Following the date of termination, Buyer may complete the Project. Any work performed by or on behalf of Buyer to complete the Project shall be excluded from any warranties given under the Warranty Agreement.

16.7     Termination For Force Majeure Event. In the event that this Agreement is terminated by either Party pursuant to Section 16.4.3:

16.7.1  Supplier shall immediately (a) discontinue the performance of its obligations hereunder, (b) conduct and provide to Buyer an inventory of the equipment and materials related to Supplier’s obligations hereunder at the Delivery Point or en route to the Delivery Point, (c) remove its personnel and equipment from the Delivery Point, (d) remove from the Delivery Point and dispose of all waste, rubbish and debris associated with Supplier’s obligations hereunder, (e) execute any documents or instruments reasonably requested by Buyer related to the assignment to Buyer of Supplier’s agreements with its Subcontractors and Vendors (other than Existing Master Agreements) and, to the extent assignable, all separately created, stand- alone purchase orders entered into by Supplier under Existing Master Agreements, and (f) take such steps, at Buyer’s sole cost and expense, as are reasonably necessary to preserve, inventory and protect the Turbine Equipment that is en route to the Delivery Point until the same is Delivered to the Delivery Point;

16.7.2  Buyer shall make a termination payment to Supplier, within _____^* Business Days following receipt of an invoice therefor, for (i) all Turbine Equipment Delivered, that portion of Supplier’s obligations hereunder performed and all other amounts due hereunder through and including the date of such termination in accordance with the requirements of this Agreement, reduced by any amounts previously paid by Buyer, (ii) all reasonable costs and expenses of negotiating and paying termination costs under Subcontracts and purchase orders, storage costs, transportation costs and all other costs incurred which are reasonably necessary for the preservation, protection or disposition of Supplier’s obligations hereunder (including unused equipment and the Turbine Equipment), (iii) without duplication of any amounts that may be payable pursuant to Section 17.1 or that are recovered under any insurance policies maintained by Supplier, the actual loss caused by Buyer sustained to or upon any equipment, materials, tools, construction equipment and machinery and (iv) the actual and reasonable costs of early demobilization of personnel and equipment.

16.8     Limitations on Transfer of Title Upon Termination. Notwithstanding anything in this Article 16 to the contrary, but subject to Article 5, upon termination of this Agreement Buyer shall not take title to any partially manufactured Wind Turbines; provided, however, that if this Agreement is terminated due to a Supplier Event of Default, Buyer shall receive a payment or, if applicable, a credit equal to that portion of the Aggregate Base Price paid by Buyer and attributable to any partially manufactured Wind Turbine to which Buyer did not receive title prior to termination.

16.9     Surviving Obligations. Termination or expiration of this Agreement, except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either Buyer or Supplier of any obligations or liabilities for (i) Losses to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or expiration or arising out of such termination or expiration, or (ii) the equipment supplied or other services hereunder already performed by a Party prior to the date of termination. This Article 16 shall survive the termination or expiration of this Agreement.

ARTICLE 17.

INDEMNIFICATION

17.1     Indemnification By Buyer. Buyer hereby agrees to indemnify, defend and hold harmless Supplier and any of its officers, agents, shareholders, partners, directors, Affiliates, employees, representatives, consultants and advisors (each a “Supplier Indemnified Party”), from and against any and all Losses incurred or suffered by Supplier or any Supplier Indemnified Party for (a) any violation of any Applicable Law or Permit to be complied with hereunder by any Buyer Responsible Party; (b) injury to or death of persons including employees of Buyer or any loss of or physical damage to the property of any Supplier Indemnified Party or any third parties, to the extent arising out of or resulting from (i) any misuse of the Turbine Equipment by any Buyer Responsible Party or (ii) the intentional or negligent acts or omissions of any Buyer Responsible Party; (c) claims by third parties regarding the Turbine Equipment or the performance thereof after Delivery hereunder; and (d) any failure of any Buyer Responsible Party to pay for Taxes or Sales Taxes for which Buyer is responsible pursuant to this Agreement; provided, however, that Buyer shall have no liability for any Losses to the proportionate extent resulting from any Supplier’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Supplier Responsible Party.

17.2     Indemnification By Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and any of its respective officers, agents, shareholders, partners, directors, employees, representatives, consultants and advisors (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (a) any violation of any Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier or any loss of or physical damage to the property of any Buyer Indemnified Party or any third parties to the extent arising out of or resulting from (i) any misuse or damage of the Turbine Equipment by any Supplier Responsible Party or (ii) the intentional or negligent acts or omissions of any Supplier Responsible Party; and (c) any failure of any Supplier Responsible Party to pay for Taxes for which Supplier is responsible pursuant to this Agreement; provided, however, that Supplier shall have no liability for any Losses to the proportionate extent resulting from any Buyer’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section 17.2, and this Section 17.2 shall not apply with respect to infringement or claims of infringement of any patent, copyright, trade secret or other intellectual property right by the Turbine Equipment or Licensed Technology.

17.3     Comparative Negligence It is the intent of the Parties that where, as between the Parties, negligence is determined to have been joint or contributory, each Party shall bear the proportionate cost of any Loss attributable to that Party’s negligence.

17.4     Indemnity from Liens. Supplier shall indemnify and protect Buyer and its respective Affiliates, officers, directors, members, agents and employees from and against all Liens (a) filed in connection with the performance of Supplier’s obligations hereunder and (b) in respect of the Turbine Equipment, in each case other than those Liens that Supplier is permitted to maintain hereunder or for which Supplier has provided security pursuant to Section 6.10.1 and Liens created by or arising through Buyer.

17.5     Indemnification Procedure. When a Party hereunder (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) in accordance with this Article 17, the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any claim against such Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall promptly notify the Indemnifying Party of such claim and cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall be in charge of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses (including attorneys’ fees and legal costs) shall be at the expense of such Indemnified Party. Notwithstanding the foregoing, in the event that (a) the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (b) the Indemnifying Party fails to contest such claim in good faith by appropriate proceedings within a reasonable time following written demand therefor from the Indemnified Party, then in either such event the Indemnified Party shall be entitled, upon written notice to the Indemnifying Party, to assume control of the defense or settlement of such claim and shall be entitled to use its own counsel and in the latter case, the reasonable fees and expenses (including attorneys’ fees and legal costs) of which shall be paid or reimbursed by the Indemnifying Party to the Indemnified Party. No Indemnifying Party shall settle any such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

17.6 Infringement Indemnification by Supplier.

17.6.1 Indemnity by Supplier.

(i)        Indemnity. If an action is brought against Buyer claiming that its use, as permitted herein, of the Turbine Equipment or the Licensed Technology infringes any Intellectual Property arising or existing under Applicable Law within the Territory, Supplier shall defend Buyer, its officers, directors, employees and agents, at Supplier’s expense, and shall pay any Infringement Claim Costs finally awarded against Buyer in the action specifically on account of such infringement, but only if (1) Buyer notifies Supplier promptly upon learning that the claim might be asserted, (2) notwithstanding Section 17.5, Supplier has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (3) Buyer takes no action that impairs Supplier’s defense of the claim.

(ii)       Corrective Actions. If Buyer’s permitted use of the Turbine Equipment or the Licensed Technology is enjoined or if Supplier’s performance of its obligations hereunder is materially impaired by reason of such third party claim, Supplier shall use commercially reasonable efforts, at its option and expense, to continue its performance of its obligations hereunder, including without limitation, at its own election (1) to substitute an equivalent non-infringing item or process for the allegedly infringing item or process, (2) to modify the allegedly infringing item or process so that it no longer infringes but remains functionally equivalent or (3) to obtain for Buyer the right to continue using or selling such item or process. Nothing herein constitutes a guarantee by Supplier that such efforts will succeed in avoiding the infringement claim or that Supplier will be able to replace the infringing item or process with an item or process of comparable functionality or effectiveness. If Supplier reasonably believes that an injunction against use of the Turbine Equipment or the Licensed Technology may be granted within the Territory, Supplier may at its option and expense take any of the foregoing actions in order to minimize its liability.

(iii)      Exclusions. This Section 17.6 does not apply to, and Supplier assumes no liability with respect to, claims for patent infringement or copyright infringement or improper use of other proprietary rights (including any license or Intellectual Property, whether by way of copyright or otherwise) to the extent that such claims relate, in whole or in part, to (a) Buyer’s modification of the Licensed Technology or the Turbine Equipment made without Supplier’s written consent or contrary to Supplier’s written instructions, (b) the combination of the item with other products, materials, equipment, parts or apparatus and not approved by Supplier acting reasonably, (c) any modifications to the Licensed Technology or the Turbine Equipment made by Supplier to accommodate any requirements of Buyer or (d) a failure to promptly install an update required by Supplier.

17.6.2  Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 17.6STATE THE ENTIRE LIABILITY AND OBLIGATION OF SUPPLIER AND THE EXCLUSIVE REMEDY OF BUYER, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY BY THE TURBINE EQUIPMENT OR THE LICENSED TECHNOLOGY OR ANY PART THEREOF, EXCEPT TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED IN ACCORDANCE WITH MANDATORY LEGAL REQUIREMENTS.

17.6.3  Notifications. Buyer shall promptly notify Supplier in writing following receipt of written notice of any claims alleging infringement of patents or other proprietary rights occurring in connection with Supplier’s performance of its obligations hereunder, and shall provide Supplier with all information in its possession relevant to such claim. In turn, Supplier shall notify Buyer as soon as practical in writing of any claims which Supplier may receive alleging infringement of patents or other proprietary rights which may affect Supplier’s performance of Supplier’s obligations under this Agreement or Buyer’s right to own, operate and maintain the Turbine Equipment.

17.7 Infringement Indemnification by Buyer.

17.7.1 Indemnity by Buyer.

(i)        Indemnity. If an action is brought against Supplier claiming that its use, as permitted herein, of any works, materials or other Intellectual Property supplied by Buyer to Supplier (“Buyer Intellectual Property”) or any condition or event described in Section 17.6.1(iii) infringes any Intellectual Property arising or existing under Applicable Law within the Territory, Buyer shall defend Supplier, its officers, directors, employees and agents, at Buyer’s expense, and shall pay Infringement Claim Costs finally awarded against Supplier in the action specifically on account of such infringement, but only if (1) Supplier notifies Buyer promptly upon learning that the claim might be asserted, (2) notwithstanding Section 17.5, Buyer has sole control over the defense of the claim and any negotiation for its settlement or compromise and (3) Supplier takes no action that impairs Buyer’s defense of the claim.

