UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Wisconsin Power and Light Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

YOUR VOTE IS IMPORTANT

Wisconsin

Power and Light

Company

NOTICEOF 2009 ANNUAL MEETING

PROXY STATEMENTAND

2008 ANNUAL REPORT

WISCONSIN POWER AND LIGHT COMPANY

ANNUAL MEETING OF SHAREOWNERS

SHAREOWNER INFORMATION

Wells Fargo Shareowner Services

161 North Concord Exchange

P. O. Box 64854

St. Paul, MN 55164-0854

1-800-356-5343

www.wellsfargo.com/shareownerservices

Wisconsin Power and Light Company

4902 North Biltmore Lane

P. O. Box 14720

Madison, WI 53708-0720

Phone: 608-458-3110

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

Dear Wisconsin Power and Light Company Shareowner:

On Wednesday,Tuesday, May 20, 2009,17, 2011, Wisconsin Power and Light Company will hold its 20092011 Annual Meeting of Shareowners at the offices ofAlliant Energy Corporation, 4902 North Biltmore Lane, Mississippi MeetingSandy River Conference Room in Madison, Wisconsin. Wisconsin 53718.The meeting will begin at 2:00 p.m. (Central Daylight Time).

Only the sole common shareowner, Alliant Energy Corporation, and preferred shareowners who owned stock at the close of business on April 7, 2009March 30, 2011 may vote at this meeting. All shareowners are requested to be present at the meeting in person or by proxy so that a quorum may be ensured. At the meeting, our shareowners will be asked to:

Our Board of Directors presently knows of no other business to come before the meeting.

Please sign and return the enclosed proxy card as soon as possible.

A copy of our 20082010 Annual Report appears aswas included in Appendix A to this proxy statement. The proxy statement and Annual Report have been combined into a single document to improve the effectiveness of our financial communication and to reduce costs, although the Annual Report does not constitute a part of the proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Heldbe held on May 20, 2009:17, 2011. Our 20092011 Notice of Annual Meeting, Proxy Statement and the 20082010 Annual Report to Shareowners are available athttp://www.alliantenergy.com/WPLproxy.WPLproxy.

Any Wisconsin Power and Light Company preferred shareowner who desires to receive a copy of the Alliant Energy Corporation 20082010 Annual Report, 20092011 Notice of Annual Meeting and Proxy Statement may do so by calling our Shareowner Services Department at (800) 353-1089 or writing to us at the address shown above.The Alliant Energy Corporation proxy statement for the 20092011 Annual Meeting of Shareowners and the 20082010 Annual Report to Shareowners are available athttp://www.alliantenergy.com/eproxy.eproxy.

By Order of the Board of Directors,

F. J. Buri

Corporate Secretary and

Assistant General Counsel

Dated and mailed on or about April 16, 2009.8, 2011.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

A:

If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted FOR all listed director nominees, FOR approval of the compensation of our named executive officers, for a frequency of 1 YEAR for future advisory votes on compensation of our named executive officers and FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2011. If your proxy card is not signed, your votes will not be counted.

If you hold your shares through a bank, broker or other record holder and you do not provide such bank, broker or other record holder with specific voting instructions on a timely basis, your shares will not be voted with respect to the election of directors, the advisory vote on compensation of our named executive officers or the advisory vote on the frequency of the advisory vote on compensation of our named executive officers. We urge you to carefully consider all of the proposals and direct your bank, broker or other record holder to vote your shares as you desire.

Attendance at the Annual Meeting will not cause your previously appointed proxy to be revoked unless you specifically so request in writing.

9.  Q:

What does it mean if I get more than one proxy card?

A:

If your shares are registered differently and are in more than one account, then you will receive more than one proxy card. Be sure to vote all of your accounts to ensure that all of your shares are voted. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting Wells Fargo Shareowner Services at the shareowner information number shown at the front of this proxy statement.

In addition, any shareowner who intends to present a proposal from the floor at our 2012 Annual Meeting must submit the proposal to our Corporate Secretary no later than Feb. 23, 2012.

16.  Q: How can I obtain a copy of the Company’s Annual Report on Form 10-K?

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, threetwo directors will be elected forwith terms expiring in 2012.2014. The nominees for election as recommended by the Nominating and Governance Committee and selected by the Board of Directors are Ann K. Newhall, Dean C. OestreichWilliam D. Harvey and Carol P. Sanders.Singleton B. McAllister. Each of the nominees is currently serving on our Board of Directors. Each person elected as a director will serve until our Annual Meeting of Shareowners in 2012,2014, or until his or her successor has been duly qualified and elected.

Directors will be elected by a plurality of the votes cast at the meeting (assuming a quorum is present). Consequently, any shares not voted at the meeting, including as a result of broker non-votes, will have no effect on the election of directors. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees are unable to serve, or for good reason will not serve, a contingency not now anticipated.

Brief biographies of the director nominees and continuing directors follow. These biographies include their ages (as of Dec. 31, 2008),2010); an account of their specific business experience andexperience; the names of publicly held and certain other corporations of which they also are, alsoor have been within the past five years, directors; and a brief discussion of their specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors. Except as otherwise indicated, each nominee and continuing director has been engaged in his or her present occupation for at least the past five years.

Prior to Nov. 25, 2008, each of our directors served on the Board of Directors of Resources during the period they served as a director of our company. On Nov. 25, 2008, Resources was converted to a limited liability company and, as a result, no longer has a Board of Directors.

NOMINEES

		WILLIAM D. HARVEY Age 61		Director since 2005 Nominated Term expires in 2014
		Mr. Harvey has served as Chairman of the Board of the Company, AEC and IPL since February 2006. He has served as Chief Executive Officer of the Company, AEC and IPL since July 2005. He served as President of AEC from January 2004 until February 2011. He previously served as President and Chief Operating Officer of AEC and Chief Operating Officer of IPL and WPL from January 2004 to July 2005. He served as President of the Company and as Executive Vice President — Generation for AEC, IPL and Resources from 1998 to January 2004. Mr. Harvey serves on the board of directors of Sentry Insurance Company. Mr. Harvey’s long-term experience with our operations, customer perspectives, utility and environmental regulation, legal matters, safety, and diversity initiatives led to the conclusion that he should serve as Chairman of the Board.
		ANN K. NEWHALLSINGLETON B. MCALLISTER Age 58		Director since 2001 Nominated Term expires in 2014
		Ms. McAllister has been a partner in the Washington D. C. office of the law firm of Blank Rome LLP since June 2010. She previously served as a partner in the law firm of LeClair & Ryan LLP since October 2007 and as a partner in the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P. C. from July 2005 to October 2007. She served as the Corporate Diversity Counsel practice group chair and in the public law and policy strategies group of the Washington, D.C. law firm office of Sonnenschein, Nath & Rosenthal, LLP from 2003 to July 2005. Ms. McAllister has served on the board of directors of United Rentals, Inc. since 2004. Ms. McAllister has served as a Director of AEC and IPL since 2001. Ms. McAllister’s experience in legal, legislative, regulatory, public affairs, human resources and diversity initiatives led to the conclusion that she should serve on our Board of Directors.

The Board of Directors unanimously recommends a vote “FOR” all nominees for election as directors.

CONTINUING DIRECTORS

		MICHAEL L. BENNETT Age 57		Director since 2003 Nominated Term expires in 2013
		Mr. Bennett has been a private investor and consultant in Sioux City, Iowa since May 2010. He previously served as President and Chief Executive Officer of Terra Industries Inc., an international producer of nitrogen products headquartered in Sioux City, Iowa, since April 2001. He also served as Chairman of the Board and President for Terra Nitrogen Company, L.P., a subsidiary of Terra Industries Inc. He has served on the board of directors of Arclin, Inc., a privately held company located in Canada since 2010. Mr. Bennett has served as a Director of AEC and IPL since 2003. Mr. Bennett is Chairperson of the Nominating and Governance Committee, our Lead Independent Director and an audit committee financial expert. Mr. Bennett’s leadership of a publicly traded company and his experience in operations, customer perspectives, legal matters, and human resource matters led to the conclusion that he should serve on our Board of Directors.

		DARRYL B. HAZEL Age 62		Director since 2006 Term expires in 2013
		Mr. Hazel has been the principal of Darryl B. Hazel Consulting LLC, a business consulting firm in Detroit, Mich., since January 2010. He retired in January 2010 from his position as Senior Vice President, Global Services Initiatives of Ford Motor Company, an automobile manufacturer. He also served as President of the Customer Service Division and Senior Vice President of Ford Motor Company from March 2006 to September 2009. He previously served as President of Marketing of Ford Motor Company from September 2005 to March 2006; President of the Ford Division from April 2005 to September 2005; and President of the Lincoln Mercury Division from August 2002 to April 2005. Mr. Hazel has served as a Director of AEC and IPL since 2006. Mr. Hazel is an audit committee financial expert. Mr. Hazel’s long-term experience as an executive of a publicly traded company and its subsidiaries along with his experience in operations, customer perspectives, human resources, technology matters and diversity initiatives led to the conclusion that he should serve on our Board of Directors.
		ANN K. NEWHALL Age 59		Director since 2003 Term expires in 2012
		Ms. Newhall retired in August 2008 from her position as Executive Vice President, Chief Operating Officer, Secretary and a Director of Rural Cellular Corporation (“RCC”), a cellular communications corporation located in Alexandria, Minn., following RCC’s sale to Verizon. Ms. Newhall held this position from 2000 to 2008. Ms. Newhall has served as a Director of AEC and IPL since 2003. Ms. Newhall is Chairperson of the Compensation and Personnel Committee. Ms. Newhall’s leadership in a publicly traded company and her experience in operations, customer perspectives, legal, regulatory, human resources and technology matters led to the conclusion that she should serve on our Board of Directors.
		DEAN C. OESTREICH Age 5658		Director since 2005 Nominated Term expires in 2012
		Mr. Oestreich has been Chairman ofa consultant to Pioneer Hi-Bred International, Inc., developer and supplier of advanced plant genetics, and a wholly-owned subsidiary of DuPont Corporation, located in Johnston, Iowa, since January 2010. He previously served as Chairman from November 2007.2007 to his retirement in December 2009. He hasalso served as Vice President of DuPont Corporation since 2004.from 2004 through 2009. He previously served as President of Pioneer Hi-Bred International, Inc. from 2004 to 2007. Mr. Oestreich previously served as Vice President and Business Director of North America from 2002 to 2004. Mr. Oestreich has served as a Director of AEC and IPL since 2005. Mr. Oestreich is Chairperson of the Environmental, Nuclear, Health and Safety Committee. Mr. Oestreich’s experience with publicly traded companies, operations, customer perspectives, regulatory and public affairs, human resources, technology, environmental matters and safety led to the conclusion that he should serve on our Board of Directors.
		CAROL P. SANDERSDAVID A. PERDUE Age 41		Director since 2005 Nominated Term expires in 2012
		Ms. Sanders has served as Chief Financial Officer and Corporate Secretary of Jewelers Mutual Insurance Company of Neenah, Wis., a nationwide insurer that specializes in protecting jewelers and personal jewelry, since 2004. She previously served as Controller and Assistant Treasurer of Sentry Insurance located in Stevens Point, Wis. from 2001 to 2004. Ms. Sanders has served as a Director of AEC and IPL since 2005. Ms. Sanders is Chairperson of the Audit Committee.

