(a)       Death or Disability; Retirement. In the event the Optionee dies while he or she is an employee of the Company or any Affiliate or if his or her employment is terminated by reason of his or her disability, as defined in the Alliant Energy Cash Balance Pension Plan, the Option shall immediately vest one hundred percent (100%) and, to the extent not theretofore exercised, may be exercised in full as follows: (i) by the legal representative of the Optionee (who for purposes of this Agreement may be the Optionee’s beneficiary as designated pursuant to Paragraph 9) at any time within twelve months after the date of the Optionee’s death while an employee of the Company or any Affiliate; or (ii) by the Optionee or his or her legal representative or guardian at any time within twelve months after the termination of the Optionee’s employment by reason of disability, but in either case in no event later than the Expiration Date. In the event the Optionee’s employment is terminated by reason of his or her retirement after satisfying the minimum requirements for eligibility to receive an “Early Retirement Benefit” under the Alliant Energy Cash Balance Pension Plan (“Retirement”), the Option shall immediately vest one hundred percent (100%) and, to the extent not theretofore exercised, may be exercised in full by the Optionee or by his or her legal representative or guardian at any time within three years after termination of the Optionee’s employment by reason of Retirement, but in no event later than the Expiration Date. In the event the Optionee’s employment is terminated by reason of his or her Retirement or by reason of his or her disability, as defined in the Alliant Energy Cash Balance Pension Plan, and within the subsequent exercise period the Optionee dies, the Option, to the extent not theretofore exercised, may be exercised in full by the Optionee’s legal representative or guardian at any time within the longer of one year following death or the remainder of the expiration period triggered by the termination of employment, but in no event later than the Expiration Date.

            (b)        For Cause. If the employment of the Optionee is terminated by the Company or any Affiliate for Cause, the Option, to the extent not theretofore exercised, shall immediately be forfeited to the Company and no additional exercise period shall be allowed, regardless of the vested status of the Option. For purposes of this Agreement “Cause” means the admission by or the conviction of the Optionee of an act of fraud, embezzlement, theft or other criminal act constituting a felony under U.S. laws involving moral turpitude. The Board of Directors of the Company (the “Board”), by majority vote, shall make the determination of whether Cause exists.

            (c)       Other. In the event that the Optionee is discharged or leaves the employ of the Company or its Affiliates for any reason (other than the death, disability or Retirement of the Optionee as contemplated by Paragraph 6(a) above or for Cause as contemplated by Paragraph 6(b) above), the Option, to the extent not theretofore exercised but then permitted (as of the date of termination) under the percentage limitations of Paragraph 3 hereof, may be exercised by the Optionee or by his or her legal representative or guardian at any time within three months after the date of termination of employment upon the tender to the Company, in cash or its equivalent, of the full purchase price, but in no event later than the Expiration Date.

            (a)        Immediately Exercisable. If a “Change in Control” occurs, all outstanding Options under this Agreement shall vest and become immediately exercisable.

            (b)        Definition. For purposes of this Agreement, “Change in Control” means the occurrence of any one of the events set forth in the following paragraphs:

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

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

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

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

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

         (b)        If no such Beneficiary designation is in effect at the time of the Optionee’s death, or if no designated Beneficiary survives the Optionee or if such designation conflicts with law, the Optionee’s estate acting through his or her legal representative shall be entitled to exercise the Option, to the extent it is exercisable after the death of the Optionee. If the Committee is in doubt as to the right of any person to exercise the Option, the Company may refuse to recognize such exercise, without liability for any interest or dividends on the Optioned Shares, until the Committee determines the person entitled to exercise the Option, or the Company may apply to any court of appropriate jurisdiction and such application shall be a complete discharge of the liability of the Company therefor.

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

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

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