(ii)       Corrective Actions. If Supplier’s permitted use of the Buyer Intellectual Property is enjoined by reason of such third party claim, Buyer shall use commercially reasonable efforts, at its option and expense, at its own election (1) to substitute an equivalent non-infringing item or process for the allegedly infringing item or process, (2) to modify the allegedly infringing item or process so that it no longer infringes but remains functionally equivalent, or (3) to obtain for Supplier the right to continue using or selling such item or process. Nothing herein constitutes a guarantee by Buyer that such efforts will succeed in avoiding the infringement claim or that Buyer will be able to replace the infringing item or process with an item or process of comparable functionality or effectiveness. If Buyer reasonably believes that an injunction against the use of the Buyer Intellectual Property may be granted within the Territory, Buyer may at its option and expense take any of the foregoing actions in order to minimize its liability.

(iii)      Exclusions. This Section 17.7 does not apply to, and Buyer assumes no liability with respect to, claims for patent infringement or copyright infringement or improper use of other proprietary rights (including any license or Intellectual Property, whether by way of copyright or otherwise), to the extent that such claims relate, in whole or in part, to Supplier’s modification of the Buyer Intellectual Property made without Buyer’s written consent or contrary to Buyer’s written instructions.

17.7.2  Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 17.7 STATE THE ENTIRE LIABILITY AND OBLIGATION OF BUYER AND THE EXCLUSIVE REMEDY OF SUPPLIER, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY BY THE BUYER INTELLECTUAL PROPERTY OR ANY PART THEREOF, EXCEPT TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED IN ACCORDANCE WITH MANDATORY LEGAL REQUIREMENTS.

17.7.3  Notifications. Supplier shall promptly notify Buyer in writing following receipt of written notice of any claims alleging infringement of patents or other proprietary rights occurring in connection with the Buyer Intellectual Property, and shall provide Buyer with all information in its possession relevant to such claim.

17.8     Survival. The indemnities set forth in this Article 17 shall survive the termination or expiration of this Agreement.

ARTICLE 18.

DISPUTE RESOLUTION

18.1     Referral to Senior Management. In the event of any controversy, claim or dispute between the Parties hereto arising out of or related to this Agreement, or the alleged breach, termination, or invalidity hereof (“Dispute”), within two (2) Business Days following the delivered date of a written request by either Party, (i) each Party shall appoint a representative (individually, a “Party Representative”, together, the “Parties’ Representatives”), and (ii) the Parties’ Representatives shall meet, negotiate and attempt in good faith to resolve the Dispute quickly, informally and inexpensively. In the event the Parties’ Representatives cannot resolve the Dispute within three (3) Business Days after commencement of negotiations, within ten (10) days following any request by either Party at any time thereafter, each Party Representative (a) shall independently prepare a written summary of the Dispute describing the issues and claims, (b) shall exchange its summary with the summary of the Dispute prepared by the other Party Representative, and (c) shall submit a copy of both summaries to a senior officer of the Party with authority to irrevocably bind the Party to a resolution of the Dispute. Within ten (10) Business Days after receipt of the Dispute summaries, the senior officers for both Parties shall negotiate in good faith to resolve the Dispute.

18.2     Arbitration Procedure. Any Dispute not resolved pursuant to the management discussions contemplated in Section 18.1 after thirty (30) days will be submitted for arbitration before a single arbitrator in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (“Rules”); provided, however, that notwithstanding any provisions of such Rules, the Parties shall have the right to take depositions (up to three (3) per Party) and obtain limited discovery regarding the subject matter of the arbitration. If the Parties cannot agree upon an arbitrator within twenty (20) days following the filing of the Arbitration Notice, then the arbitrator shall be selected in accordance with the Rules. Any Party desiring arbitration shall serve on the other Party and the regional case management center of AAA administering cases for such location in accordance with the aforesaid Rules, its notice of intent to arbitrate (“Arbitration Notice”). The Arbitration Notice shall be made within a reasonable time after the Dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. All arbitration shall take place in the Chicago, Illinois metropolitan area, unless otherwise agreed to by the Parties. Each Party shall be required to exchange documents to be used in the arbitration proceeding not less than fifteen (15) days prior to the arbitration. The Parties shall use all commercially reasonable efforts to conclude the arbitration as soon as practicable. The arbitrator shall determine all questions of fact and law relating to any Dispute hereunder, including whether or not any Dispute is subject to the arbitration provisions contained herein. The arbitration proceedings provided hereunder are hereby declared to be self executing, and it shall not be necessary to petition a court to compel arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

18.3     Fees. Each Party shall share equally the fees of the arbitrator or Independent Engineer, and the costs and expenses of the arbitration. Each Party shall pay its own attorneys’ and expert witness fees and other costs associated with the arbitration.

18.4     Performance During Dispute. Provided that the disputing Party has complied with its notice provisions under this Article 18, within the relevant cure period set forth in Sections 16.1, 16.2, or 16.3, as applicable, while any controversy, dispute or claim arising out of or relating to this Agreement is pending, Buyer and Supplier shall continue to perform their obligations hereunder notwithstanding such controversy, dispute or claim, except with respect to Disputes respecting amounts payable by Buyer hereunder for which Buyer has not paid to Supplier all undisputed amounts due, in which case Supplier shall have the right to suspend performance subject to the notice and cure periods set forth in Section 16.2.1.

18.5     Third Parties. If a controversy, claim, dispute or difference arises between Buyer and Supplier which is subject to the arbitration provisions hereunder and there exists or later arises a controversy, claim, dispute or difference between Buyer and/or Supplier and any third party arising out of or related to the same transaction or series of transactions (“Third Party Controversy”), Buyer or Supplier shall be entitled to require that (i) the other Party be joined as a party to any arbitration of such Third Party Controversy being pursued with such third party and Supplier or Buyer (as the case may be) shall permit, and cooperate in, such joinder or (ii) the third party be joined as a party to the arbitration proceeding hereunder; provided, however, that for purposes of clause (i) above the rules and procedures applicable to the arbitration of such Third Party Controversy are substantially the same in all material respects as provided for herein; and provided, further that, for purposes of clause (ii) above, the third party consents to such joinder within ten (10) days after an Arbitration Notice has been filed. Once a third party is joined to a dispute hereunder pursuant to this Section 18.5, such third party shall be entitled to treatment as a Party for purposes of the arbitration procedures of Section 18.2.

18.6     Resolution of Project Document Disputes. In the case of disputes described in Section 3.7.3 which cannot be settled amicably by the Parties, such disputes shall be submitted for arbitration in accordance with Section 18.2 but shall be subject to the provisions of this Section 18.6. In such case, each Party shall submit written proposals for resolution of the dispute to a single arbitrator selected in accordance with the Rules within ten (10) days after selection of such arbitrator. The decision of the arbitrator shall be one of the proposals submitted by the Parties for resolution of the dispute; the arbitrator may not decide any compromise or other resolution. Upon the written request of either Party, the arbitrator shall be required to solicit the advice of a technical expert mutually agreed to by the Parties, and the Parties shall share the fees of any such technical expert equally. If the Parties cannot agree on a technical expert, such technical expert will be appointed in accordance with the Rules.

18.7     Independent Engineer. In the case of any dispute described in Section 3.4.3, either Party, upon prior written notice to the other Party, may submit to the Independent Engineer for determination the question of whether Supplier properly applied the Site Review Criteria to the Project Site Data. The Parties acknowledge that the Independent Engineer shall have no authority or discretion to challenge any aspect of the Site Review Criteria, including the methods and tolerances contained therein, and that the Independent Engineer’s review shall be limited to evaluating whether Supplier has correctly applied the Site Review Criteria to the Project Site Data. The Independent Engineer shall provide a written determination of such question, including the basis for the decision, within twenty (20) days of receipt of request from a Party. At least three (3) days prior to the Independent Engineer making its determination hereunder, the Independent Engineer shall meet with the Parties and discuss the written submissions of the Parties, if any. The Independent Engineer’s review and determination shall be the sole legally binding forum available to the Parties for resolution of disputes in connection with a Site Review. The decision of the Independent Engineer shall be final and binding on each of the Parties and may be enforced by the prevailing Party in any court of competent jurisdiction. There shall be no appeal from or reexamination of the determination of the Independent Engineer.

18.8     Language . All arbitration proceedings shall be conducted in the English language.

18.9     Survival. The provisions set forth in this Article 18 shall survive the termination or expiration of this Agreement.

ARTICLE 19.

GENERAL PROVISIONS

19.1     Waiver. No delay or omission by the Parties in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy nor shall it be construed as a bar to or waiver of any such right or remedy on any future occasion.

19.2     Right of Waiver. Each Party, in its sole discretion, shall have the right, but shall have no obligation, to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time; provided, however, that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. A Party’s exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified.

19.3     Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted Assignees of Supplier and Buyer. Without limiting Buyer’s rights under Section 3.8, this Agreement, and any rights or obligations hereunder, may only be Assigned or novated in whole, and not in part. Further, neither Party may Assign or novate this Agreement or any rights or obligations hereunder, except: (i) upon the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Supplier shall have no obligation to consent to any Assignment unless the proposed Assignee is (A) a creditworthy entity with a Credit Rating on the date of the Assignment at least equal to the Credit Rating of the Designated Owner on the Effective Date, (B) not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer, and (C) not in litigation, arbitration or other dispute resolution proceeding with Supplier or an Affiliate of Supplier; (ii) to an Affiliate upon prior written notice to the other Party, provided, however, that in the case of Buyer, such Affiliate is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer; or (iii) upon prior written notice to the other Party to any entity succeeding to all or substantially all of such Party’s assets or business (whether by sale of assets, stock, merger, operation of law or otherwise); provided, however, that in the case of Buyer, such entity is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer. Notwithstanding the foregoing, upon any Assignment or novation of this Agreement by either Party, any Payment Security required to be maintained by such Person hereunder shall remain in full force and effect until Supplier or Buyer, as applicable, is issued and accepts alternate payment security. If the fair market value of the consideration received in connection with any assignment or novation of this Agreement pursuant to clause (i) above can be determined for the relevant assets and is greater than the Aggregate Base Price, Buyer shall pay to Supplier ____^* of the amount of such consideration, on an after tax basis, as determined by Buyer or the Designated Owner in accordance with its standard accounting practices, that is in excess of the Aggregate Base Price for the relevant assets within _____^* days following Buyer’s receipt thereof. No Assignment or novation shall relieve either Party of its respective obligations hereunder, except to the extent such obligations are novated with such Assignment. Any assignment not in conformity with this Agreement shall be null and void.