The Board of Directors unanimously recommends a vote FOR all nominees for election as directors.

CONTINUING DIRECTORS

		MICHAEL L. BENNETT Age 55		Director since 2003 Term expires in 2010
		Mr. Bennett has served as President and Chief Executive Officer of Terra Industries Inc., an international producer of nitrogen products and methanol ingredients headquartered in Sioux City, Iowa, since April 2001. He also serves as Chairman of the Board for Terra Nitrogen GP Inc., a subsidiary of Terra Industries Inc. Mr. Bennett has served as a Director of AEC and IPL since 2003. Mr. Bennett is Chairperson of the Nominating and Governance Committee and the Lead Independent Director.
		WILLIAM D. HARVEY Age 59		Director since 2005 Term expires in 2011
		Mr. Harvey has served as Chairman of the Board of the Company, AEC and IPL since February 2006. He has served as Chief Executive Officer of the Company, AEC, IPL and Resources and as President and Chief Executive Officer of AEC since July 2005 and as President of Resources since January 2005. He previously served as President and Chief Operating Officer of AEC and Chief Operating Officer of IPL, WPL and Resources since January 2004. He served as President of the Company and as Executive Vice President – Generation for AEC, IPL and Resources from 1998 to January 2004.
		DARRYL B. HAZEL Age 60		Director since 2006 Term expires in 2010
		Mr. Hazel has served as President of the Customer Service Division and Senior Vice President of Ford Motor Company, an automobile manufacturer, since March 2006. He previously served as President of Marketing of Ford Motor Company from September 2005 to March 2006; President of the Ford Division from April 2005 to September 2005; and President of the Lincoln Mercury Division from August 2002 to April 2005. Mr. Hazel has served as Director of AEC and IPL since 2006.
		JAMES A. LEACH Age 66		Director since 2007 Term expires in 2011
		Former Congressman Leach is the John L. Weinberg Professor of Public and International Policy at the Woodrow Wilson School of Princeton University in Princeton, N.J., a position he has held since 2007. From January 2008 through December 2008, he served as the Director of the Institute of Politics at the John F. Kennedy School of Government at Harvard University in Boston, MA while on leave from Princeton. Congressman Leach served as a member of the United States House of Representatives from the State of Iowa during the period of 1977 through 2006. He serves on the Board of Directors of United Fire and Casualty Company and on a series of non-profit organization boards. Mr. Leach has served as a Director of AEC and IPL since 2007.
		SINGLETON B. MCALLISTER Age 5661		Director since 2001 Term expires in 2011
		Ms. McAllister has been a partner in the Washington D. C. office of the law firm of LeClair & Ryan LLP since October 2007. She previously served as a partner in the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P. C. from July 2005 to October 2007. Ms. McAllister served as the Corporate Diversity Counsel practice group chair and in the public law and policy strategies group of the Washington, D.C. law firm office of Sonnenschein, Nath & Rosenthal, LLP from 2003 to July 2005. She serves on the Board of Directors of United Rentals, Inc. Ms. McAllister has served as a Director of AEC and IPL since 2001.
		DAVID A. PERDUE Age 59		Director since 2001 Term expires in 20102013
		Mr. Perdue has been the Chief Executive Officer of Aquila Group LLC based in Sea Island, Ga., a private investment firm involved with, among other investments, retail markets in India, since 2007. He retired in July 2007 from his position as Chairman of the Board and Chief Executive Officer of Dollar General Corporation, a retail organization headquartered in Goodlettsville, Tenn., following its sale to a private equity firm. He was named Chief Executive Officer and a Director in April 2003 and elected Chairman of the Board in June 2003. From July 2002 to March 2003, he was Chairman and Chief Executive Officer of Pillowtex Corporation, a textile manufacturing company locatedcompany. Pillowtex emerged from bankruptcy in Kannapolis, N.C.May 2002 and reentered bankruptcy in July 2003. Mr. Perdue serveshas served on the Boardboard of Directorsdirectors of Jo-Ann Stores, Inc., since 2008, and Liquidity Services, Inc., since 2009. Mr. Perdue has served as a Director of AEC and IPL since 2001. Mr. Perdue is an audit committee financial expert. Mr. Perdue’s leadership of publicly traded companies and his experience in operations, customer perspectives, marketing, human resources and technology matters led to the conclusion that he should serve on our Board of Directors.

		JUDITH D. PYLE Age 6567		Director since 1994 Term expires in 20102013
		Ms. Pyle is President and Chief Executive Officer of Judith Dion Pyle and Associates, a financial services company located in Middleton, Wis. Prior to assuming her current position in 2003, she served as Vice Chair of The Pyle Group, a financial services company located in Madison, Wis. She previously served as Vice Chair and Senior Vice President of Corporate Marketing of Rayovac Corporation, a battery and lighting products manufacturer located in Madison, Wis. In addition, Ms. Pyle is a Directordirector of Uniek, Inc. Ms. Pyle has served as a Director of AEC since 1992 and of IPL since 1998. Ms. Pyle’s experience in operations, marketing, human resources and diversity initiatives led to the conclusion that she should serve on our Board of Directors.
		CAROL P. SANDERS Age 43		Director since 2005 Term expires in 2012
		Ms. Sanders has been the Chief Financial Officer and Treasurer of Jewelers Mutual Insurance Company of Neenah, Wis., a nationwide insurer that specializes in protecting jewelers and personal jewelry, since 2010. She previously served as Chief Financial Officer and Corporate Secretary since 2004. She previously served as Controller and Assistant Treasurer of Sentry Insurance located in Stevens Point, Wis. from 2001 to 2004. Ms. Sanders has served as a Director of AEC and IPL since 2005. Ms. Sanders is Chairperson of the Audit Committee and an audit committee financial expert. Ms. Sanders’ experience with publicly traded companies, operations, customer perspectives, regulatory matters, human resources and technology matters led to the conclusion that she should serve on our Board of Directors.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors has standing Audit; Compensation and Personnel; Nominating and Governance; Environmental, Nuclear, Health and Safety; Capital Approval;Approval and Executive Committees. The Board of Directors has adopted formal written charters for each of the Audit, Compensation and Personnel, and Nominating and Governance Committees, which are available free of charge, on the Alliant Energy web site atwww.alliantenergy.com/investors under the “Corporate Governance” caption or in print to any shareowner who requests them from our Corporate Secretary.caption. The following is a description of each of these committees. Joint meetings in the descriptions below refer to meetings of the committees of the Company, Alliant Energy IPL and Resources.IPL.

Audit Committee

The Audit Committee held sevensix joint meetings in 2008.2010. The Committee currently consists of C. P. Sanders (Chair), M. L. Bennett, D. B. Hazel, and D. A. Perdue. Each of the members of the Committee is independent as defined by the New York Stock Exchange (“NYSE”) listing standards and SEC rules. The Board of Directors has determined that Ms. Sanders and the other three Audit Committee members qualify as “audit committee financial experts” as defined by SEC rules. The Audit Committee is responsible for assisting Board oversight of: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications and independence; and (4) the performance of our internal audit function and independent registered public accounting firm. The Audit Committee is also directly responsible for the appointment, retention, termination, compensation and oversight of our independent registered public accounting firm.

Compensation and Personnel Committee

The Compensation and Personnel Committee held sevenfive joint meetings in 2008.2010. The Committee currently consists of A. K. Newhall (Chair), D. B. Hazel, J. D. C. OestreichPyle and C. P. Sanders. Each of the members of the Committee is independent as defined by the NYSE listing standards and SEC rules. This Committee reviews and approves corporate goals and objectives relevant to chief executive officer compensation and the compensation of the other principal executive officers, evaluates the chief executive officer’s performance and determines and approves as a committee, or together with the other independent directors, the chief executive officer’s compensation level based on its evaluation of the chief executive officer’s performance in addition to reviewing and approving the recommendations of the chief executive officer with regard to the other executive officers. The Committee has responsibilities with respect to our executive compensation and incentive programs and management development programs. It also makes recommendations to the Nominating and Governance Committee regarding compensation for the non-management directors.

To support the Committee in carrying out its mission, the Committee has the authority to engageretain and terminate the services of outside advisors, experts and others to assist the Committee with the expense of such outside consultants provided for by us.Alliant Energy. For 2008,a portion of 2010, the Committee formally engaged Towers PerrinWatson as an outside compensation consultant to

serve as an advisor in evaluating the compensation of our chief executive officer, other named executive officers and our outside non-management directors. Towers PerrinWatson also provides assistance and serves as an advisor and provides market information and trends regarding executive compensation programs; provides benchmarking and competitive market reviews of our executive officer total compensation; assists with the design of our short- and long-term incentive programs and executive retirement programs as well as assisting management with the implementation of these programs; and provides technical considerations and actuarial services.other consulting services at the request of the Committee. In October 2010, the Committee engaged Pay Governance LLC as an outside independent compensation consultant to perform the specific executive compensation consulting services previously provided by Towers Watson. Alliant Energy provides forwill pay the appropriate funding,fees as determined by the Committee for payment of fees and upon its request and related out of pocket expenses to Towers Perrin. The Committee has the authority to retainWatson and terminate the outsidePay Governance LLC. For executive compensation consultant. consulting services provided in 2010, these fees totaled approximately $57,000 for Towers Watson and approximately $37,000 for Pay Governance LLC.

During 2008 and previously,2010, Towers Perrin,Watson, through a separate part of its organization, also provided certain services for management purposes that are recommended and approved by members of management, including Alliant Energy’s chief executive

officer, vice president of shared services, chief— human resources, officer, and/orand the director of total rewards. In the capacity as a consultant to management, Towers PerrinWatson provides competitive market data, actuarial services, and business and technical insight,employee benefits consulting, but does not recommend pay program and pay level changes. In 2010, Towers Watson was paid approximately $1,233,000 for services provided to management and Alliant Energy’s employee benefit plans. The Committee was aware of and acknowledged the services provided for management by Towers Watson when it engaged Towers Watson. The Committee determined that the measures taken to ensure the independence of the advice given by Towers Watson to the Committee were appropriate. The Committee took additional action during 2010 to ensure the independence of the advice provided by its compensation consultant by engaging Pay Governance LLC as its compensation consultant.

The Committee reviews and approves all elements of our executive compensation programs. Our chief executive officer provides input to the Committee in the assessment, design and recommendation of executive compensation programs, plans and awards. Annually, the chief executive officer reviews with the Committee market data provided by Towers PerrinWatson about the comparable companies that are identified as our peer group to help verify survey job information adequately captures officers’ duties. Based on that data, the chief executive officer recommends to the Committee base salary adjustments and short- and long-term incentive targets in relation to external market data while also considering internal equity considerations and executive officers’ individual performance. The chief executive officer provides recommendations to the Committee for total annual compensation of executive officers. The chief executive officer does not, however, make any recommendation to the Committee regarding his own compensation. Further, the chief executive officer and other executive officers assess the performance of those executive officers reporting to them. The chief executive officer is invited to attend all Committee meetings to provide an update of progress made towards achievement of annual performance goals and to provide management’s views on compensation program design features and components.

