Long Term Incentive Performance Share Grant

by Wisconsin Power & Light Co
November 5th, 2004

Exhibit 10.3

Long Term Incentive – Performance Share Grant

  [Year]
Fair Market Value as of [Date] [Price Per Share]
Date of Grant [Date]
Performance Share Target  
Performance Cycle [Date] through [Date]

Performance Goals: Each performance share award will be based on the Company’s Total Shareholder Return (TSR) performance (which represents stock price appreciation plus dividends reinvested) based on the three-year average relative to an investor-owned utility peer group

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

3-yr Total Shareholder Return - % of Target Value
Percentile Relative to Peer Group      Paid Out     
90th percentile or greater [Percentage]
80th Percentile [Percentage]
70th Percentile [Percentage]
60th Percentile [Percentage]
50th Percentile [Percentage]
45th Percentile [Percentage]
40th Percentile [Percentage]
Below 40th Percentile [Percentage]

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

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