19.4     Notices. Any notice or invoice required or authorized to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing (unless otherwise provided) and shall be served personally or by reputable express courier service or by facsimile transmission addressed to the relevant Party at the address stated below or at any other address notified by that Party to the other as its address for service. Any notice so given personally or by express courier shall be served on delivery, and any notice so given by facsimile transmission shall be served on written, e-mail or facsimile confirmation of receipt by the named recipient.

The Parties’ addresses for notice and service are:

To Buyer:

For Operational Issues: [insert applicable Designated Owner] c/o Alliant Energy Corporate Services, Inc. Attention: Director, Wind Energy Development 200 First St. S.E. Cedar Rapids, IA 52401-1409 Tel: 319-786-4304 Fax: 319-786-4714               For Legal Issues: [insert applicable Designated Owner] c/o Alliant Energy Corporate Services, Inc. Attention: Senior Attorney for Wind Energy Development 200 First St. S.E. Cedar Rapids, IA 52401-1409 Tel: 319-786-7224 Fax: 319-786-4533

To Supplier:

Vestas-American Wind Technology, Inc. 1881 SW Naito Parkway, Ste. 100 Portland, OR 97201 Attention: President Telephone: (503) 327-2000 Facsimile: (503) 327-2001

19.5     Governing Law. This Agreement and all matters arising hereunder or in connection herewith shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement for any purpose.

19.6     Consent to Jurisdiction. Each of the Parties hereby irrevocably consents and agrees that any legal action or proceedings brought to enforce any arbitral award granted pursuant to Section 18.2 may be brought in the United States or New York state or federal courts located in the borough of Manhattan, New York, New York, and by execution and delivery of this Agreement, each of the Parties hereby (i) accepts the jurisdiction of the foregoing courts for purposes of enforcement of any such arbitral award, (ii) irrevocably agrees to be bound by any final judgment (after any appeal) of any such court with respect thereto, and (iii) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedings with respect hereto brought in any such court, and further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceedings brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment (after any appeal) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner to the extent provided by law.

19.7     Amendments. This Agreement may be modified or amended only by an instrument in writing signed by both Parties hereto.

19.8     Entire Agreement. This Agreement, and all exhibits attached hereto and listed in the Table of Contents, contain the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous discussions, agreements and commitments between the Parties with respect thereto, and any prior and contemporaneous confidentiality agreements executed by the Parties in respect of the transactions contemplated by this Agreement, and there are no agreements or understandings between the Parties respecting the subject matter hereof, whether oral or written, other than those set forth herein and neither Party has relied upon any representation, express or implied not contained in this Agreement.

19.9     Independent Contractor. Supplier is an independent contractor and nothing contained herein shall be construed as constituting any relationship with Buyer other than that of purchaser and independent contractor, nor shall it be construed as creating any relationship whatsoever between Buyer and Supplier, including employer/employee, partners or joint venture parties.

19.10   Survival. All provisions of this Agreement that either expressly by their terms survive or, by their nature are to survive or come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination. The provisions of this Article 19 shall survive expiration or termination of this Agreement.

19.11   Further Assurances. Supplier and Buyer agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement, including reasonable assistance during audits by a taxing authority.

19.12   Counterparts. This Agreement may be executed by the Parties in one or more counterparts, all of which taken together, shall constitute one and the same instrument.

19.13   NO IMPLIED WARRANTIES. THE WARRANTIES OF SUPPLIER SET FORTH IN THIS AGREEMENT ARE SUPPLIER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SUPPLIER MAKES NO OTHER WARRANTIES TO BUYER, EITHER EXPRESS OR IMPLIED, FOR PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, USAGE OR OTHERWISE. THERE ARE NO OTHER WARRANTIES, AGREEMENTS, ORAL OR WRITTEN, OR UNDERSTANDINGS THAT EXTEND BEYOND THOSE SET FORTH HEREIN AND NO OTHER WARRANTY, ORAL OR WRITTEN, WHICH MIGHT HAVE BEEN GIVEN BY AN EMPLOYEE, AGENT OR REPRESENTATIVE OF SUPPLIER IS AUTHORIZED BY SUPPLIER.

19.14   Headings. The headings to Articles, Sections and Exhibits of this Agreement are for ease of reference only and in no way define, describe, extend or limit the scope of intent of this Agreement or the intent of any provision contained herein. Similarly, the references to “Buyer” and “Supplier” in this Agreement are shorthand used for convenience only, and shall not alter the fact that Vestas-American Wind Technology, Inc. is licensing, not selling, the Licensed Technology to Buyer, in accordance with Article 8.

19.15   No Rights in Third Parties. Except as otherwise expressly provided herein, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person.

19.16   Severability. The invalidity of one or more phrases, sentences, clauses, Sections or Articles contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated.

19.17   Joint Effort. Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. Any rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, or any amendments or Exhibits hereto.

19.18   Effectiveness. This Agreement shall be effective on, and shall be binding upon, the Parties hereto upon the full execution and delivery of this Agreement, as of the Effective Date.

19.19   English Language Documents. Any document, manual, drawing, exhibits, certificate or notice required or authorized to be given hereunder for the operation of the Project and all proceedings related hereto shall be provided or conducted in the English language.

19.20   Notices, Consents and Approvals in Writing. Except as otherwise expressly provided herein, any consents, authorizations, notices and approvals contemplated herein shall be in writing.

19.21   Federal Contractor Requirements. To the extent the following are, pursuant to their terms, applicable to Supplier, Supplier agrees to comply with (i) all applicable provisions of Executive Order 11246, as amended by Executive Order 11375 and all rules, regulations, and relevant orders of the Secretary of Labor related to equal employment opportunity as in effect on the date of this Agreement, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60-1.4(a), (ii) all applicable provisions of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 2012) and all applicable rules, regulations, and relevant orders related to employment of Vietnam veterans as in effect on the date of this Agreement, including without limitation, the affirmative action clause set forth at 41 C.F.R. 60-250.4, and (iii) all applicable provisions of the Rehabilitation Act of 1973, as amended, and all rules, regulations, and relevant orders related to employment of a Person with a Disability as in effect on the date of this Agreement, including without limitation, the equal opportunity clause set forth at 41 C.F.R. 60-741.5(a).

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Master Supply Agreement to be executed as of the date first stated above.

VESTAS-AMERICAN WIND TECHNOLOGY, INC., a California corporation	ALLIANT ENERGY CORPORATE SERVICES, INC., an Iowa corporation, as agent for Interstate Power and Light Company, an Iowa corporation, and Wisconsin Power and Light Company, a Wisconsin corporation
By:__________________________________ Name: Jens Søby Title: President	By:__________________________________ Name: Title:

EX-10

Exhibit 10.2

FORM OF

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

[FOR HARVEY, PROTSCH, SWAN]

THIS AGREEMENT, made and entered into as of the ____ day of ___________, 2008, by and between Alliant Energy Corporation, a Wisconsin corporation (referred to herein as “Alliant” and, together with its subsidiaries and any parent company controlling Alliant, referred to herein as the “Company”), and _____________________ (hereinafter referred to as “Employee”).

WITNESSETH

WHEREAS, the Employee is employed by the Company in a key executive capacity and the Employee’s services are valuable to the conduct of the business of the Company;

WHEREAS, the Company desires to continue to attract and retain dedicated and skilled management employees in a period of industry consolidation, consistent with achieving the best possible value for its shareowners in any change in control of the Company;

WHEREAS, the Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing a potential conflict of interest between the Company’s needs for the Employee to remain focused on the Company’s business and for the necessary continuity in management prior to and following a change in control, and the Employee’s reasonable personal concerns regarding future employment with the Company and economic protection in the event of loss of employment as a consequence of a change in control;

WHEREAS, the Company and the Employee are desirous that any proposal for a change in control or acquisition of Alliant will be considered by the Employee objectively and with reference only to the best interests of Alliant and its shareowners;

WHEREAS, the Employee will be in a better position to consider the Company’s best interests if the Employee is afforded reasonable economic security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

WHEREAS, the Employee possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Employee’s services and to protect its confidential information and goodwill;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree to amend and restate the existing agreement as follows:

1. Definitions.

(a) 409A Affiliate. The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c), provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

(b) Act. For purposes of this Agreement, the term “Act” means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(d) Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i) which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of Alliant’s Rights Agreement, dated as of January 20, 1999, between Alliant Energy Corporation (f/k/a Interstate Energy Corporation) and Wells Fargo Bank Minnesota, N.A. (as successor to Firstar Bank Milwaukee, N.A.), as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(ii) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule l3d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in subparagraph (ii) above) or disposing of any voting securities of the Company.

(e) Board. “Board” shall mean the Board of Directors of Alliant Energy Corporation.

(f) Cause. “Cause” for termination by the Company of the Employee’s employment shall, for purposes of this Agreement, be limited to any of the following: (i) the engaging by the Employee in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal) which substantially impairs the Employee’s ability to perform the Employee’s duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Employee to perform the Employee’s duties or responsibilities (unless significantly changed without the Employee’s consent).

(g) Change in Control of the Company. A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i) any Person (other than (A) Alliant or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company, (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 Alliant in substantially the same proportions as their ownership of stock in Alliant (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [current 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 of Alliant 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 Alliant then serving: (A) individuals who, on [same current 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 election contest, including but not limited to a consent solicitation, 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 [same current 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 Alliant (or any direct or indirect subsidiary of the Company) 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 Alliant at a meeting of shareowners held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or

(iii) the shareowners of Alliant approve a merger, consolidation or share exchange of Alliant with any other corporation or approve the issuance of voting securities of Alliant in connection with a merger, consolidation or share exchange of Alliant (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of Alliant 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 Alliant 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 Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [same current 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 of Alliant or the combined voting power of the Company’s then outstanding voting securities; or

(iv) the shareowners of Alliant approve a plan of complete liquidation or dissolution of Alliant or an agreement for the sale or disposition by Alliant of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by Alliant 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 Alliant immediately prior to such sale.

Notwithstanding the foregoing, no “Change in Control of the Company” 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 common stock of Alliant 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 Alliant immediately following such transaction or series of transactions.

(h) Code. For purposes of this Agreement, the term “Code” means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(i) Covered Termination. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Covered Termination” means any Termination of Employment of the Employee during the Employment Period where the Notice of Termination is delivered on or the Termination Date is any date prior to the end of the Employment Period.

(j) Employment Period. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Employment Period” means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Central Time on the earlier of the third anniversary of such date or the Employee’s Normal Retirement Date.