The Committee has reviewed and approved the charter for our internal Total Compensation Committee made up of vice presidents of our energy delivery, generation, finance/treasury, shared servicesfinance, legal and operationshuman resources business units. The Committee has delegated to the Total Compensation Committee various powers of design and administration associated with our employee benefit plans for salaried and hourly employees. The Committee reviews the minutes and actions of the Total Compensation Committee. The Committee has also reviewed and approved the charter for our internal Investment Committee. The Investment Committee is made up of voting members and non-voting members. The voting members include vice presidents ofofficers in our finance/treasury, accountinghuman resources, energy delivery and shared servicesaccounting business units. Non-voting members include an assistant treasurers, directortreasurer, directors of business and financial performance for sharedcorporate services and energy delivery, a lead treasury analyst and the director of total rewards. The Committee has delegated to the Investment Committee various powers regarding managing investment assets of our benefit and compensation plans and programs. The Committee reviews the investment policies related to these benefit and compensation plans on an annual basis.

Nominating and Governance Committee

The Nominating and Governance Committee held threefour joint meetings in 2008.2010. The Committee currently consists of M. L. Bennett (Chair), J. A. Leach, S. B. McAllister, D. C. Oestreich and D. A. Perdue and J. D. Pyle.Perdue. Each of the members of the Committee is independent as defined by the NYSE listing standards and SEC rules. This Committee’s responsibilities are to: (1) identify individuals qualified to become Board members, consistent with the criteria approved by the Board, and to recommend nominees for directorships to be filled by the Board or shareowners; (2) identify and recommend Board members qualified to serve on Board committees; (3) develop and recommend to the Board a set of corporate governance principles; (4) oversee the evaluation of the Board and our management; (5) oversee our related person transaction policy; and (6) advise the Board with respect to other matters relating to our corporate governance.

The Committee is responsible for evaluating nominees for director and director candidates based on such general and specific criteria and for seeking to assure that the specific talents, skills and other characteristics that are needed to increase the Board’s effectiveness are possessed by an appropriate combination of directors. Our Corporate Governance Principles, as adopted by the Board of Directors, provide insight for the Committee on the consideration of appropriate criteria for director nominees.

In making recommendations of nominees to serve as directors to the Board of Directors, the Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nomineesource of the recommendation and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. However, the Committee believes that, to be recommended as a director nominee, each candidate must:

The Committee also believes the following qualities or skills are necessary for one or more directors to possess:

The Committee has determined that each nominee for director as well as each continuing member of the Board of Directors possesses the applicable criteria for directors outlined above. In addition, the Committee annually reviews particular attributes, qualities and skills attendant to the members of our Board of Directors and documents this annual assessment through the use of a directors’ skills matrix that assesses directors’ experiences and expertise in areas such as public company environment, finance, operations, customer perspective, regulatory and public affairs, legal, human resources, technology, environment and safety, and diversity initiatives. Diversity is a component of our core value of respect. We strive to create a workplace where people of diverse backgrounds, talents and perspectives support our mission. Diversity is reflected in our directors’ skills matrix, in the criteria specified for use in the evaluation of our director nominees by the Committee and in the Board of Directors’ responsibilities in advising and counseling management. Specifically, our Corporate Governance Principles provide that the Board of Directors is responsible for using the broad range of experiences and perspectives of directors to advise and counsel management, both in meetings and in informal consultations, on significant issues facing the Company. In its annual performance evaluation, the Committee assesses whether it effectively identifies individuals qualified to be nominated to the Board of Directors for election by the shareowners consistent with the criteria approved by the Board. We believe that our Board of Directors has been effective in assembling a diverse body of individuals as measured by the criteria of age, gender, race and professional experience specified in our Corporate Governance Principles.

The Committee will consider nominees recommended by shareowners in accordance with our Nominating and Governance Committee Charter and theour Corporate Governance Principles. Any shareowner wishing to make a recommendation should write to our Corporate Secretary and include appropriate biographical information concerning each proposed nominee. The Corporate Secretary will forward all recommendations to the Committee.

We and the Committee maintain a file of recommended potential director nominees, which is reviewed at the time a search for a new director needs to be performed. To assist the Committee in its identification of qualified director candidates, the Committee may engage an outside search firm.

The Committee has the responsibility to periodically review and make recommendations to the Board regarding policies and procedures for selection of the chief executive officer and succession planning in the event of an emergency or the retirement of the chief executive officer. The Committee, in conjunction with the full Board, discusses succession planning and other management development issues at least annually and more often, as necessary.

The Committee is responsible for ensuring that new Board members have an appropriate orientation to our company and their responsibilities as directors to permit them to become familiar with the industry, business units and corporate governance processes of our company. The Committee is also responsible for ensuring that a process is in place to provide educational opportunities on an ongoing basis to help assure that each director has the necessary skills to perform his or her responsibilities as a director. The Committee has established an aspirational continuing education guideline for approximately one half of the board members to attend a continuing education program every year.

Environmental, Nuclear, Health and Safety Committee

The Environmental, Nuclear, Health and Safety Committee held three joint meetings in 2008.2010. The Committee currently consists of D. C. Oestreich (Chair), J. A. Leach, S. B. McAllister, A. K. Newhall and J. D. Pyle. Each of the members of the Committee is independent as defined by the NYSE listing standards and SEC rules. The Committee’s responsibilities are to review environmental policy and planning issues of interest to us, including matters involving our company before environmental regulatory agencies and compliance with air, water and waste regulations. The Committee also reviews health-health and safety-safety related policies, activities and operational issues as they affect employees, customers and the general public. In addition, the Committee reviews issues related to nuclear generating facilities from which we and IPL purchase power.

Capital Approval Committee

The Capital Approval Committee held one meetingno meetings in 2008.2010. The Committee currently consists of M. L. Bennett, A. K. Newhall and D. C. Oestreich. Mr. Harvey is the Chair and a non-voting member of this Committee. The purpose of this Committee is to evaluate certain investment proposals where (1) an iterative bidding process is required, and/or (2) the required timelines for a proposal would not permit the proposal to be brought before a regular meeting of the Board of Directors and/or a special meeting of the full Board of Directors is not practical or merited.

Executive Committee

The Executive Committee held no meetings in 2008.2010. The Committee currently consists of M. L. Bennett, A. K. Newhall, D. C. Oestreich and C. P. Sanders.Sanders, each the Chairperson of a committee. Mr. Harvey is the Chair and a non-voting member of this Committee. The purpose of this Committee is to possess all the powers and authorities of the Board of Directors when the Board is not in session, except for the powers and authorities excluded for such a Committee under the Wisconsin Business Corporation Law. The Committee meets only when a regular, or special, Board of Directors meeting, or a meeting of the Capital Approval Committee, would be impractical and an important need exists that requires action.

Attendance and Performance Evaluations

The Board of Directors held seven joint meetings during 2008.2010. Each director attended at least 75% of the aggregate number of meetings of the Board and Board committees on which he or she served.

The Board and each Board committee conduct performance evaluations annually to determine their effectiveness and suggest improvements for consideration and implementation. In addition, the Compensation and Personnel Committee evaluates Mr. Harvey’s performance as chief executive officer on an annual basis.

Board members are not expected to attend our annual meetings of shareowners. None of the Board members were present for our 20082010 Annual Meeting.

CORPORATE GOVERNANCE

Corporate Governance Principles

TheOur Board of Directors has adopted Corporate Governance Principles that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The Corporate Governance Principles are available free of charge, on the Alliant Energy web site atwww.alliantenergy.com/investors under the “Corporate Governance” caption or in print to any shareowner who requests them from our Corporate Secretary.caption.

The Board of Directors has adopted certain categorical standards of independence to assist it in making determinations of director independence under the NYSE listing standards. Under theseThe categorical standards are available in Appendix A to our Corporate Governance Principles available on the following relationships that currently exist or that have existed, including duringAlliant Energy web site atwww.alliantenergy.com/investors under the preceding three years, willnot be considered to be material relationships that would impair a director’s independence:“Corporate Governance” caption.

In addition, any relationship that a director (or an “immediate family member” of the director) previously had that constituted an automatic bar to independence under NYSE listing standards will not be considered to be a material relationship that would impair a director’s independence three years after the end of such relationship in accordance with NYSE listing standards.

The Board of Directors also gave consideration to certain other factors in relation to an independence determination. Messrs. Bennett, Hazel, Oestreich and Ms. Pyle serve (or served during 2010) as executive officers and/or directors of companies that are customers or, in the case of us or our public utility affiliates.Mr. Bennett, suppliers of the Company and IPL. These customercustomer/supplier relationships do not constitute a material relationship under theNYSE listing standards cited above or the SEC rules governing related person transactions. Mr. Leach is a shareowner in an electrical supply company that has not done any business with us or our public utility affiliates in a substantial number of years. However, each of these circumstances was evaluated under the applicable NYSE listing standards and SEC rules and, in the case of Mr. Leach, the Federal Energy Regulatory Commission regulations.rules. The Board determined that these factors did not impair the independence of these directors.

Based on these standards and this evaluation, the Board of Directors has affirmatively determined by resolution that each of Messrs. Bennett, Hazel, Oestreich, Perdue and LeachPerdue and Mses. McAllister, Newhall, Pyle and Sanders has no material relationship with us and, therefore, is independent in accordance with the NYSE listing standards. The Board of Directors will regularly review the continuing independence of the directors.

The Corporate Governance Principles provide that at least 75% of the members of the Board of Directors must be independent directors under the NYSE listing standards. The Audit, Compensation and Personnel, and Nominating and Governance Committees must consist of all independent directors.

Related Person Transactions

We have adopted a written policy that we will annually disclose information regarding related person transactions that is required by regulations of the SEC to be disclosed, or incorporated by reference, in our Annual Report on Form 10-K. For purposes of the policy:

The term related person“related person” means any of our directors or executive officers, or nominee for director, and any member of the “immediate family”immediate family of such person.

A related person transaction is generally a consummated or currently proposed transaction in which we were or are to be a participant and the amount involved exceeds $120,000, and in which the related person had or will have a direct or indirect material interest. A related person transaction doesnot include:

Furthermore, a related person is not deemed to have a material interest in a transaction if the person’s interest arises only (i) from the person’s position as a director of another party to the transaction; (ii) from the ownership by such person and all other related persons, in the aggregate, of less than a 10% equity interest in another person (other than a partnership) that is a

party to the transaction; (iii) from such person’s position as a limited partner in a partnership and all other related persons have an interest of less than 10% of and the person is not a general partner of or holds another position in, the partnership; and (iv) from both such director position and ownership interest. Pursuant to the policy, each of our executive officers, directors and nominees for director is required to disclose to the Nominating and Governance Committee of the Board of Directors certain information regarding the related person transaction for review, approval or ratification by the Nominating and Governance Committee. Such disclosure to the Nominating and Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction.

The Nominating and Governance Committee’s decision whether or not to approve or ratify the related person transaction should be made in light of the Committee’s determination as to whether consummation of the transaction is believed by the Committee to not be, or to have been contrary to, the best interests of our Company.company. The Committee may take into account the effect of a director’s related person transaction on such person’s status as an independent member of our board of directors and eligibility to serve on board committees under SEC and NYSE rules.

Based on these standards, we had no related person transactions in 2008,2010, and no related person transactions are currently proposed.

Lead Independent Director;Board Leadership Structure; Executive Sessions

TheOur Bylaws and our Corporate Governance Principles provide that the Board of Directors is responsible to select a Chairperson and a chief executive officer. Our Corporate Governance Principles also provide that the Board of Directors should have the flexibility to decide whether it is best for our company that the two positions be filled by the same individual and that, if the Chairperson of the Board is not an independent director, the chairperson of the Nominating and Governance Committee will be designated the designated “LeadLead Independent Director”Director. The Board of Directors has determined that the positions of Chairperson of the Board and chief executive officer should be held by one individual with the use of a Lead Independent Director. In choosing to combine the roles of Chairperson of the Board and chief executive officer, the Board of Directors has expressed its belief that our management, through the Chairperson and chief executive officer should have the primary accountability, and the responsibility to act as the spokesperson, for us. The Board of Directors believes that maintaining the positions of Chairperson and chief executive officer in a single individual will promote the enhancement of a consistent and accurate message to our investors, employees, customers and other constituencies.

While our Corporate Governance Principles do not grant the Lead Independent Director any special authority over management, both the Board of Directors and management recognize the Lead Independent Director as a key position of leadership within the Board of Directors. Our Corporate Governance Principles do provide that the Lead Independent Director will preside as the chair at meetings orregular executive sessions of the Board without management participation. We believe that the use of a Lead Independent Director has proven effective for us and has greatly assisted with the facilitation of communication of important issues between the Board of Directors and the chief executive officer. Subsequent to the adoption of our Corporate Governance Principles formally establishing the Lead Independent Director position, our Lead Independent Director’s role has developed to include additional board governance activities, including the following examples:

As the Chairperson of the Nominating and Governance Committee, Mr. Bennett is currently designated as the Lead Independent Director. At every regular in-person meeting of the Board of Directors, the independent directors meet in executive session with no member of our management present.

Risk Oversight

Our Corporate Governance Principles provide that the Board of Directors is responsible for overseeing and understanding our vision and mission, strategic plans, overall corporate risk profile, risk parameters, annual operating plans and annual budgets and for monitoring whether these plans are being implemented effectively. The Board of Directors annually conducts a broad based risk assessment. In 2010, this risk assessment was conducted in association with reviews by the chief audit executive and the director of strategy and communication. The methodology of the risk assessment identifies key themes and trends, quantifies our key risks and develops mitigation plans and strategies. This assessment provides the platform to develop appropriate audit plans and to ensure resources are devoted to areas having the highest risk. This assessment culminates in the Annual Risk Management Report to the Board of Directors. On an on-going basis, the Audit Committee regularly discusses our policies with respect to risk assessment and risk management, our financial risk exposures and the steps we have taken to monitor and control such exposures. The Board of Directors relies on the Compensation and Personnel Committee to address potential risks arising from our general compensation programs and policies for all employees, and the Committee conducted an assessment in 2010 of these policies and practices to determine whether risks arising from them were reasonably likely to have a material adverse effect on us, as described in further detail under “Compensation Committee Risk Assessment” below.

Communication with Directors

Shareowners and other interested parties may communicate with the full Board, non-management directors as a group or individual directors, including the Lead Independent Director, by providing such communication in writing to our Corporate Secretary, who will post such communications directly to our Board of Directors’ web site.

Ethical and Legal Compliance Policy

We have adopted a Code of Conduct, that serves as our code of ethics, and that applies to all employees, including our chief executive officer, chief financial officer and chief accounting officer, as well as our Board of Directors. We make our Code of Conduct available free of charge, on the Alliant Energy web site atwww.alliantenergy.com/investors under the “Corporate Governance” caption or in print to any shareowner who requests it from our Corporate Secretary.caption. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct by posting such information on the Alliant Energy web site.

OWNERSHIP OF VOTING SECURITIES

All of our common stock is held by Alliant Energy. None of our directors or officers own any shares of our preferred stock. Listed in the following table are the number of shares of Alliant Energy’s common stock beneficially owned as of Feb. 27, 200928, 2011 by (1) the executive officers listed in the Summary Compensation Table, (2) all of our director nominees and directors and (3) all director nominees, directors and the executive officers as a group. The directors and executive officers as a group owned less than 1% of the outstanding shares of Alliant Energy’s common stock on that date. No individual director or officer owned more than 1% of the outstanding shares of Alliant Energy’s common stock on that date.

To our knowledge, no shareowner beneficially owned 5% or more of any class of our preferred stock as of Dec. 31, 2008. The following table sets forth information, as of Dec. 31, 2008,2010, regarding beneficial ownership by the only persons known to us to own more than 5% of Alliant Energy’s common stock. The beneficial ownership set forth below has been reported on Schedule 13G filings with the SEC by the beneficial owners.

Amount and Nature of Beneficial Ownership

None of our directors or officers own any shares of preferred stock. To our knowledge, no shareowner beneficially owned 5% or more of any class of our preferred stock as of Dec. 31, 2010 other than the 4.96% series of preferred stock. The following table sets forth information, as of Dec. 31, 2010, regarding beneficial ownership by the only persons known to us

to own more than 5% of the 4.96% series of preferred stock. The beneficial ownership set forth below has been reported on Schedule 13G filings with the SEC by the beneficial owners.

Amount and Nature of Beneficial Ownership

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Compensation Programs:

The following is a discussion and analysis with respect toof the compensation paid by Alliant Energy to our executive officers listed in the Summary Compensation Table for services performed for us, Alliant Energy and Alliant Energy’s other subsidiaries. References to “we,” “us,” “our,” and similar references in the following discussion and analysis include us, Alliant Energy and Alliant Energy’s other subsidiaries together unless the context indicates otherwise.

Executive Summary

We have designed our executive compensation program to motivate our executive officers to achieve results for our shareowners and customers and reward them for doing so. Our compensation program is designed to link a significant portion of the compensation of our named executive officers to defined performance standards that promote balance between the drive for near-term growth and long-term increase in shareowner value. The compensation we paid in the last three years demonstrates that our compensation program is consistent with our pay for performance philosophy.

In 2010, our financial results improved substantially over the results of 2009 and 2008. The following table shows the pay for performance linkage by displaying the results of our financial performance goals and incentive compensation payouts over the past three years.

At the end of 2010, our relative total shareowner return compared to the S&P Midcap Utility Index performed at the 84^th percentile for the last year and the 82^nd percentile over the last five years. Adjusted utility earnings per share in 2010 were up 44% over 2009. We exceeded our adjusted utility earnings per share target by 9% in 2010, resulting in the first short-term incentive payment in three years. Adjusted cash flows from our utilities and service company exceeded the 2010 target by 46%. In addition, we met or exceeded performance goals related to customer satisfaction, safety and diversity. As a result of the improved financial performance of 2010, the total direct compensation we paid to our executive officers increased in 2010 over 2009 and 2008. Our compensation programs worked as designed by increasing compensation to our executive officers based on our higher earnings growth, operational performance and common stock price.

Our long-term incentive plan is entirely performance-based. The two types of equity awards that make up our long-term incentive plan, performance contingent restricted stock and performance shares, will not vest unless financial performance goals are met. The two financial goals are total shareowner return and earnings growth. In addition, we emphasize long-term incentives for our named executive officers, as they comprise on average, in the aggregate, 49% of their total direct compensation. This creates a strong link between the long-term financial performance for our shareowners and the compensation of our named executive officers.

We have implemented a policy to reduce the amount of perquisites paid to our executive officers. In 2009, we eliminated our flexible perquisite program, which paid an amount of perquisite commensurate with the position of the executive officer, and allowed the executive officer to determine on what to spend the perquisite. In 2010, we eliminated a health care benefit received by executive officers that was more generous than that paid to the balance of our non-bargaining employees, effective in 2011. Elimination of these perquisites strengthens the link between compensation and company performance.

The following discussion describes the elements of our compensation program and explains how it considers the results of our performance when determining our executive compensation.

Objectives of Compensation Programs

We are committed to maintaining a total compensation program for executive officers that:

We believe these objectives attract, retain and motivate a highly proficient workforce.workforce that is actively engaged in producing results for our shareowners and customers.

We adhere to the following compensation principles, which are intended to facilitate the achievement of our business strategies:

Compensation Program Practices

We have many practices that help ensure that our compensation program is aligned with the interests of Alliant Energy shareowners and customers and are supportive of good compensation governance. These practices include:

Alliant Energy’s compensation programs are subject to a thorough review process that includes Committee review and approval of all elements of our executive compensation program; the advice of an independent, third-party compensation consultant engaged by the Committee; and a Committee of independent directors that meets in executive session without management at every meeting.

Benchmarking

We utilizeAlliant Energy utilizes compensation data from companies comparable to Alliant Energy to assess our competitivenessgeneral industry and the energy services sector in base salary and incentivedetermining the appropriate levels of compensation for all officer level positions. Weour executive officers. Although our business is focused in the energy services sector, we believe compensationthat the competitive labor market for our company includes both general industry and the energy services industry, particularly for those executives who serve in a general management capacity. Compensation programs at these comparable companies shouldboth in general industry and the energy services industry therefore serve as a benchmark for what constitutes competitive compensation.

The comparable companies inbenchmark data from the energy and utility industry that we used for benchmarking in 20082010 were drawn from Towers Perrin’s 2007Watson’s 2009 Energy Services Industry Executive Compensation Database (the “2007“2009 Energy Services database”), a survey which comprises nearly all investor-owned U.S. utilities. The general industry data were obtained from Towers Perrin’s 2007Watson’s 2009 General Industry Executive Compensation Database, a survey of over 800 companies the majority of which are Fortune 1000 companies (the “2007“2009 General Industry database”). In using these broad-based surveys, we considered only aggregate data and did not select any individual companies for comparison. All of the survey data were agedupdated to Jan. 1, 2008January 2010 using a 3.75%3% annual update factor.factor, as 3% was the anticipated average annual increase for the survey companies. The data from each of the companies in both

databases were adjusted to reflect how the data compare to companies of similar revenue size using regression analysis.size-adjusted based on gross revenue. Our Compensation and Personnel Committee, or Committee, used this adjusted benchmark data, among other factors, to determine appropriate levels of pay in 2008 to2010 for our named executive officers. We refer to this adjusted data of companies comparable to Alliant Energy used bythe median in these surveys as our Compensation and Personnel Committee to determine appropriate levels of pay to our executive officers as the “peer group”“market reference point” throughout the following discussion.