(k) Good Reason. For purposes of this Agreement, the Employee shall have “Good Reason” for termination of employment if an applicable event occurs and the Employee provides notice to Alliant of the existence of the event within 90 days of the initial existence of the event and Alliant fails to cure the event within 30 days of such notice. The applicable events are any one or more of the following:

(i) a material breach of this Agreement by the Company, including failure by Alliant to obtain the Agreement referred to in Subsection 17(a) hereof as provided therein;

(ii) a material diminution in the Employee’s base compensation;

(iii) a material diminution in the Employee’s authority, duties, or responsibilities, including a material diminution in the budget over which the Employee retains authority; or

(iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that the Employee report to a corporate officer or employee instead of reporting directly to the board of directors or a corporation (or similar governing body with respect to an entity other than a corporation).

(l) Normal Retirement Date. For purposes of this Agreement, the term “Normal Retirement Date” means “Normal Retirement Date” as defined in the primary qualified defined benefit pension plan applicable to the Employee, or any successor plan, as in effect on the date of the Change in Control of the Company.

(m) Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(n) Separation from Service. For purposes of this Agreement, the term “Separation from Service” means an Employee’s Termination of Employment, or if the Employee continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if an Employee continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service.

(o) Termination of Employment. For purposes of this Agreement, the Employee’s Termination of Employment shall occur when the Company and Employee reasonably anticipate that no further services will be performed by the Employee for the Company and its 409A Affiliates or that the level of bona fide services the Employee will perform after such date as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed by the Employee (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Notwithstanding the foregoing, if Employee takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Employee will not be deemed to have incurred a Termination of Employment for the first 6 months of the leave of absence, or if longer, for so long as the Employee’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a Termination of Employment.

(p) Termination Date. For purposes of this Agreement, except as otherwise provided in Subsection 2(b), Subsection 10(b), and Subsection 17(a) hereof, the term “Termination Date” means (i) if the Employee’s Termination of Employment is due to the Employee’s death, the date of death; (ii) if the Employee’s Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Company and the Employee, the date of such early retirement which is set forth in such written agreement; (iii) if the Employee’s Termination of Employment for purposes of this Agreement is by reason of disability pursuant to Section 12 hereof, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Employee’s Termination of Employment is by the Employee voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Employee’s Termination of Employment is by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Employee for Good Reason, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(1) If termination is for Cause pursuant to Subsection 1(f)(iii) of this Agreement and if the Employee has cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such 30-day or shorter period, then the Employee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination.

(2) If the Employee shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Employee that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Employee may elect to continue the Employee’s employment during such dispute and the Termination Date shall be determined under this paragraph. If the Employee so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 23 hereof, (ii) the date of the Employee’s death or (iii) one day prior to the end of the Employment Period. If the Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Employee hereunder shall continue after such determination as if the Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Employee delivered his Notice of Termination.

(3) Except as provided in Subsection (l)(m)(2) above, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Employee, the Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15- days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Employee other than by reason of death, disability or Cause.

2. Termination or Cancellation Prior to Change in Control. (a) Subject to Subsection 2(b) hereof, the Company and the Employee shall each retain the right to cause the Employee to incur a Termination of Employment at any time prior to a Change in Control of the Company. Subject to Subsection 2(b) hereof, in the event the Employee incurs a Termination of Employment prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

(b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Employee incurred an involuntary Termination of Employment by action of the Company (other than a termination due to the Employee’s death or as a result of the Employee’s disability or for Cause) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Employee that such Termination of Employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement related to the Accrued Benefits and the Termination Payment in Section 9 hereof, but excluding the additional benefits in Subsection 8(b) hereof, such Termination of Employment shall be deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have been given, and the “Employment Period” shall be deemed to have begun on the date of such termination which shall be deemed to be the “Termination Date” and the date of the Change of Control of the Company for purposes of this Agreement.

3. Employment Period. If a Change in Control of the Company occurs when the Employee is employed by the Company, the Company will continue thereafter to employ the Employee during the Employment Period, and the Employee will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement. Any Termination of Employment by the Company of the Employee’s employment during the Employment Period shall be deemed a termination by the Company for purposes of this Agreement.

4. Duties. During the Employment Period, the Employee shall, in the same capacities and positions held by the Employee at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Company and the Employee in writing, devote the Employee’s best efforts and all of the Employee’s business time, attention and skill to the business and affairs of the Company, as such business and affairs now exist and as they may hereafter be conducted. The services which are to be performed by the Employee hereunder are to be rendered in the same metropolitan area in which the Employee was employed at the date of such Change in Control of the Company, or in such other place or places as shall be mutually agreed upon in writing by the Employee and the Company from time to time. Without the Employee’s consent, the Employee shall not be required to be absent from such metropolitan area more than 45 days in any fiscal year of the Company.

5. Compensation. During the Employment Period, the Employee shall be compensated as follows:

(a) The Employee shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than 12 times the Employee’s highest monthly base salary for the twelve-month period immediately preceding the month in which the Change in Control of the Company occurs or, if higher, annual base salary at the rate in effect immediately prior to the Change in Control of the Company (which base salary shall be determined prior to any reduction for amounts deferred under Code Section 401(k) or otherwise, or deducted pursuant to a cafeteria plan under Code Section 125, subject to adjustment as hereinafter provided in Section 6 (such salary amount as adjusted upward from time to time is hereafter referred to as the “Annual Base Salary”).

(b) The Employee shall receive fringe benefits at least equal in value to the highest value of such benefits provided for the Employee at any time during the 180-day period immediately prior to the Change in Control of the Company or, if more favorable to the Employee, those provided generally at any time during the Employment Period to any employees of the Company of comparable status and position to the Employee; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Employee that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company, including travel expenses.

(c) The Employee and/or the Employee’s family, as the case may be, shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Employee’s salary grade or on any other requirement which excludes persons of comparable status and position to the Employee unless such exclusion was in effect for such plan or an equivalent plan at any time during the 180-day period immediately prior to the Change in Control of the Company), in any and all plans providing benefits for the Company’s salaried employees of comparable status and position, including but not limited to group life insurance, hospitalization, medical, dental, profit sharing and stock bonus plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans in which the Employee is included be less than the aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(c) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company and (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Subsection 5(c) provided at any time after the Change in Control of the Company to any employee of the Company of comparable status and position to the Employee.

(d) The Employee shall annually be entitled to not less than the amount of paid vacation and not fewer than the highest number of paid holidays to which the Employee was entitled annually at any time during the 180-day period immediately prior to the Change in Control of the Company or such greater amount of paid vacation and number of paid holidays as may be made available annually to other employees of the Company of comparable status and position to the Employee at any time during the Employment Period.

(e) The Employee shall be included in all plans providing additional benefits to employees of the Company of comparable status and position to the Employee, including but not limited to deferred compensation, split-dollar life insurance in certain grandfathered circumstances, stock option, stock appreciation, restricted stock, performance shares, stock bonus and similar or comparable plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans be less than the highest aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(e) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company; (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate levels of benefits under plans of the type referred to in this Subsection 5(e) provided at any time after the Change in Control of the Company to any employee of the Company comparable in status and position to the Employee; and (iii) the Company’s obligation to include the Employee in bonus or incentive compensation plans shall be determined by Subsection 5(f) hereof.

(f) To assure that the Employee will have an opportunity to earn incentive compensation after a Change in Control of the Company, the Employee shall be included in a bonus plan of the Company which shall satisfy the standards described below (such plan, the “Bonus Plan”). Bonuses under the Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company (whether one or more, the “Company Bonus Plan”) and in view of the Company’s existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the “Bonus Amount”) that the Employee is eligible to earn under the Bonus Plan shall be no less than the amount of the Employee’s maximum award provided in such Company Bonus Plan (such bonus amount herein referred to as the “Targeted Bonus”), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Employee’s employment and shall be paid within 2½ months following the end of the performance period to which it relates.

6. Annual Compensation Adjustments. During the Employment Period, the Board (or an appropriate committee or delegatee thereof) will consider and appraise, at least annually, the contributions of the Employee to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Employee’s Annual Base Salary, at least annually, (i) commensurate with increases generally given to other employees of the Company of comparable status and position to the Employee, and (ii) as the scope of the Company’s operations or the Employee’s duties expand.

7. Termination For Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Employee’s voluntarily terminating the Employee’s employment other than for Good Reason (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive only Accrued Benefits pursuant to Subsection 9(a) hereof.

8. Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12 hereof, or (iii) Cause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment pursuant to Subsection 9(b) hereof.

(b) If there is a Covered Termination and the Employee is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Employee the following additional benefits:

(i) The Employee shall receive, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and that such outplacement services shall cease no later than December 31 of the second calendar year following the calendar year in which the Employee’s Separation from Service occurs.

(ii) Until the earlier of the third anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Employee shall continue to be covered, at the expense of the Company, by the same or equivalent hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. Such coverage shall count as COBRA continuation coverage. Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(iii) Until the earlier of the third anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period. Notwithstanding the foregoing, such coverage shall not extend past December 31 of the second calendar year following the year in which the Employee’s Separation from Service occurs.

(iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the "SERP") and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee's age and service at the date of the Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Covered Termination.

(v) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock.

(vi) The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested.

(vii) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur for any award cycle that has been in effect less than six (6) months. Such payment shall be made at the same time and with the same interest calculation as the Termination Payment.

9. Payments Upon Termination.

(a) Accrued Benefits. For purposes of this Agreement, the Employee’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Employee or pursuant to any deferred compensation plan then in effect (which deferrals shall be paid in accordance with the applicable terms of such deferred compensation plan); (iv) subject to any deferral election then in effect, a lump sum payment of the bonus or incentive compensation otherwise payable to the Employee with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans in which the Employee is a participant; and (v) all other payments and benefits to which the Employee (or in the event of the Employee’s death, the Employee’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, excluding any other severance payments under any Company severance policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections 9(a)(i) and (ii), pursuant to the terms of the benefit plan or practice establishing such benefits with respect to Subsections 9(a)(iii) and (v), and, with respect to Subsection 9(a)(iv), (i) for payments not exempt from Code Section 409A, as of the same time as the Termination Payment or (ii) for payments exempt from Code Section 409A, as of the time payments are made to covered participants generally under such plan.

(b) Termination Payment.