For general management positions, including four of the named executive officers,Mr. Harvey’s, Ms. Kampling’s and staff positions,Ms. Swan’s, equally blended energy industry and general industry data from these databases are used as the targetour market reference point for compensation, reflecting the broader talent market for these jobs and the fact that we operateAlliant Energy operates in some diversified businesses. For utility-specific operating positions, including Mr. Aller’s one of the named executive officers,and Ms. Doyle’s, energy industry data are used as the target market.our market reference point. Overall,Alliant Energy’s revenue is ranked between the median and the average revenue of the companies in the 20072009 Energy Services database. Towers Perrin advisedWatson provided market data to our Compensation and Personnel Committee on setting compensation for our named executive officers for 2008.Committee. See “Meetings and Committees of the Board –— Compensation and Personnel Committee” for more details.

Compensation Elements and Design

The major elements of the executive compensation program are base salary, short-term (annual) incentives, long-term (equity) incentives and other benefits. In setting the level for each major component of compensation, we consider an executive officer’s total compensation (which consists of all elements of compensation including employee benefit and perquisite programs), our market reference point, the current market for talent, our historic levels of compensation, company culture, individual and company performance, and internal equity. We aim to strike an appropriate balance among base salary, short-term incentive compensation and long-term incentive compensation. Our goal is to provide an overall compensation package for each executive officer that is competitive with the packages offered to similarly situated executive officers within the peer group.survey companies. To achieve that goal, we target each element of compensation to the median levels withinof the peer group. Total direct compensationsurvey data.

We also have a goal to reward performance. To accomplish this goal, we weight performance-based incentive pay more heavily than other elements of our named executive officersofficers’ total direct compensation, which consists of base salary and short-term and long-term incentive pay. In 2010, incentive pay (both short-term and long-term) that we weight such that incentive pay accountsaccounted for 52-77%54%-77% of target total direct compensation. Mr. Harvey’s target incentive paycompensation for 2008 was 77% of total direct compensation. In establishing the 2008 compensation reported, in the aggregate, our named executive officers were paid, on average, base salaries 2% below the median of the peer group, target cash compensation 3% below the median of the peer group and total direct compensation 6% below the median of the peer group.officers. The following table shows the breakdown for each of our named executive officers in 20082010 of the total direct compensation pay mix. The amountsfigures in this table were calculated using targeted compensation for 20082010 and therefore may differ from the actual payments for 20082010 as reported in the Summary Compensation Table below.

The column titled “Short-Term Incentive as a % of Total” is the percentage of the total direct compensation represented by a target payout of incentive compensation under Alliant Energy’s short-term incentive plan. We made no payment to named executive officers for 2008 under the short-term incentive plan.

Base Salary

We pay base salaries to assure management with a level of fixed compensation at competitive levels to reflect their professional skills, responsibilities and performance to attract and retain key executives. We adjust base salaries taking into consideration both changes in the market, changes in responsibilities and performance against job expectations.

The Committee considers salaries that fall within 15% above or below the median salaries for similar positions in the peer group to be competitive. The Committee will We also consider the nature of the position, the responsibilities, skills and experience of the officer, and his or her past performance.

The Committee considers salaries that fall within 15% of our market reference point to be competitive. We may adjust base salaries to keep current with the peer group,our market reference point, to recognize outstanding individual performance or to recognize an increase in responsibility.

The Committee adjusted Mr. Harvey’s salary from $810,000 to $845,000 in 2008 based on a review of comparable chairman and chief executive officers within the peer group. Mr. Harvey’s base salaryfor 2010 was 9%$875,000, which was slightly below the median of the peer groupblended energy industry and 1% below the median of Towers Perrin’s 2007 Energy Services database. We believe Mr. Harvey’s salary is competitive as it is near the median of the 2007 Energy Services database and within 15% of the peer group. In addition, we targetgeneral industry market reference point. Mr. Harvey’s incentive compensation elements are targeted to the median of the peer group,blended benchmark data, and believe they are generally higher than the 20072009 Energy Services database.reference point but lower than the 2009 General Industry reference point. This results in more emphasis on incentive pay for our CEO,chief executive officer, which we believe creates a stronger link between pay and performance.

Ms. Kampling’s salary was set at $385,500 at the beginning of 2010 and raised to $500,000 later in 2010. The Committee adjustedconsidered the competitive market for chief financial officers, retention and succession planning objectives, and the additional responsibilities Ms. Kampling had been assigned when increasing her salary.

The salaries of ourthe other named executive officers, as follows: Mr. Protsch from $476,000 to $495,000; Ms. Swan from $361,000 to $375,000; Mr. Aller from $257,500 to $267,500; and Ms. Doyle from $236,000 to $255,000.which are reported in the Summary Compensation Table below, were near the median of our market reference point. The Committee adjustedconsidered the market data, the elimination of the flexible perquisite program and the salary freeze in 2009 when setting executive officers’ salaries based on the peer group information provided by Towers Perrin as well as the internal considerations described earlier. We believe the salaries are all competitive with similar positions in the peer group.for 2010.

Short-Term Incentives

Our executive officers, including our named executive officers, are eligible to participate in the Alliant Energy Management Incentive Compensation Plan, or MICP, which is Alliant Energy’sour short-term (annual) incentive plan. The MICP provides executive officers with direct financial incentives in the form ofopportunity for annual cash bonuses tied directly to the achievement of our and Alliant Energy’s financial, strategiccompany and individual performance goals. The MICP encourages executive officers to achieve superior annual performance on key financial, strategic and operational goals. By setting annual goals, the Committee endeavors to drive annual performance and align the interests of management with the interests of our shareowners and customers.

The Committee seeks to set MICP opportunities at the median short-term incentive target levels compared to our benchmark data, measured as a percentage of base salary, for comparable positions in the peer group.salary. MICP targets in 20082010 were 95% of base salary for Mr. Harvey; 70% for Mr. Protsch; 55%Harvey, 65% for Ms. Swan;Kampling, 60% for Ms. Swan, and 45% for Mr. Aller;Aller and 40% for Ms. Doyle. MICP target levels of all of our named executive officers are within 2% of our market reference point. The maximum possible individual payout for all executive officers was two times the target percentage. This range aligns with our desire to emphasize variable at riskat-risk compensation.

We pay incentives from a pool of funds that Alliant Energy establishes for MICP payments. The Committee establishes threshold company-wide goals, which it derives from Alliant Energy’s strategic plan and from operational benchmarks intended to benefit shareowners, customers and employees. These company-wide goals determine the funding level of an incentive pool. Diluted adjusted earnings per share from continuing operations of our Company and IPL which together we refer to as the utilities, determines the funding level of 85% ofwhether or not the incentive pool.pool will be funded. If the adjusted utility earnings per share targetthreshold is not met, then the incentive pool is not funded and no incentives are paid under the MICP. For 2008,After the thresholdadjusted utility earnings per share was $2.33, which was the midpointthreshold is met, then a percent of the 2008incentive pool is funded based on the achievement of goals. If all goals are met at target level, the incentive pool is funded at 100% of target. The size of the incentive pool will vary, from 20% to 150% of target, based on adjusted utility earnings per share guidance provided by Alliant Energy atperformance. As a result, the end of 2007. Cash flows from the utilities and Alliant Energy’s service company subsidiary determine the funding level for 15%amount of the short term incentive pool. awards is tied directly to company financial performance.

The cash flow target for 2008 was $502 million. If the cash flow target is not met, the Committee is not required to fund the 15% of the incentive pool represented by cash flow.company-wide goals, targets and actual 2010 performance were:

We factor the level of individual performance as compared

In addition to the company-wide performance goals, we consider individual performance goals into individual award amounts after the pool has been funded.when determining an executive’s actual incentive payment amount. Individual awards may range from 0% to 200% of the targeted payment based on an individual’s achievement of performance goals. The Committee makes judgments about achievement of performance goals by the chief executive officer.officer’s achievement of individual performance goals. Achievement of performance goals for the other executive officers is judged by the chief executive officer or the executive to whom the executive officer reports, in consultation with the Committee. The Committee approves the final assessment of individual achievement compared to performance goals and final payment of awards to all executive officers under the MICP.

Individual performance goals are reviewed and established by the Committee to assistearly in the determination of individual awards underyear. The Committee derives the MICP. Individual performance goals are derived from Alliant Energy’s strategic plan and from operational benchmarks intended to benefit our shareowners, customers and employees. Our Committee believes that using Alliant Energy’s strategic plan to set

Mr. Harvey’s individual performance goals aligns the executives’ incentive compensation with Alliant Energy shareowner interests. Our Committee also believes that using operational benchmarks to set individual performance goals aligns the executives’ incentive compensation with customer interests.

Mr. Harvey’s performance goals for 20082010 included financial goals of achieving Alliant Energy consolidated adjusted earnings per diluted share from continuing operations of $2.65, which was the midpoint of the 2008 earnings guidance issued by Alliant Energy in December 2007,$2.60 and achieving cash flows from operations at the utilities andmeeting financial targets for Alliant Energy’s service company subsidiary, of $502 million in aggregate. These financial goals were weighted at 50%. In addition,RMT, Inc. Mr. Harvey’s goals included development and communication of a long-term strategic plan and management development and succession planning. The Committee determined that, in aggregate, Mr. Harvey achieved his goals at target level, or 100%.

Ms. Kampling’s individual performance goals for 2010 included achieving Alliant Energy consolidated adjusted earnings per diluted share from continuing operations of $2.60, development and communication of a long-term strategic plan, constructive outcomes for the Company and IPL base rate cases, and improvement of business unit efficiencies. Ms. Kampling was deemed to have achieved her goals in aggregate at target level, or 100%.

Ms. Swan’s individual performance goals for 2010 included achieving a constructive outcome in the Company’s base rate case, improving business unit efficiencies, advocating to achieve manageable new governmental rules and regulations, and managing litigation to achieve satisfactory or favorable outcomes. Ms. Swan was deemed to have achieved her goals in aggregate at target level, or 100%.

Ms. Doyle’s individual performance goals for 2010 included development and communication of a long-term strategic plan, achieving certain targets related to deployment of advanced metering infrastructure at the Company, meeting certain milestones related to the proposed coal plants for us and IPL;electric reliability targets, meeting certain milestones relatedbusiness unit financial targets, and improvement of business unit efficiencies. Ms. Doyle was deemed to have achieved her goals in aggregate at target level, or 100%.

Mr. Aller’s individual performance goals for 2010 included meeting financial targets for certain of Alliant Energy’s non-regulated businesses, implementation of our wind strategy, meeting wind yield performance targets, achieving a constructive outcome in the proposed wind projects for us and IPL;IPL base rate case, meeting certain milestones related totargets implementing our clean air compliance program, projects; achieving no fines for non-compliance with environmental laws and regulations;divesting Alliant Energy’s subsidiary, Industrial Energy Applications, Inc. Mr. Aller was deemed to have achieved his goals in aggregate at target level, or 100%.

The company-wide goals and obtaining targeted savings from Lean

Six Sigma and related process improvements. Thesethe individual goals which are referredcombined to as execution goals, were weighted at 30%. Mr. Harvey’s corporate well-being goals included achieving safety targets and employee and supplier diversity goals. The Committee established several targetsdetermine the short term incentive payment for each executive officer. The company-wide performance of the safety and diversity goals.130% was multiplied by each named executive officer’s individual performance scores to set their final annual incentive payments. The Committee determined that the goalsindividual short-term incentive payments made for 2010 are reported below in the diversity category were to be graded on a sliding scale to reward significant gains in diversity even if the full target wasSummary Compensation Table.

Design changes for future awards

The 2011 short-term incentive plan does not achieved. The Committee determined that the goals in the safety category were to be graded on a pass/fail system whereby if one milestone for safety was not met, then the whole category of safety could not be considered accomplished. The corporate well-being goals were weighted at 20%.

Mr. Protsch’s financial goals for 2008 were the same as for Mr. Harvey. These financial goals were weighted at 50%. Mr. Protsch also had execution goals of meeting certain milestones related to the proposed coal plants for us and IPL; achieving reasonable and timely approval of our base rate case; and obtaining targeted savings from Lean Six Sigma and related process improvements. These execution goals were weighted at 30%. In addition, Mr. Protsch had corporate well-being goals similar to Mr. Harvey’s, which were weighted at 20%.

Ms. Swan’sinclude individual performance goals for 2008 included financialexecutive officers. The executive officers’ incentive awards in 2011 will be based on achievement of company-wide goals of utility earnings per share from utility continuing operations of $2.33, which was the midpoint ofas may be adjusted according to Alliant Energy’s 2008 utility earnings guidance issued in December 2007, and achieving2010 Omnibus Incentive Plan, adjusted cash flows from operations at the utilities and Alliant Energy’s service company, subsidiary of $502 million in aggregate. These financial goals were weighted at 50%. Ms. Swan also had execution goals, including meeting certain milestones related to the proposed coal plants for uscustomer satisfaction, safety, diversity, availability and IPL; meeting certain milestones related to the proposed wind projects for us; obtaining targeted savings from Lean Six Sigma and related process improvements; and achieving specified customer service and reliability standards for us. These execution goals were weighted at 30%. Finally, Ms. Swan had corporate well-being goals similar to Mr. Harvey’s weighted at 20%.

Mr. Aller’s financial goals for 2008 included the same financial goals as Mr. Harvey. In addition, Mr. Aller had financial goals related to the consumer products, fleet services and transportation divisions of Alliant Energy that he oversees. These financial goals were weighted at 50%. Mr. Aller also had execution goals, including meeting certain milestones related to the proposed coal plants for us and IPL; meeting certain milestones related to the proposed wind projects of IPL; achieving no fines for non-compliance with environmental laws and regulations; obtaining targeted savings from Lean Six Sigma and related process improvements; and achieving specified customer service and reliability standards for IPL. These execution goals were weighted at 30%. In addition, Mr. Aller had corporate well-being goals similar to Mr. Harvey’s, which were weighted at 20%.

Ms. Doyle’s financial goals for 2008 were the same as for Ms. Swan and were weighted at 50%. Ms. Doyle’s execution goals included meeting certain milestones related to the proposed coal plants for us and IPL; meeting certain milestones related to the proposed wind projects for us and IPL; meeting certain milestones related to clean air compliance program projects; meeting certain regulatory milestones related to our base rate case; and obtaining targeted savings from Lean Six Sigma and related process improvements. These execution goals were weighted at 30%. Finally, Ms. Doyle had corporate well-being goals similar to Mr. Harvey’s weighted at 20%.

Alliant Energy’s strategic planning department is responsible for initial drafting of the performance goals, which is done to ensure that thereliability. The Committee eliminated individual performance goals for the 2011 short-term incentive awards to preserve the tax deductibility of the awards, which were granted under Alliant Energy’s 2010 Omnibus Incentive Plan as performance-based compensation within the meaning of Internal Revenue Code Section 162(m). The Committee believes the company-wide goals are objective and quantifiable. The Committee also believes that by paying incentives based on these specific financial and customer-driven goals, the short-term incentive plan is more closely aligned with the strategic plan. The chief executive officer provides recommendations to the Committee in reference to the applicable performance goals that should be implemented for eachinterests of the named executive officers (other than for himself) depending on the strategicour customers and functional responsibility of these officers. The chief executive officer is afforded discretion on the implementation of the performance goals for the other executive officers to keep continuity between the goals of the chief executive officer and those of the other executive officers. The Committee evaluates and ultimately approves all of the corporate and individual performance goals under the MICP for all of the executive officers. The goals are weighted. Individual performance goals are designed to be achievable but substantially challenging.

Alliant Energy’s utility earnings per share for 2008 was $2.19, which fell below the threshold utility earnings per share of $2.33 established to fund the incentive pool. The Committee determined that the threshold utility earnings per share was not met. Therefore, Alliant Energy did not pay incentives to our named executive officers under the MICP for 2008. The Committee did not consider achievement of individual performance goals when determining awards under the MICP because the threshold for incentive payments under the 2008 MICP was not met.shareowners.

Long-Term Incentives

Alliant Energy awardsWe award long-term incentive compensation based on the achievement of longer-term, multi-year financial goals. We believeLong-term, at-risk incentive payments account for 33%-56% of our named executive officers’ total targeted compensation, appropriately reflecting our compensation program’s emphasis on the long-term financial strength of the company.

Long-term incentive compensation aligns executives’ interests with those of Alliant Energy’s and our shareowners by compensatingissued to executive officers for long-term achievement of financial goals. Long-term incentive compensationin 2010 and earlier, takes the form of Alliant Energy equity awards granted under ourAlliant Energy’s 2002 Equity Incentive Plan, as amended and restated.

Plan. Equity awards were granted under the Alliant Energy determinesCorporation’s 2010 Omnibus Incentive Plan, which was adopted by Alliant Energy’s shareowners at its last years’ annual meeting, beginning in 2011. All of the equity awards granted to executive officers under our long-term incentive plans are performance based and will be forfeited if performance results are not achieved.

We determine the value of each executive officer’s long-term incentive amountsopportunity by benchmarking totargeting the median value of long-term incentives paid by the peer group,opportunities of our market reference point, assessing the individual performance of the executive officer and internal equity among our executives, and considering the competitiveness of the total direct compensation package. Based on these factors, the Committee approved, as a percentage of base salary, the following values of the long-term incentives awarded to the named executive officers for 2008:2010: 250% for Mr. Harvey;Harvey, 150% for Mr. Protsch;Ms. Kampling, 125% for Ms. Swan;Swan, 70% for Mr. Aller;Aller and 70% for Ms. Doyle. The target levels of all of our named executive officers are within the target levels for similar positions compared to our market reference point. The Committee approves the dollar value of the long-term equity awards prior to the grant date. We grantAlliant Energy grants the number of shares of Alliant Energy sharesstock necessary to approximate that dollar value based on the fair market value of Alliant Energy’sour share price on the grant date. The grant price used for accounting purposes is fair market value of Alliant Energy’s common stock on the grant date. Our shares are not used for long-term incentive compensation.

The long-term incentive awards consist of performance contingent restricted stock and performance shares. Alliant Energy believesWe believe these two types of long-term equity awards provide incentives for our executive officers to produce value for our and Alliant Energy’s shareowners over the long-term on both an absolute basis and a relative basis. Performance contingent restricted stock granted in 2008 vests if Alliant Energy’s consolidated income from continuing operations achieves 19%specified growth whichin two, three or four years. This rewards absolute long-term growth. We set the rate of growth required for the performance contingent restricted stock to vest based on Alliant Energy’s strategic plan. Performance shares vest and pay-outpay out at varying levels depending on Alliant Energy’s relative total shareowner return as compared to the companies comprising the S&P Midcap Utilities Index, whichIndex. This rewards relative total shareowner return. The Committee granted long-term equity awards in 20082010 consisting of 50% performance shares and 50% performance contingent restricted stock and 50% performance shares to equally reward bothemphasize absolute and relative long term growth and total shareowner return.

Performance contingent restricted stock granted prior to 2008 vests iflong-term growth. We discontinued the use of Alliant Energy consolidated earnings per share from continuing operations achieves 116% growth, which is 5% compounded year over year growth for three years. Forstock options in 2004 because we believe that performance contingent restricted stock and performance shares provide equal incentive value and reduce potential dilution of our shareowners.

Performance Contingent Restricted Stock

Awards granted in 2008,2010

In 2010, the Committee changed thegranted performance criteria from earnings per share from continuing operationscontingent restricted stock to our executive officers that will vest in two, three or four years if Alliant Energy’s consolidated income from continuing operations to mitigate volatility in earnings per share that can be caused by increasing or decreasing the number of shares outstanding.grows 19% over 2009 Alliant Energy consolidated income from continuing operations. The Committee increased the growth rate of income that must be achieved for the performance criteria to be met from 5% tocontingency represents 6% compounded yeargrowth over year growth for three years. The 2009 adjusted base income from continuing operations is $213.9 million. This non-GAAP figure excludes the effects of regulatory related charges, asset impairments and certain accounting charges which we believe are not reflective of on-going operations. Thus, the performance contingent restricted stock will vest in two, three or four years if our consolidated income from continuing operations in any year is $254.7 million. Consolidated income from continuing operations will be calculated excluding the effects of the following, if the amount is over $4,000,000 on a pre-tax basis and is not considered in the annual budget approved by our Board of Directors: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions; and (vi) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s periodic reports.

Awards paid in 2010

In 2010, following the confirmation from our audited financial statements, the Committee believeddetermined that the increase would better align management’s interests with the high expected growth in earnings during the planned new generation build out period.

The vesting of the performance contingent restricted stock granted in 2007 vested due to the successful achievement of Alliant Energy’s earnings per share growth target. The earnings per share growth goal for the 2007 performance contingent restricted stock was $2.55. Alliant Energy’s earnings per share from continuing operations for 2010 was $2.62. The amounts realized by our named executive officers as a result of this vesting can be found in the Option Exercises and Stock Vested table below.

Design changes for future grants

The Committee changed the projected growth rate for vesting performance contingent restricted stock from 119% to 116% for grants made in 2011. The growth rate represents 5% compounded growth for three years. The Committee made the change to align long-term incentive pay with Alliant Energy’s strategic plan.

Outstanding performance contingent restricted stock grants

The following list is all outstanding performance contingent restricted stock grants with performance targets.

Performance Shares

Awards granted in 2010

In 2010, the Committee granted performance shares to our executive officers. The vesting of the performance shares is based on Alliant Energy’s growth in income from continuing operations using Alliant Energy’s final income from continuing operations in 2007 as the base, which was adjusted to remove the after tax gain on the sale of the electric transmission assets of Alliant Energy’s Iowa utility as this was a non-recurring event. The base adjusted income from continuing operations was $302 million. The performance contingent restricted stock granted in 2008 vests if Alliant Energy achieves income from continuing operations growth of 19% from 2007, within a four year period. The 19% growth is based on achieving 6% compounded year over year growth over a three year period. The target income from continuing operations is $359.4 million. In no case may the restricted stock vest earlier than two years from the grant date, and all shares will be forfeited if the income from continuing operations target is not met at the end of the four-year period.

The payout of performance shares granted in 2008 is based on Alliant Energy’srelative total shareowner return over three years.a three-year period. Performance shares will provide a 100% payout, or target payout, if Alliant Energy’s relative total shareowner return over three years is equal to the median performance of a specific peer group selected by the Committee. The Committee selected the S&P Midcap Utilities Index as the peer group for the 20082010 grants of performance shares.