(i) The Termination Payment shall be an amount equal to (A) the Employee’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the greater of the Employee’s target bonus for the year in which the Termination Date occurs or the bonus the Employee received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (i) the amount of the Employee’s Annual Cash Compensation or (ii) the severance benefits to which the Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Employee in cash equivalent on the first day of the 7^th month following the month in which the Separation from Service occurs, without any interest for the delayed payment, except that an amount shall be paid within ten business days after the Termination Date up to the lesser of $460,000 (or such higher amount equal to two times the applicable limit under Code Section 401(a)(17) for the year in which the Employee’s Termination of Employment occurs) or two times the Employee’s annualized compensation as defined in Treas. Reg. section 1.409A-1(b)(9)(iii)(A)(1). Notwithstanding the foregoing, in the event the Employee’s Termination Date is pursuant to Section 2(b), the lump sum payment shall be paid 10 business days after the date of the Change in Control of the Company (as defined without reference to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Employee securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the computation of benefits due and payable under this Subsection 9(b); the payment of any such amount shall be made promptly upon submission of the proof of such expense, but in no event later than December 31 of the second calendar year following the calendar year in which the Employee’s Separation from Service occurs.

(ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment,” the Company shall pay Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee after deduction of any excise tax imposed under Code Section 4999, any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by this Subsection 9(b)(ii), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code Section 280G (or any successor provision), and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Code Section 1274(b)(2) (or any successor provision). Within 40 days following a Covered Termination or notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Code Section 280G (or any successor provision), the Employee and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Employee (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments, (C) the amount and present value of any excess parachute payments and (D) the amount of any Gross-Up Payment. As used in this Subsection 9(b)(ii), the term “Base Period Income” means an amount equal to the Employee’s “annualized includable compensation for the base period” as defined in Code Section 280G(d)(l). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4) (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. The opinion of National Tax Counsel shall be addressed to the Company and the Employee and shall be binding upon the Company and the Employee. If such National Tax Counsel opinion determines that there would be an excess parachute payment and Gross-Up Payment, within 10 days after receipt of National Tax Counsel’s opinion, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Employee such amounts as are then due to Employee under this Agreement. If such National Tax Counsel so requests in connection with the opinion required by this Section, the Employee and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Employee solely with respect to its status under Code Section 280G and the regulations thereunder.

(iii) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, a change is finally determined to be required in the amount of taxes paid by Employee, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to Employee after taking into account the provisions of Code Section 4999 shall reflect the intent of the parties as expressed in this Section 9, in the manner determined by National Tax Counsel. Any increase in the Gross-Up Payment shall be paid promptly following the date of the final determination by a court or the Internal Revenue Service, but no later than the end of the calendar year following the year in which the Employee remits the Excise Tax to the Internal Revenue Service.

(iv) The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Subsection 9(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

10. Death. (a) Except as provided in Section 10(b) hereof, in the event of a Covered Termination due to the Employee’s death, the Employee’s estate, heirs and beneficiaries shall receive all the Employee’s Accrued Benefits through the Termination Date.

(b) In the event the Employee dies after a Notice of Termination is given (i) by the Company or (ii) by the Employee for Good Reason, the Employee’s estate, heirs and beneficiaries shall be entitled to the benefits described in Subsection 10(a) hereof and, subject to the provisions of this Agreement, to such Termination Payment as the Employee would have been entitled to had the Employee lived. For purposes of this Subsection 10(b), the Termination Date shall be the earlier of 30 days following the giving of the Notice of Termination, subject to extension pursuant to Subsection 1(p) hereof, or one day prior to the end of the Employment Period. The benefit shall be paid 10 business days after the Termination Date, without interest.

11. Retirement. If, during the Employment Period, the Employee and the Company shall execute an agreement providing for the early retirement of the Employee from the Company, or the Employee shall otherwise give notice that he is voluntarily choosing to retire early from the Company, the Employee shall receive Accrued Benefits through the Termination Date; provided, that if the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than by reason of death, disability or Cause and the Employee also, in connection with such termination, elects voluntary early retirement, the Employee shall also be entitled to receive a Termination Payment pursuant to Subsection 8(a) hereof.

12. Termination for Disability. If, during the Employment Period, as a result of the Employee’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Employee shall have been absent from the Employee’s duties hereunder on a full-time basis for a period of six consecutive months and, within 30 days after the Company notifies the Employee in writing that it intends to terminate the Employee’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Employee shall not have returned to the performance of the Employee’s duties hereunder on a full-time basis, the Company may terminate the Employee’s employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 13 hereof. If the Employee’s employment is terminated on account of the Employee’s disability in accordance with this Section, the Employee shall receive Accrued Benefits in accordance with Subsection 9(a) hereof and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

13. Termination Notice and Procedure. Any Covered Termination by the Company or the Employee (other than a termination of the Employee’s employment that is a Covered Termination by virtue of Subsection 2(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Employee, if such Notice is given by the Company, and to the Company, if such Notice is given by the Employee, all in accordance with the following procedures and those set forth in Section 24 hereof:

(a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Employee, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.

(c) If the Notice is given by the Employee for Good Reason, the Employee may cease performing the Employee’s duties hereunder on or after the date 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Employee may cease performing the Employee’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Employee’s rights hereunder.

(d) The Employee shall have 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Employee’s employment for Cause under this Agreement pursuant to Subsection 1(f) (iii) hereof.

(e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within 15 days after receipt thereof; provided, however, that if the Employee’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

14. Further Obligations of the Employee. (a) Competition. The Employee agrees that, in the event of any Covered Termination where the Employee is entitled to Accrued Benefits and the Termination Payment, the Employee shall not, for a period expiring one year after the Termination Date, without the prior written approval of Alliant’s Chief Executive Officer or his designee, participate in the management of, be employed by or own any business enterprise at a location within the Company’s service territory (defined as the regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over Alliant utility subsidiaries) that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from producing, selling, and distributing energy and providing energy-related services to its customers, amount to 10% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year; provided, however, that nothing in this Subsection 14(a) shall prohibit the Employee from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor.

(b) Confidentiality. During the Employee’s employment by the Company and for a period of five (5) years thereafter, the Employee shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Company), except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of duties as an employee of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Employee shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

15. Expenses and Interest. If, after a Change in Control of the Company, (i) a dispute arises with respect to the enforcement of the Employee’s rights under this Agreement or (ii) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as, and to the extent that, the Employee prevails in such proceeding, the Employee shall recover from the Company the reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding as to which the Employee has prevailed (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Employee calculated at the rate of interest announced by U.S. Bank Milwaukee, N. A., Milwaukee, Wisconsin, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Any dispute as to the reasonableness of the Expenses incurred, or the extent to which the Employee has prevailed, shall be resolved by the presiding officer (arbitrator or judge) in the forum in which the substantive issues are finally resolved. Any such payment shall be made promptly following the date of the final determination, but no later than the end of the calendar year following the year in which the Employee incurs the expense.

16. Payment Obligations Absolute. The Company’s obligation during and after the Employment Period to pay the Employee the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15 of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Employee, or from whomsoever may be entitled thereto, for any reason whatsoever.

17. Successors. (a) If Alliant sells, assigns or transfers all or substantially all of its business and assets to any Person or if Alliant merges into or consolidates or otherwise combines (where Alliant does not survive such combination) with any Person (any such event, a “Sale of Business”), then Alliant shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and Alliant shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of Alliant to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting “Good Reason” hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by Alliant and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to Alliant and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by Alliant. This Agreement shall not be terminated by the voluntary or involuntary dissolution of Alliant.

(b) This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 7, 8, 9, 10, 11, 12 and 15 hereof if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee’s death.

18. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

19. Contents of Agreement; Waiver of Rights; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede in all respects, and the Employee hereby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter, including, but not limited to the Key Executive Employment and Severance Agreement dated _____________. This Agreement may not be amended or modified at any time except by written instrument executed by Alliant and the Employee.

20. Withholding. The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, the Company may provide for an immediate payment of the amount needed to pay the Employee’s portion of such tax (plus taxes thereon) and the Termination Payment shall be reduced accordingly.

21. Additional Section 409A Provisions. (a) If an amount or the value of a benefit under this Agreement is required to be included in an Employee’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in the Employee’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

(b) If any payment or the provision of any benefit required under the terms of this Agreement would jeopardize the ability of the Company to continue as a going concern, the Company shall not be required to make such payment or provide such benefit; rather, the payment or benefit shall be delayed until the first date that making the payment or benefit does not jeopardize the ability of the Company to continue as a going concern.

(c) If any payment or benefit due pursuant to this Agreement would violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the payment or the provision of the benefit shall be delayed until the earliest date on which making such payment or providing such benefit would not violate such law.

(d) The Company and the Employee intend the terms of this Agreement to be in compliance with Code Section 409A. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Code Section 409A.

(e) The Employee acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Employee must make a reasonable, good faith effort to collect any payment or benefit to which the Employee believes the Employee is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within 180 days after such latest date.

22. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Employee and an authorized representative of the Company.

23. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Employee’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Madison, Wisconsin or, at the Employee’s election, if the Employee is not then residing or working in the Madison, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Employee resides; provided, that, if the Employee is not then residing in the United States, the election of the Employee with respect to such venue shall be either Madison, Wisconsin, or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Employee’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

24. Notice. Notices given pursuant to this Agreement shall be in writing and, except as otherwise provided by Subsection 13(d) hereof, shall be deemed given when actually received by the Employee or actually received by Alliant’s Corporate Secretary or any officer of Alliant other than the Employee. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to Alliant Energy Corporation, Attention: Corporate Secretary, 4902 North Biltmore Lane, P.O. Box 77007, Madison, Wisconsin 53707-1007, or if to the Employee, at the address set forth below the Employee’s signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

25. No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

26. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

ALLIANT ENERGY CORPORATION

By:
	Its:

Attest:
	Its:

EMPLOYEE:

Address:

EX-10

Exhibit 10.3

FORM OF

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

[FOR VICE PRESIDENTS]

THIS AGREEMENT, made and entered into as of the ____ day of ___________, 2008, by and between Alliant Energy Corporation, a Wisconsin corporation (referred to herein as “Alliant” and, together with its subsidiaries and any parent company controlling Alliant, referred to herein as the “Company”), and _____________________ (hereinafter referred to as “Employee”).