Performance share payouts are capped at 200% of the target payout ifpayout. The following table shows the level of performance share payouts based on Alliant Energy’s total shareowner return is at or above the 90^th percentile of the total shareowner return ofas compared to the S&P Midcap Utilities Index. The payout would be 50% of the target payout if Alliant Energy’s total shareowner return was in the 40^th percentile of the total shareowner return of the S&P Midcap Utilities Index. There would be no payout if Alliant Energy’s total shareowner return fell below the 40^th percentile of the S&P Midcap Utilities Index.

Performance shares allow the executive officer to receive a payment in shares of Alliant EnergyEnergy’s common stock, cash, or a combination of Alliant EnergyEnergy’s common stock and cash, the value of which is equal to the number of shares awarded, adjusted by the performance multiplier. The Committee generally requires an executive that has not met the share ownership guidelines to take a payment in Alliant Energy common stock or a combination of 50% common stock

and 50% cash in order to bringIf the executive closer to achieving the share ownership guideline. If the executiveofficer chooses to take the payment in cash, the amount of the payout is determined by multiplying the number of shares earned by the average of the high and low trading prices on a date chosen by the Committee. The Committee chooses this date in advance of issuing the shares.

In 2009, theAwards paid in 2010

The Committee determined that Alliant Energy achieved itsthe performance levelslevel for the performance shares granted in 2006. Alliant Energy’sissued for the 2008-2010 performance period caused those performance shares to vest. The relative total shareowner return performance of Alliant Energy for the three years ended Dec. 31, 20082010 was at the 75th percentile.45th percentile of the peer group. Due to thethat total shareowner return, goal being achieved,performance shares vested at 75% of target. The amounts realized by our named executive officers as a result of this vesting can be found in the Option Exercises and Stock Vested table below.

Design changes for future grants

The Committee changed the peer group for determining relative total shareowner return for the performance shares granted in 2011. The new peer group is the Edison Electric Institute (EEI) Stock Index, which currently includes 58 investor-owned utility companies. Alliant Energy had abecame the largest company by market capitalization in the S&P Midcap Utilities Index

during 2010, causing the S&P Midcap Utilities Index to no longer be an appropriate benchmark for performance share payoutfor us. The median market capitalization of 162.5% of target for the 2006 grant. Also in 2009, following the confirmation fromEEI Stock Index is slightly higher than Alliant Energy’s audited financial statements, the Committee determinedmarket capitalization. We believe that the performance contingentnew peer group is a better representation of our peers because we are closer to the median size of companies in the peer group.

Time-based Restricted Stock

Occasionally, Alliant Energy grants time-based restricted stock to named executive officers in connection with an increase in responsibilities and to promote retention of that named executive officer. No time-based restricted stock awards were made to named executive officers in 2010. In 2010, restricted stock granted to Mr. Harvey in 2007 did not vest2005 vested, and restricted stock granted to Ms. Swan vested due to Alliant Energy’s earnings per share from continuing operations growth after two years. Alliant Energy’s 2007 diluted earnings per share from continuing operations growth goal was $2.55. Alliant Energy’s earnings per share from continuing operations forher retirement. The amount of stock that vested can be found in the year ended Dec. 31, 2008 was $2.54.

The Committee approves the dollar value of the long-term equity awards prior to the grant date. The grant date of the awards that Alliant Energy made in 2008 to our executive officers was the first business day of the year, which maximized the time period for the incentives associated with the awards. The grant price used for accounting purposes was the fair market value of Alliant Energy’s common stock on the grant dateOption Exercises and the value of the awards were reported in Alliant Energy’s financial statements in accordance with FAS 123(R).

Alliant Energy no longer grants stock options as incentive compensation. Alliant Energy determined that performance contingent restricted stock and performance shares provide equally motivating forms of equity incentive compensation and reduce potential dilution of Alliant Energy’s shareowners because fewer shares need be granted. Alliant Energy’s last stock options were granted in 2004 and expire in 2014.Stock Vested table below.

Other Benefits

Alliant Energy also offers benefit programs to our executive officers with a focus towards their retirement consistent with those of theour peer group. We provide these benefits to remain competitive with the general market for executives. These programs include a 401(k), savings plan, a deferred compensation plan and various pension benefits. The benefit programs are designed to be competitive in attracting, retaining and motivating key executives and employees by providing competitive retirement benefits. We apply the same peer group benchmarking approach in designing these programs in that we benchmark to median levels of benefit and design elements. The Committee reviews benefit programs on an annuala periodic basis to determine effectiveness and identify any necessary changes. The retirement-related benefit plans were allare reviewed during 2008periodically by the Committee with severaland certain changes implemented.to the plans were adopted in 2010. A brief description of the plans with associated changes follows.

401(k) Savings Plan

All of our salaried employees, including our executive officers, are eligible to participate in the Alliant Energy’sEnergy 401(k) Savings Plan. Alliant Energy matches $0.50 on each dollar for the first 8% of compensation deferred by the employee up to the IRS maximum. Beginning Aug. 3, 2008, weAlliant Energy enhanced benefits under the 401(k) Savings Plan to offset a freeze of the Alliant Energy Cash Balance Pension Plan. See “Pension Benefits” below for more information. Alliant Energy now contributes a percentage of salaried employees’ salaries to their 401(k) accounts in addition to the company match. The amount of Alliant Energythe company contribution ranges from 4% to 6% of an employee’s salary. The amount of Alliant Energythe company contribution depends on the employee’s age and number of years of service at the company.

Alliant Energy Deferred Compensation Plan

The Alliant Energy Deferred Compensation Plan, or AEDCP, enables participants, including our executive officers, to defer up to 100% of base salary and annual incentive awards on a pre-tax basis and to receive earnings or incur losses on the deferrals until the date of distribution. The AEDCP provides tax deferred savings and post-retirement income to our executive officers. The shares of Alliant Energy common stock identified as obligations under the AEDCP are held in a rabbi trust. Alliant Energy offersWe offer the AEDCP as part of the executives’ competitive compensation package to permit executives to take advantage of the tax code in saving for their retirement. In 2010, the Committee approved amendments to the AEDCP to provide new investment options for participants, and permit participants to reallocate their account balances among investment options with the exception of not permitting participants to reallocate account balances out of the Alliant Energy stock investment option. These changes took effect in 2011. We believe the AEDCP is in line with offerings from the peer group.of comparable companies. See “Nonqualified Deferred Compensation” below for more information regarding the AEDCP.

Cash Balance Pension Plan

Certain of our salaried employees, including our executive officers, are eligible to participate in the Alliant Energy Cash Balance Pension Plan. This defined benefit plan is portable, offers flexible payment options and steady growth of retirement funds. Future accruals to the Cash Balance Pension Plan were frozen for participants effective Aug. 2, 2008. See “Pension Benefits” below for more information regarding the Alliant Energy Cash Balance Pension Plan.

Excess Retirement Plan

Certain of our salaried employees, including our executive officers, participate in the unfunded Alliant Energy Excess Retirement Plan. The plan is intended to provide the accruals that the participants would have earned under the Alliant Energy Cash Balance Pension Plan and the Alliant Energy 401(k) Savings Plan but for statutory limitations on employer-provided benefits imposed on those tax-qualified plans.plans, and accruals earned on their deferrals into the AEDCP. See “Pension Benefits” below for more information regarding the Excess Retirement Plan.

Supplemental Executive Retirement Plan

Our executives, who are vice presidents or above including our named executive officers, participate in the unfunded Alliant Energy’s unfundedEnergy Supplemental Executive Retirement Plan, or SERP. Alliant Energy provides the SERP as an incentive for key executives to remain in Alliant Energy’sour service by providing retirement compensation in addition to the benefits provided by the pension plan and 401(k) Savings Plan, which are limited by the tax code, that is payable only if the executive remains with Alliant Energy until retirement, disability or death. See “Pension Benefits” below for more information regarding the SERP.

Split Dollar / Reverse Split Dollar Life Insurance Plan

Certain executive officers, including Messrs.Mr. Harvey and ProtschMses. Swan and Ms. Swan,Doyle, receive individually owned life insurance policies. Alliant Energy pays the premiums for this insurance and these payments are taxable to the individual officers. We reimburse these executive officers for taxes associated with certain of these policies. These specific policies were grandfathered in 1998 and we no longer offer the policies to other executive officers as part of total executive compensation.

Perquisites

In the past, Alliant Energy providesprovided our officers, including our named executive officers with certain perquisites. Alliant Energy provided these perquisites to maintain a Flexible Perquisite Program. Thecompetitive compensation program, provides a specified amount of fundsas it was common practice for companies to our executivesprovide perquisites. Alliant Energy has begun reducing the perquisites paid to use for benefits, including an annual fixed automobile allowance, financial planning and legal services, a variety of club memberships and long-term care insurance. The Committee reviews this program on an annual basis as part of our total compensation offering to determine its merits and the use of similar programs by our peer group. The last review took place at our December 2008 Committee meeting where Towers Perrin provided an update on market trends for these programs. The Committee determined that the Flexible Perquisite Program continued to be comparable to continuing programs found in the market and should continue as a component of total executive compensation. For 2009, the Committee set the Flexible Perquisite Program funding amounts at $26,000 for Mr. Harvey; $20,000 for Mr. Protsch; $17,500 for Ms. Swan; $14,000 for Mr. Aller; and $11,000 for Ms. Doyle which represented no change from 2008. Our executive officers are alsoas perquisites have become less common. In 2009, Alliant Energy eliminated our flexible perquisite program. In 2010, our executive officers remained eligible for executive physicals and moderately more generous health care benefits and dental insurance, accidental death insurance,long-term disability insurance vacation, and other similar benefit programs than the balance of ourAlliant Energy’s non-bargaining unit employees. In 2011, Alliant Energy eliminated a portion of the executive health care perquisite that had been historically provided.

Post-Termination Compensation

KEESAs

Alliant Energy currently has in effect key executive employment and severance agreements, or KEESAs, with our executive officers, including our named executive officers (other than Ms. Swan, who retired effective Dec. 31, 2010), and certain of our key employees. The KEESA is designed to provide economic protection to key executives following a change in control of Alliant Energy so that executives can remain focused on our business without undue personal concern. We recognize that circumstances may arise in which weAlliant Energy may consider a change of control transaction. We believe the security afforded the executives by the KEESA will help the executives to remain focused on business continuity and reduce the distraction of the executive’s reasonable personal concerns regarding future employment. We also believe that the KEESA allows the executive to better consider the best interests of Alliant Energy and its shareowners due to the economic security provided by the KEESA benefits.

The KEESAs are triggeredpaid if, within a period of up to three years after a change in control for Mr. Harvey Mr. Protsch or Ms. SwanKampling and two years for Mr. Aller or Ms. Doyle, there has occurred both a change in control and loss of employment other than for cause, causing KEESA benefits to be subject to a “double trigger.” We implemented the double trigger mechanism to ensure that only those executives adversely affected by a change in control would receive benefits under the KEESA. The cash termination benefit under the KEESA is up to three times base salary and target bonus for Mr. Harvey Mr. Protsch and Ms. SwanKampling and two times base salary and target bonus for Mr. Aller and Ms. Doyle.