WITNESSETH

WHEREAS, the Employee is employed by the Company in a key executive capacity and the Employee’s services are valuable to the conduct of the business of the Company;

WHEREAS, the Company desires to continue to attract and retain dedicated and skilled management employees in a period of industry consolidation, consistent with achieving the best possible value for its shareowners in any change in control of the Company;

WHEREAS, the Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing a potential conflict of interest between the Company’s needs for the Employee to remain focused on the Company’s business and for the necessary continuity in management prior to and following a change in control, and the Employee’s reasonable personal concerns regarding future employment with the Company and economic protection in the event of loss of employment as a consequence of a change in control;

WHEREAS, the Company and the Employee are desirous that any proposal for a change in control or acquisition of Alliant will be considered by the Employee objectively and with reference only to the best interests of Alliant and its shareowners;

WHEREAS, the Employee will be in a better position to consider the Company’s best interests if the Employee is afforded reasonable economic security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

WHEREAS, the Employee possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Employee’s services and to protect its confidential information and goodwill;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree to amend and restate the existing agreement as follows:

1. Definitions.

(a) 409A Affiliate. The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c), provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

(b) Act. For purposes of this Agreement, the term “Act” means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(d) Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i) which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of Alliant’s Rights Agreement, dated as of January 20, 1999, between Alliant Energy Corporation (f/k/a Interstate Energy Corporation) and Wells Fargo Bank Minnesota, N.A. (as successor to Firstar Bank Milwaukee, N.A.), as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(ii) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule l3d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in subparagraph (ii) above) or disposing of any voting securities of the Company.

(e) Board. “Board” shall mean the Board of Directors of Alliant Energy Corporation.

(f) Cause. “Cause” for termination by the Company of the Employee’s employment shall, for purposes of this Agreement, be limited to any of the following: (i) the engaging by the Employee in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal) which substantially impairs the Employee’s ability to perform the Employee’s duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Employee to perform the Employee’s duties or responsibilities (unless significantly changed without the Employee’s consent).

(g) Change in Control of the Company. A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i) any Person (other than (A) Alliant or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company, (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 Alliant in substantially the same proportions as their ownership of stock in Alliant (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [current 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 of Alliant 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 Alliant then serving: (A) individuals who, on [same current 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 election contest, including but not limited to a consent solicitation, 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 [same current 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 Alliant (or any direct or indirect subsidiary of the Company) 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 Alliant at a meeting of shareowners held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or

(iii) the shareowners of Alliant approve a merger, consolidation or share exchange of Alliant with any other corporation or approve the issuance of voting securities of Alliant in connection with a merger, consolidation or share exchange of Alliant (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of Alliant 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 Alliant 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 Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [same current 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 of Alliant or the combined voting power of the Company’s then outstanding voting securities; or

(iv) the shareowners of Alliant approve a plan of complete liquidation or dissolution of Alliant or an agreement for the sale or disposition by Alliant of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by Alliant 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 Alliant immediately prior to such sale.

Notwithstanding the foregoing, no “Change in Control of the Company” 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 common stock of Alliant 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 Alliant immediately following such transaction or series of transactions.

(h) Code. For purposes of this Agreement, the term “Code” means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(i) Covered Termination. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Covered Termination” means any Termination of Employment of the Employee during the Employment Period where the Notice of Termination is delivered on or the Termination Date is any date prior to the end of the Employment Period.

(j) Employment Period. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Employment Period” means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Central Time on the earlier of the second anniversary of such date or the Employee’s Normal Retirement Date.

(k) Good Reason. For purposes of this Agreement, the Employee shall have “Good Reason” for termination of employment if an applicable event occurs and the Employee provides notice to Alliant of the existence of the event within 90 days of the initial existence of the event and Alliant fails to cure the event within 30 days of such notice. The applicable events are any one or more of the following:

(i) a material breach of this Agreement by the Company, including failure by Alliant to obtain the Agreement referred to in Subsection 17(a) hereof as provided therein;

(ii) a material diminution in the Employee’s base compensation;

(iii) a material diminution in the Employee’s authority, duties, or responsibilities, including a material diminution in the budget over which the Employee retains authority; or

(iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that the Employee report to a corporate officer or employee instead of reporting directly to the board of directors or a corporation (or similar governing body with respect to an entity other than a corporation).

(l) Normal Retirement Date. For purposes of this Agreement, the term “Normal Retirement Date” means “Normal Retirement Date” as defined in the primary qualified defined benefit pension plan applicable to the Employee, or any successor plan, as in effect on the date of the Change in Control of the Company.

(m) Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(n) Separation from Service. For purposes of this Agreement, the term “Separation from Service” means an Employee’s Termination of Employment, or if the Employee continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if an Employee continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service.

(o) Termination of Employment. For purposes of this Agreement, the Employee’s Termination of Employment shall occur when the Company and Employee reasonably anticipate that no further services will be performed by the Employee for the Company and its 409A Affiliates or that the level of bona fide services the Employee will perform after such date as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed by the Employee (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Notwithstanding the foregoing, if Employee takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Employee will not be deemed to have incurred a Termination of Employment for the first 6 months of the leave of absence, or if longer, for so long as the Employee’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a Termination of Employment.

(p) Termination Date. For purposes of this Agreement, except as otherwise provided in Subsection 2(b), Subsection 10(b), and Subsection 17(a) hereof, the term “Termination Date” means (i) if the Employee’s Termination of Employment is due to the Employee’s death, the date of death; (ii) if the Employee’s Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Company and the Employee, the date of such early retirement which is set forth in such written agreement; (iii) if the Employee’s Termination of Employment for purposes of this Agreement is by reason of disability pursuant to Section 12 hereof, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Employee’s Termination of Employment is by the Employee voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Employee’s Termination of Employment is by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Employee for Good Reason, the earlier of 30 days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(1) If termination is for Cause pursuant to Subsection 1(f)(iii) of this Agreement and if the Employee has cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such 30-day or shorter period, then the Employee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination.

(2) If the Employee shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Employee that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Employee may elect to continue the Employee’s employment during such dispute and the Termination Date shall be determined under this paragraph. If the Employee so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 23 hereof, (ii) the date of the Employee’s death or (iii) one day prior to the end of the Employment Period. If the Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Employee hereunder shall continue after such determination as if the Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Employee delivered his Notice of Termination.

(3) Except as provided in Subsection (l)(m)(2) above, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Employee, the Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15- days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Employee other than by reason of death, disability or Cause.

2. Termination or Cancellation Prior to Change in Control. (a) Subject to Subsection 2(b) hereof, the Company and the Employee shall each retain the right to cause the Employee to incur a Termination of Employment at any time prior to a Change in Control of the Company. Subject to Subsection 2(b) hereof, in the event the Employee incurs a Termination of Employment prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

(b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Employee incurred an involuntary Termination of Employment by action of the Company (other than a termination due to the Employee’s death or as a result of the Employee’s disability or for Cause) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Employee that such Termination of Employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement related to the Accrued Benefits and the Termination Payment in Section 9 hereof, but excluding the additional benefits in Subsection 8(b) hereof, such Termination of Employment shall be deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have been given, and the “Employment Period” shall be deemed to have begun on the date of such termination which shall be deemed to be the “Termination Date” and the date of the Change of Control of the Company for purposes of this Agreement.

3. Employment Period. If a Change in Control of the Company occurs when the Employee is employed by the Company, the Company will continue thereafter to employ the Employee during the Employment Period, and the Employee will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement. Any Termination of Employment by the Company of the Employee’s employment during the Employment Period shall be deemed a termination by the Company for purposes of this Agreement.

4. Duties. During the Employment Period, the Employee shall, in the same capacities and positions held by the Employee at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Company and the Employee in writing, devote the Employee’s best efforts and all of the Employee’s business time, attention and skill to the business and affairs of the Company, as such business and affairs now exist and as they may hereafter be conducted. The services which are to be performed by the Employee hereunder are to be rendered in the same metropolitan area in which the Employee was employed at the date of such Change in Control of the Company, or in such other place or places as shall be mutually agreed upon in writing by the Employee and the Company from time to time. Without the Employee’s consent, the Employee shall not be required to be absent from such metropolitan area more than 45 days in any fiscal year of the Company.

5. Compensation. During the Employment Period, the Employee shall be compensated as follows:

(a) The Employee shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than 12 times the Employee’s highest monthly base salary for the twelve-month period immediately preceding the month in which the Change in Control of the Company occurs or, if higher, annual base salary at the rate in effect immediately prior to the Change in Control of the Company (which base salary shall be determined prior to any reduction for amounts deferred under Code Section 401(k) or otherwise, or deducted pursuant to a cafeteria plan under Code Section 125, subject to adjustment as hereinafter provided in Section 6 (such salary amount as adjusted upward from time to time is hereafter referred to as the “Annual Base Salary”).

(b) The Employee shall receive fringe benefits at least equal in value to the highest value of such benefits provided for the Employee at any time during the 180-day period immediately prior to the Change in Control of the Company or, if more favorable to the Employee, those provided generally at any time during the Employment Period to any employees of the Company of comparable status and position to the Employee; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Employee that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company, including travel expenses.

(c) The Employee and/or the Employee’s family, as the case may be, shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Employee’s salary grade or on any other requirement which excludes persons of comparable status and position to the Employee unless such exclusion was in effect for such plan or an equivalent plan at any time during the 180-day period immediately prior to the Change in Control of the Company), in any and all plans providing benefits for the Company’s salaried employees of comparable status and position, including but not limited to group life insurance, hospitalization, medical, dental, profit sharing and stock bonus plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans in which the Employee is included be less than the aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(c) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company and (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Subsection 5(c) provided at any time after the Change in Control of the Company to any employee of the Company of comparable status and position to the Employee.

(d) The Employee shall annually be entitled to not less than the amount of paid vacation and not fewer than the highest number of paid holidays to which the Employee was entitled annually at any time during the 180-day period immediately prior to the Change in Control of the Company or such greater amount of paid vacation and number of paid holidays as may be made available annually to other employees of the Company of comparable status and position to the Employee at any time during the Employment Period.

(e) The Employee shall be included in all plans providing additional benefits to employees of the Company of comparable status and position to the Employee, including but not limited to deferred compensation, split-dollar life insurance in certain grandfathered circumstances, stock option, stock appreciation, restricted stock, performance shares, stock bonus and similar or comparable plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans be less than the highest aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(e) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company; (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate levels of benefits under plans of the type referred to in this Subsection 5(e) provided at any time after the Change in Control of the Company to any employee of the Company comparable in status and position to the Employee; and (iii) the Company’s obligation to include the Employee in bonus or incentive compensation plans shall be determined by Subsection 5(f) hereof.

(f) To assure that the Employee will have an opportunity to earn incentive compensation after a Change in Control of the Company, the Employee shall be included in a bonus plan of the Company which shall satisfy the standards described below (such plan, the “Bonus Plan”). Bonuses under the Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company (whether one or more, the “Company Bonus Plan”) and in view of the Company’s existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the “Bonus Amount”) that the Employee is eligible to earn under the Bonus Plan shall be no less than the amount of the Employee’s maximum award provided in such Company Bonus Plan (such bonus amount herein referred to as the “Targeted Bonus”), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Employee’s employment and shall be paid within 2½ months following the end of the performance period to which it relates.

6. Annual Compensation Adjustments. During the Employment Period, the Board (or an appropriate committee or delegatee thereof) will consider and appraise, at least annually, the contributions of the Employee to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Employee’s Annual Base Salary, at least annually, (i) commensurate with increases generally given to other employees of the Company of comparable status and position to the Employee, and (ii) as the scope of the Company’s operations or the Employee’s duties expand.

7. Termination For Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Employee’s voluntarily terminating the Employee’s employment other than for Good Reason (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive only Accrued Benefits pursuant to Subsection 9(a) hereof.

8. Termination Giving Rise to a Termination Payment. (a) If there is a Covered Termination by the Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12 hereof, or (iii) Cause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment pursuant to Subsection 9(b) hereof.

(b) If there is a Covered Termination and the Employee is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Employee the following additional benefits:

(i) The Employee shall receive, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary and that such outplacement services shall cease no later than December 31 of the second calendar year following the calendar year in which the Employee’s Separation from Service occurs.

(ii) Until the earlier of the second anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the life benefits in (iii) below, are at least equal in value to the following benefits and those provided pursuant to (iii) below, the Employee shall continue to be covered, at the expense of the Company, by the same or equivalent hospitalization, medical and dental coverage (each, a “health plan”) as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. Such coverage shall count as COBRA continuation coverage. Notwithstanding the foregoing, following the end of the COBRA continuation period, if such coverage is provided under a health plan that is subject to Code Section 105(h), benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

(iii) Until the earlier of the second anniversary of the Covered Termination or such time as the Employee has obtained new employment and is covered by benefits which, in the aggregate with the health plan benefits in (ii) above, are at least equal in value to the following benefits and those provided pursuant to (ii) above, the Employee shall continue to be covered by the same or equivalent life coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given. During the first six months following the Employee’s Separation from Service, the Employee shall pay the Company for such coverage that is in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Employee equal to the aggregate premiums paid by the Employee, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

(iv) The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the "SERP") and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee's age and service at the date of the Covered Termination; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond the date of the Covered Termination.

(v) The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock.

(vi) The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested.

(vii) The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur for any award cycle that has been in effect less than six (6) months. Such payment shall be made at the same time and with the same interest calculation as the Termination Payment.

9. Payments Upon Termination.

(a) Accrued Benefits. For purposes of this Agreement, the Employee’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Employee or pursuant to any deferred compensation plan then in effect (which deferrals shall be paid in accordance with the applicable terms of such deferred compensation plan); (iv) subject to any deferral election then in effect, a lump sum payment of the bonus or incentive compensation otherwise payable to the Employee with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans in which the Employee is a participant; and (v) all other payments and benefits to which the Employee (or in the event of the Employee’s death, the Employee’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, excluding any other severance payments under any Company severance policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections 9(a)(i) and (ii), pursuant to the terms of the benefit plan or practice establishing such benefits with respect to Subsections 9(a)(iii) and (v), and, with respect to Subsection 9(a)(iv), (i) for payments not exempt from Code Section 409A, as of the same time as the Termination Payment or (ii) for payments exempt from Code Section 409A, as of the time payments are made to covered participants generally under such plan.

(b) Termination Payment.

(i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Employee’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the greater of the Employee’s target bonus for the year in which the Termination Date occurs or the bonus the Employee received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (i) the amount of the Employee’s Annual Cash Compensation or (ii) the severance benefits to which the Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Employee in cash equivalent on the first day of the 7^th month following the month in which the Separation from Service occurs, without any interest for the delayed payment, except that an amount shall be paid within ten business days after the Termination Date up to the lesser of $460,000 (or such higher amount equal to two times the applicable limit under Code Section 401(a)(17) for the year in which the Employee’s Termination of Employment occurs) or two times the Employee’s annualized compensation as defined in Treas. Reg. section 1.409A-1(b)(9)(iii)(A)(1). Notwithstanding the foregoing, in the event the Employee’s Termination Date is pursuant to Section 2(b), the lump sum payment shall be paid 10 business days after the date of the Change in Control of the Company (as defined without reference to Section 2(b)). Such lump sum payment shall not be reduced by any present value or similar factor, and the Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Employee securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the computation of benefits due and payable under this Subsection 9(b); the payment of any such amount shall be made promptly upon submission of the proof of such expense, but in no event later than December 31 of the second calendar year following the calendar year in which the Employee’s Separation from Service occurs.

(ii) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment,” then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Code Section 4999 (or any successor provision) or which the Company may pay without loss of deduction under Code Section 280G(a) (or any successor provision). For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code Section 280G (or any successor provision), and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Code Section 1274(b)(2) (or any successor provision). Within 40 days following a Covered Termination or notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Code Section 280G (or any successor provision), the Employee and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Employee (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments determined without regard to the limitations of this Subsection 9(b)(ii). As used in this Subsection 9(b)(ii), the term “Base Period Income” means an amount equal to the Employee’s “annualized includable compensation for the base period” as defined in Code Section 280G(d)(l). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4) (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. The opinion of National Tax Counsel shall be addressed to the Company and the Employee and shall be binding upon the Company and the Employee. If such National Tax Counsel opinion determines that there would be an excess parachute payment, the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includable in Total Payments shall be reduced or eliminated as specified by the Employee in writing delivered to the Company within 30 days of his receipt of such opinion or, if the Employee fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If such National Tax Counsel so requests in connection with the opinion required by this Section, the Employee and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Employee solely with respect to its status under Code Section 280G and the regulations thereunder.

(iii) If, notwithstanding the provisions of Subsection (ii) of this Subsection 9(b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the “Excise Tax”) imposed by Code Section 4999 (or any successor provision), the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Subsection (iii), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment shall be paid promptly following the date of the final determination by a court or the Internal Revenue Service, but no later than the end of the calendar year following the year in which the Employee remits the Excise Tax to the Internal Revenue Service.

(iv) The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Subsection 9(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

10. Death. (a) Except as provided in Section 10(b) hereof, in the event of a Covered Termination due to the Employee’s death, the Employee’s estate, heirs and beneficiaries shall receive all the Employee’s Accrued Benefits through the Termination Date.

(b) In the event the Employee dies after a Notice of Termination is given (i) by the Company or (ii) by the Employee for Good Reason, the Employee’s estate, heirs and beneficiaries shall be entitled to the benefits described in Subsection 10(a) hereof and, subject to the provisions of this Agreement, to such Termination Payment as the Employee would have been entitled to had the Employee lived. For purposes of this Subsection 10(b), the Termination Date shall be the earlier of 30 days following the giving of the Notice of Termination, subject to extension pursuant to Subsection 1(p) hereof, or one day prior to the end of the Employment Period. The benefit shall be paid 10 business days after the Termination Date, without interest.

11. Retirement. If, during the Employment Period, the Employee and the Company shall execute an agreement providing for the early retirement of the Employee from the Company, or the Employee shall otherwise give notice that he is voluntarily choosing to retire early from the Company, the Employee shall receive Accrued Benefits through the Termination Date; provided, that if the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than by reason of death, disability or Cause and the Employee also, in connection with such termination, elects voluntary early retirement, the Employee shall also be entitled to receive a Termination Payment pursuant to Subsection 8(a) hereof.

12. Termination for Disability. If, during the Employment Period, as a result of the Employee’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Employee shall have been absent from the Employee’s duties hereunder on a full-time basis for a period of six consecutive months and, within 30 days after the Company notifies the Employee in writing that it intends to terminate the Employee’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Employee shall not have returned to the performance of the Employee’s duties hereunder on a full-time basis, the Company may terminate the Employee’s employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 13 hereof. If the Employee’s employment is terminated on account of the Employee’s disability in accordance with this Section, the Employee shall receive Accrued Benefits in accordance with Subsection 9(a) hereof and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

13. Termination Notice and Procedure. Any Covered Termination by the Company or the Employee (other than a termination of the Employee’s employment that is a Covered Termination by virtue of Subsection 2(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Employee, if such Notice is given by the Company, and to the Company, if such Notice is given by the Employee, all in accordance with the following procedures and those set forth in Section 24 hereof:

(a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Employee, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.

(c) If the Notice is given by the Employee for Good Reason, the Employee may cease performing the Employee’s duties hereunder on or after the date 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Employee may cease performing the Employee’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Employee’s rights hereunder.

(d) The Employee shall have 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Employee’s employment for Cause under this Agreement pursuant to Subsection 1(f) (iii) hereof.

(e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within 15 days after receipt thereof; provided, however, that if the Employee’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

14. Further Obligations of the Employee. (a) Competition. The Employee agrees that, in the event of any Covered Termination where the Employee is entitled to Accrued Benefits and the Termination Payment, the Employee shall not, for a period expiring one year after the Termination Date, without the prior written approval of Alliant’s Chief Executive Officer or his designee, participate in the management of, be employed by or own any business enterprise at a location within the Company’s service territory (defined as the regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over Alliant utility subsidiaries) that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from producing, selling, and distributing energy and providing energy-related services to its customers, amount to 10% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year; provided, however, that nothing in this Subsection 14(a) shall prohibit the Employee from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor.

(b) Confidentiality. During the Employee’s employment by the Company and for a period of five (5) years thereafter, the Employee shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Company), except to the extent authorized in writing by the Board or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of duties as an employee of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Employee shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

15. Expenses and Interest. If, after a Change in Control of the Company, (i) a dispute arises with respect to the enforcement of the Employee’s rights under this Agreement or (ii) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as, and to the extent that, the Employee prevails in such proceeding, the Employee shall recover from the Company the reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding as to which the Employee has prevailed (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Employee calculated at the rate of interest announced by U.S. Bank Milwaukee, N. A., Milwaukee, Wisconsin, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Any dispute as to the reasonableness of the Expenses incurred, or the extent to which the Employee has prevailed, shall be resolved by the presiding officer (arbitrator or judge) in the forum in which the substantive issues are finally resolved. Any such payment shall be made promptly following the date of the final determination, but no later than the end of the calendar year following the year in which the Employee incurs the expense.

16. Payment Obligations Absolute. The Company’s obligation during and after the Employment Period to pay the Employee the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15 of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Employee, or from whomsoever may be entitled thereto, for any reason whatsoever.