The KEESAs for Mr. Aller and Ms. Doyle provide that if any portion of the benefits under the KEESA or under any other agreement for the officer would constitute an excess parachute payment for purposes of the Internal Revenue Code, benefits will be reduced so that the officer will be entitled to receive $1 less than the maximum amount which he or she could receive without becoming subject to the 20% excise tax imposed by the Code on certain excess parachute payments, or which weAlliant Energy may pay without loss of deduction under the Code.

The KEESAsKEESA for Ms. Kampling provides that if any portion of the benefits under the KEESA or under any other agreement would constitute an excess parachute payment for purposes of the Internal Revenue Code, she may receive the better of either a payment $1 less than the maximum amount she may receive without becoming subject to the 20% excise tax, or receive the fully calculated payment subject to applicable excise taxes, for which she would be personally responsible.

The KEESA for Mr. Harvey Mr. Protsch and Ms. Swan provideprovides that if any payments constitute an excess parachute payment, Alliant Energy will pay to the appropriate officerMr. Harvey the amount necessary to offset the excise tax and any additional taxes on this additional payment. Mr. Harvey is the only executive officer with a gross-up provision in his KEESA.

We believe the level of the benefits provided by the KEESAs to each executive officer reflects the appropriate amount of work that would be required of them during a change in control transaction as well as the amount of opportunities they would be asked to forego to assist the change in control transaction rather than seek future employment. Top executives are required to put forth greater effort to ensure a smooth change in control of a company and we believe that it would take a longer timecompensation necessary for them to find comparable employment based on their attained career status. The elevated positions held by Messrs. Harvey and Protsch and Ms. Swan cause us to believe that this analysis is especially true for them. Therefore, they receive the highest benefit level and a tax-gross up. We believe the benefits provided in the KEESA to our executive officers are comparable with industry practice.to consider our shareowners’ interests without interference of their own personal situation.

In consideration of the KEESA benefits, the executive agrees not to compete with Alliant Energy andor us for a period of one year after the executive leaves Alliant Energyus and to keep in confidence any proprietary information or confidential information for a period of five years after the executive leaves Alliant Energy.Energy or us. Both of these conditions can be waived in writing by Alliant Energy’s board of directors.

See “Potential Payments upon Termination or Change in Control” for more information regarding the KEESAs.

Executive Severance Plan

Alliant Energy also maintains a general executive severance plan for executive officers in the event that an officer’s position has been eliminated or significantly altered by Alliant Energy. The executive severance plan is designed to provide economic protection to key executives following the elimination of their position so that executives can remain focused on our business without undue personal concern. We recognize that circumstances may arise in which we may consider eliminating certain key positions that are no longer necessary.positions. We believe the security afforded the executives by the severance plan will keep the executives focused on their duties at our company rather than on their personal concerns of job security. The plan provides for a minimum level of severance pay equal to one times annual base salary, payment of pro-ratedprorated incentive compensation within the discretion of the chief executive officer, up to 18 months of COBRA coverage, six months of which are paid by Alliant Energy, outplacement services and/or tuition reimbursement of up to $10,000, and access to ourAlliant Energy’s employee assistance program. All executive officer severance packages are approved by the Committee. We believe our executive severance plan is consistent with plans throughout the industry.

See “Potential Payments upon Termination or Change in Control” for more information regarding the Executive Severance Plan.

Employment Agreements

We do not have any other employment agreements with our executive officers. However, in 2010, Alliant Energy entered into a Special Incentive Agreement with Ms. Swan which provided for the payment to Ms. Swan of a special incentive bonus of up to $275,000 provided she remained continuously employed until, and retired on, Nov. 30, 2010. The agreement also required Ms. Swan to achieve the following performance goals: (i) making substantial progress in assisting in the appointment of a successor General Counsel; (ii) making substantial progress and, if possible concluding, pending litigation related to certain environmental matters at the Company; (iii) making substantial progress and, if possible concluding, pending litigation against the Alliant Energy Cash Balance Plan; (iv) successfully transitioning all Strategic and Corporate Services leadership functions to successor leadership; (v) providing mentoring to the successor President of the Company, if such successor is identified prior to Ms. Swan’s retirement; and (vi) agreeing to be available to certain officers of Alliant Energy for consultation as an independent contractor on foregoing items for up to six months after retirement. The Committee determined that this agreement was needed to retain Ms. Swan to assist with the transition of her duties to her successors. Payment was not made to Ms. Swan under this agreement as she retired on Dec. 31, 2010, not Nov. 30, 2010 as provided for in the agreement.

Share Ownership Guidelines

Alliant Energy establishedhas had a share ownership guidelinesguideline for our executiveexecutives for many years. The guideline requires officers asto own a waycertain number of shares of Alliant Energy’s common stock to better align the financial interestsofficer’s interest with that of officers with thosethe shareowners. In 2010, we adopted a new guideline that determines the required number of shareowners. Under these guidelines,shares by taking the requisitefollowing multiples of the officer’s base salary as of the latest of Jan. 3, 2011 or the date of hire or promotion to a higher level of ownership numbers are 85,000 sharesrequirement: (1) chief executive officer, four times base salary; (2) president, three times base salary; (3) executive vice presidents, two-and-one-half times base salary; (4) senior vice presidents, two times base salary; and (5) vice presidents, one-and-one-half times base salary. The multiple of salary was divided by the closing price of Alliant Energy common stock for Mr. Harvey, 36,000on Jan. 3, 2011 (or the date of hire or promotion, if later) to determine the number of shares for Mr. Protschthat the officer is required to hold. That number of shares will not change unless the officer is promoted. By setting the number of shares this way, we mitigate the effect of short term volatility on compliance caused by changes in Alliant Energy’s stock price and Ms. Swan and 12,000 shares for Mr. Aller and Ms. Doyle. The executive officers are expected to make continuing progress toward compliance with these guidelines and achieve their designated levels withinby changes in salary. Officers have five years of being appointed as an officer. We monitor each officer’s progression towards achievement of these guidelines onfrom their hire date or date they were promoted into a semi-annual basis.new position with a higher

The share

multiple to achieve the goal. Shares held outright, vested restricted stock, earned performance shares, and shares held in the AEDCP count toward the ownership guidelines have an impact upon the payout of awardsguidelines; unvested restricted stock and unearned performance shares do not count for performance shares. If executivesthis purpose.

Officers who have not yet met their share ownership level theyafter five years are required to receive at least 50% of any performance share payout made upon the vestingretain 100% of the performance shares in sharesafter-tax value of Alliant Energy’s common stock. In addition, oncevested long-term equity awards until the performance or time-based restrictions lapse on shares of performance contingent or time-based restricted stock, these shares are counted towards

achievement of share ownership guidelines.requirement is met. Our chief executive officer retains the right to grant special dispensation for hardship, promotions or new hires. All of our current named executive officers who have metheld their current positions for five years are in compliance with the share ownership guidelines. Their share holdingsThe shares owned by our named executive officers are shown in the “Ownership of Voting Securities” table above.

Impact of Regulatory Requirements

Section 162(m) of the Internal Revenue Code generally limits the corporate deduction for compensation paid to our chief executive officer and the three other most highly compensated executive officers (excluding our chief financial officer) to $1 million, unless such compensation is based upon performance objectives meeting certain regulatory criteria or is otherwise excluded from the limitation. Based on the Committee’s commitment to link compensation with performance as described above, the Committee intends to qualify future compensation paid to our executive officers for deductibility by us under Section 162(m) except in limited appropriate circumstances. We expect that short-term and long-term incentive compensation awarded under Alliant Energy’s 2010 Omnibus Incentive Plan will qualify for deductibility under Section 162(m). All of our equity compensation plans are accounted for under FAS 123(R).

In 2008, Alliant Energy amended the SERP, KEESAs and Severance Plan to comply with the deferred compensation election and payment timing requirements of Internal Revenue Code Section 409A.

The Public Service Commission of Wisconsin allows us to recover from customers portions of incentive compensation payments attributable to customer service and reliability goals. We have structured our compensation program to participate in this allowed recovery.Financial Accounting Standards Board Accounting Standards, Codification Topic 718.

Conclusion

The Committee is provided with appropriate information and reviews all components of our chief executive officer’s and other executive officers’ compensation. Based on this information, the Committee seeks to implement executive compensation that is appropriately tied to the performance of the executives on behalf of shareowners, employees and customers.

COMPENSATION AND PERSONNEL COMMITTEE REPORT

To Our Shareowners:

The Compensation and Personnel Committee (the “Committee”) of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis with our Audit Committee and our management. Based on the Committee’s reviewsreview and discussions,discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended Dec. 31, 2008,2010, for filing with the SEC.

The Committee believes the existing executive compensation policies and programs provide the appropriate level of competitive compensation for our executive officers. In addition, the Committee believes that the short- and long-term performance incentives effectively align the interests of executive officers and shareowners toward a successful future for our company.

COMPENSATION AND PERSONNEL COMMITTEE

Ann K. Newhall (Chairperson)

Darryl B. Hazel

Dean C. OestreichJudith D. Pyle

Carol P. Sanders

SUMMARY COMPENSATION TABLE

The table below summarizes the compensation paid to or earned by our chief executive officer, our chief financial officer (which for all of 20082010 was Mr. Protsch)Ms. Kampling) and our next three highest paid Alliant Energy Corporation executive officers for all services rendered to us, Alliant Energy and Alliant Energy’s other subsidiaries in 2008, 2007for 2010, 2009 and 2006.2008. We refer to such individuals in this proxy statement collectively as our named executive officers.

in footnote (1) to the Pension Benefits table below, which may include amounts that the named executive officer may not currently be entitled to receive because such amounts are not vested, and (b) amounts representing above market interest on non-qualifiednonqualified deferred compensation. The above market interest was calculated to be equal to the amount by which the interest on deferred compensation in a frozen legacy deferred compensation plan in 2008 (11% on deferrals made prior to July 1, 1993 and 9% on deferrals made on or after July 1, 1993) exceeded 120% of the applicable federal long-term interest rate, with compounding, at the time the interest rate was set (120% of this rate was 5.35%). The following represents the breakdown for 2010 for each of the change in pension value and above market interest on deferred compensation, respectively, for each named executive

officer: Mr. Harvey, $2,103,000/$401,000/$0; Mr. Protsch, $651,000/2,922; Ms. Kampling, $529,000/$0; Ms. Swan, $492,000/$930,000/$0; Ms. Doyle, $239,000/$7,917; and Mr. Aller, $0/$170,000/$0; and Ms. Doyle, $89,000/$5,791.0. The changes in the actuarial present values of the named executive officers’ pension benefits do not constitute cash payments to the named executive officers.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth information regarding all incentive plan awards that Alliant Energy granted to our named executive officers in 2008.2010.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information on outstanding Alliant Energy stock option awards and unvested stock awards held by our named executive officers on Dec. 31, 2008.2010.