17. Successors. (a) If Alliant sells, assigns or transfers all or substantially all of its business and assets to any Person or if Alliant merges into or consolidates or otherwise combines (where Alliant does not survive such combination) with any Person (any such event, a “Sale of Business”), then Alliant shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and Alliant shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of Alliant to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting “Good Reason” hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by Alliant and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to Alliant and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by Alliant. This Agreement shall not be terminated by the voluntary or involuntary dissolution of Alliant.

(b) This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 7, 8, 9, 10, 11, 12 and 15 hereof if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee’s death.

18. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

19. Contents of Agreement; Waiver of Rights; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede in all respects, and the Employee hereby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter, including, but not limited to the Key Executive Employment and Severance Agreement dated _____________. This Agreement may not be amended or modified at any time except by written instrument executed by Alliant and the Employee.

20. Withholding. The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, the Company may provide for an immediate payment of the amount needed to pay the Employee’s portion of such tax (plus taxes thereon) and the Termination Payment shall be reduced accordingly.

21. Additional Section 409A Provisions. (a) If an amount or the value of a benefit under this Agreement is required to be included in an Employee’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of this Agreement (or any other arrangement required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement fails to meet the requirements of Code Section 409A; such distribution shall equal the amount required to be included in the Employee’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

(b) If any payment or the provision of any benefit required under the terms of this Agreement would jeopardize the ability of the Company to continue as a going concern, the Company shall not be required to make such payment or provide such benefit; rather, the payment or benefit shall be delayed until the first date that making the payment or benefit does not jeopardize the ability of the Company to continue as a going concern.

(c) If any payment or benefit due pursuant to this Agreement would violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the payment or the provision of the benefit shall be delayed until the earliest date on which making such payment or providing such benefit would not violate such law.

(d) The Company and the Employee intend the terms of this Agreement to be in compliance with Code Section 409A. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code Section 409A. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Code Section 409A.

(e) The Employee acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Code Section 409A, the Employee must make a reasonable, good faith effort to collect any payment or benefit to which the Employee believes the Employee is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within 180 days after such latest date.

22. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Employee and an authorized representative of the Company.

23. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Employee’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Madison, Wisconsin or, at the Employee’s election, if the Employee is not then residing or working in the Madison, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Employee resides; provided, that, if the Employee is not then residing in the United States, the election of the Employee with respect to such venue shall be either Madison, Wisconsin, or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Employee’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

24. Notice. Notices given pursuant to this Agreement shall be in writing and, except as otherwise provided by Subsection 13(d) hereof, shall be deemed given when actually received by the Employee or actually received by Alliant’s Corporate Secretary or any officer of Alliant other than the Employee. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to Alliant Energy Corporation, Attention: Corporate Secretary, 4902 North Biltmore Lane, P.O. Box 77007, Madison, Wisconsin 53707-1007, or if to the Employee, at the address set forth below the Employee’s signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

25. No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

26. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

ALLIANT ENERGY CORPORATION

By:
	Its:

Attest:
	Its:

EMPLOYEE:

Address:

EX-12

Exhibit 12.1

ALLIANT ENERGY CORPORATION

RATIO OF EARNINGS TO FIXED CHARGES

		Six Months
		Ended June 30,			Years Ended Dec. 31,
	2008		2007		2007	2006	2005(a)	2004	2003
		(dollars in millions)
EARNINGS:
Income from continuing operations		$119.9		$110.2	$424.7	$338.3	$56.4	$218.4	$151.7
Income tax expense (benefit) (b)		51.2		69.7	255.8	203.0	(52.9)	91.2	75.6
Income from continuing operations before income taxes		171.1		179.9	680.5	541.3	3.5	309.6	227.3
Fixed charges as defined		88.1		91.0	185.6	213.4	226.7	238.8	247.1
Adjustment for undistributed equity earnings		(2.8)		(4.6)	(7.8)	(16.6)	(41.7)	(21.0)	(18.4)
Less:
Interest capitalized		-		-	-	-	3.4	5.4	-
Preferred dividend requirements of subsidiaries (pre-tax basis) (c)		13.1		14.9	29.5	29.3	5.5	25.9	24.5
Total earnings as defined		$243.3		$251.4	$828.8	$708.8	$179.6	$496.1	$431.5
FIXED CHARGES:
Interest expense		$60.0		$57.3	$116.7	$145.7	$175.8	$176.9	$205.1
Interest capitalized		-		-	-	-	3.4	5.4	-
Estimated interest component of rent expense		15.0		18.8	39.4	38.4	42.0	30.6	17.5
Preferred dividend requirements of subsidiaries (pre-tax basis) (c)		13.1		14.9	29.5	29.3	5.5	25.9	24.5
Total fixed charges as defined		$88.1		$91.0	$185.6	$213.4	$226.7	$238.8	$247.1
Ratio of Earnings to Fixed Charges (d)		2.76		2.76	4.47	3.32	0.79	2.08	1.75

(a) For the year ended Dec. 31, 2005, earnings as defined were inadequate to cover fixed charges as defined by $47.1 million.

(b) Includes net interest related to unrecognized tax benefits.

(c) Preferred dividend requirements of subsidiaries (pre-tax basis) are computed by dividing the preferred dividend requirements of subsidiaries by one hundred percent minus the respective year-to-date effective income tax rate.

(d) The ratio calculation in the above table relates to Alliant Energy Corporation's (Alliant Energy's) continuing operations. Refer to Note 14 of Alliant Energy's "Notes to Condensed Consolidated Financial Statements" in Alliant Energy's Form 10-Q for the quarterly period ended June 30, 2008 for information related to Alliant Energy's discontinued operations.

EX-12

Exhibit 12.2

INTERSTATE POWER AND LIGHT COMPANY

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED DIVIDEND REQUIREMENTS

		Six Months
		Ended June 30,			Years Ended Dec. 31,
	2008		2007		2007	2006	2005	2004	2003
		(dollars in millions)
EARNINGS:
Net income		$49.7		$53.2	$290.3	$172.4	$165.1	$125.7	$100.7
Income taxes (a)		14.8		31.4	186.8	69.4	80.8	61.7	71.3
Income before income taxes		64.5		84.6	477.1	241.8	245.9	187.4	172.0
Fixed charges as defined		30.1		33.4	65.8	73.3	72.5	72.3	69.4
Total earnings as defined		$94.6		$118.0	$542.9	$315.1	$318.4	$259.7	$241.4
FIXED CHARGES:
Interest expense		$29.4		$32.6	$64.3	$71.8	$67.7	$67.9	$65.4
Estimated interest component of rent expense		0.7		0.8	1.5	1.5	4.8	4.4	4.0
Total fixed charges as defined		$30.1		$33.4	$65.8	$73.3	$72.5	$72.3	$69.4
Ratio of Earnings to Fixed Charges		3.14		3.53	8.25	4.30	4.39	3.59	3.48
Preferred dividend requirements (pre-tax basis) (b)		$10.0		$12.2	$25.3	$21.6	$22.9	$23.0	$23.2
Fixed charges and preferred dividend requirements		$40.1		$45.6	$91.1	$94.9	$95.4	$95.3	$92.6
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividend Requirements		2.36		2.59	5.96	3.32	3.34	2.73	2.61

(a) Includes net interest related to unrecognized tax benefits.

(b) Preferred dividend requirements (pre-tax basis) are computed by dividing the preferred dividend requirements by one hundred percent minus the respective year-to-date effective income tax rate.

EX-12

Exhibit 12.3

WISCONSIN POWER AND LIGHT COMPANY

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED DIVIDEND REQUIREMENTS

		Six Months
		Ended June 30,			Years Ended Dec. 31,
	2008		2007		2007	2006	2005	2004	2003
		(dollars in millions)
EARNINGS:
Net income		$51.5		$53.2	$113.5	$105.3	$105.1	$113.7	$114.9
Income taxes (a)		29.3		28.5	59.3	62.2	60.9	66.3	65.8
Income before income taxes		80.8		81.7	172.8	167.5	166.0	180.0	180.7
Fixed charges as defined		42.7		39.7	84.8	81.9	73.9	56.6	47.7
Adjustment for undistributed equity earnings		(2.8)		(3.9)	(6.7)	(3.8)	(1.6)	(4.5)	(6.7)
Total earnings as defined		$120.7		$117.5	$250.9	$245.6	$238.3	$232.1	$221.7
FIXED CHARGES:
Interest expense		$29.8		$23.0	$49.6	$48.3	$40.4	$33.5	$37.9
Estimated interest component of rent expense		12.9		16.7	35.2	33.6	33.5	23.1	9.8
Total fixed charges as defined		$42.7		$39.7	$84.8	$81.9	$73.9	$56.6	$47.7
Ratio of Earnings to Fixed Charges		2.83		2.96	2.96	3.00	3.22	4.10	4.65
Preferred dividend requirements (pre-tax basis) (b)		$2.7		$2.6	$5.0	$5.2	$5.2	$5.2	$5.2
Fixed charges and preferred dividend requirements		$45.4		$42.3	$89.8	$87.1	$79.1	$61.8	$52.9
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividend Requirements		2.66		2.78	2.79	2.82	3.01	3.76	4.19

(a) Includes net interest related to unrecognized tax benefits.

(b) Preferred dividend requirements (pre-tax basis) are computed by dividing the preferred dividend requirements by one hundred percent minus the respective year-to-date effective income tax rate.

EX-31

Exhibit 31.1

Certification of the Chairman, President and Chief Executive Officer

of Alliant Energy Corporation

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ William D. Harvey

William D. Harvey

Chairman, President and

Chief Executive Officer

EX-31

Exhibit 31.2

Certification of the Senior Executive Vice President and Chief Financial Officer

of Alliant Energy Corporation

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ Eliot G. Protsch

Eliot G. Protsch

Senior Executive Vice President

and Chief Financial Officer

EX-31

Exhibit 31.3

Certification of the Chairman and Chief Executive Officer

of Interstate Power and Light Company

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ William D. Harvey

William D. Harvey

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.4

Certification of the Chief Financial Officer

of Interstate Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

EX-31

Exhibit 31.5

Certification of the Chairman and Chief Executive Officer

of Wisconsin Power and Light Company

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ William D. Harvey

William D. Harvey

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.6

Certification of the Chief Financial Officer

of Wisconsin Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2008

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

EX-32

Exhibit 32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Alliant Energy Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

Chairman, President and Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Senior Executive Vice President and Chief Financial Officer

August 6, 2008

EX-32

Exhibit 32.2

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Interstate Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

Chairman and Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

August 6, 2008

EX-32

Exhibit 32.3

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Wisconsin Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

Chairman and Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

August 6, 2008