Exhibit 10.1

AMENDMENT TO THE

ALLIANT ENERGY CORPORATION

2010 OMNIBUS INCENTIVE PLAN

This Amendment (this “ Amendment ”) to the Alliant Energy Corporation 2010 Omnibus Incentive Plan (as amended, amended and restated or otherwise modified from time to time, the “ Plan ”) is made by ALLIANT ENERGY CORPORATION (the “ Company ”), effective as of January 1, 2012. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, Section 14(b) of the Plan provides that the Committee may amend the Plan at any time, subject to certain exceptions; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and the Participants that the definition of “Change in Control of the Company” conform to current market practice and the requirements of Section 409A of the Code and the Treasury Regulations and guidance thereunder; and

WHEREAS, the Committee now desires to amend the Plan as provided below.

NOW, THEREFORE, pursuant to Section 14(b) of the Plan, the Committee amends the Plan as follows:

Section 1. Amendment:

1. With respect to all Awards granted under the Plan on or after the date hereof, the definition of “ Change in Control of the Company ” in Section 2(e) of the Plan is hereby replaced in its entirety as follows:

“A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred[, and such an event is a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation pursuant to Treasury Regulations section 1.409A-3(i)(5)]:

(i) any Person (other than (A) the Company or any subsidiary of the Company (each a “Subsidiary”), (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any Subsidiary, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareowners of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially

owned by such Person any securities acquired directly from the Company or its affiliates after the Award Date, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of Stock or the combined voting power of the Company’s then outstanding voting securities; provided, however, that for purposes of this Section 2(e)(i), any acquisition pursuant to a transaction described in Section 2(e)(iii) and that is not a “Change in Control of the Company” pursuant to such Section shall also not constitute a “Change in Control of the Company” for purposes of this Section 2(e)(i); or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, on the date of an Award, constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened proxy or consent solicitation for the purpose of opposing a solicitation by the Company relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of an Award, or whose appointment, election or nomination for election was previously so approved; or

(iii) the Company after the date of an Award, consummates a merger, consolidation or share exchange with any other corporation or issues voting securities in connection with a merger, consolidation or share exchange involving the Company (or any Subsidiary), other than (A) a merger, consolidation or share exchange which results in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates after the Award Date, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of Stock or the combined voting power of the Company’s then outstanding voting securities; or

(iv) the shareowners of the Company approve, and the Company completes, a plan of complete liquidation or dissolution of the Company

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

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

Section 2. Effect of Amendment: On and after the effectiveness of this Amendment, each reference in the Plan to “this Plan”, “hereunder”, “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

Exhibit 10.2

AMENDMENT TO THE

AMENDED AND RESTATED ALLIANT ENERGY

DEFERRED COMPENSATION PLAN

This Amendment (this “ Amendment ”) to the Amended and Restated Alliant Energy Deferred Compensation Plan, effective as of January 1, 2011, (as amended, amended and restated or otherwise modified from time to time, the “ Plan ”), is made by the Compensation and Personnel Committee of the Board of Directors (the “ Plan Administrator ”) of ALLIANT ENERGY CORPORATION (the “ Company ”), effective as of January 1, 2012. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, the Plan Administrator has determined that it is in the best interests of the Company and the participants of the Plan that the Plan set forth provisions governing the administration of the Plan following the occurrence of circumstances that may give rise to a change in control of the Company; and

WHEREAS, the Plan Administrator now desires to amend the Plan as provided below.

NOW, THEREFORE, pursuant to Article 8 of the Plan, the Plan Administrator amends the Plan as follows:

Section 1. Amendment :

1. The following proviso is hereby added to the end of Article 8:

“; provided, further, however, that in the event of a Change in Control of the Company (as defined in the Alliant Energy Corporation 2010 Omnibus Incentive Plan, as amended) the Plan may not be amended or, except as permitted under Section 409A of the Code, terminated prior to the third anniversary of such Change in Control of the Company.”

2. The following new Section 3.3 is hereby added to the Plan:

“3.3. Administration Upon a Change in Control . Within 120 days following a Change in Control of the Company, an independent third party may be selected by the Compensation and Personnel Committee of the Board of Directors in existence immediately prior to the Change in Control of the Company (the “ Pre-CIC Committee ”) to administer the Plan following the Change in Control of the Company (the “ Post-CIC Administrator ”). The Pre-CIC Committee shall continue to administer the Plan until the

earlier of (i) the date on which the Post-CIC Administrator is selected and approved or (ii) the third anniversary of the Change in Control of the Company. If a Post-CIC Administrator is not selected within one-hundred and twenty (120) days of such Change in Control of the Company, the Pre-CIC Committee shall administer the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall have no power to direct the investment of Plan assets or select any investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall: (1) pay all reasonable administrative expenses and fees of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable); (2) indemnify the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) or its employees or agents; and (3) supply full and timely information to the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) on all matters relating to the Plan, the Participants and their Beneficiaries, the Accounts, the date and circumstances of the Retirement, disability, death or termination of employment of the Participants, and such other pertinent information as the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) may reasonably require. Upon and for a period of three years following a Change in Control of the Company, the Post- CIC Plan Administrator may be terminated (and a replacement appointed) only with the approval of the Pre-CIC Committee. Upon and for a period of three years following a Change in Control of the Company, the Post-CIC Administrator (or the Pre-CIC Committee, as applicable) may not be terminated by the Company in such capacity.”

Section 2. Effect of Amendment : On and after the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

Exhibit 10.3

AMENDMENT TO THE

ALLIANT ENERGY DEFINED CONTRIBUTION

SUPPLEMENTAL RETIREMENT PLAN

This Amendment (this “ Amendment ”) to the Alliant Energy Defined Contribution Supplemental Retirement Plan, effective as of January 1, 2006 (as amended, amended and restated or otherwise modified from time to time, the “ Plan ”), is made by the Compensation and Personnel Committee of the Board of Directors (the “ Plan Administrator ”) of ALLIANT ENERGY CORPORATION (the “ Company ”), effective as of January 1, 2012. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, the Plan Administrator has determined that it is in the best interests of the Company and the participants of the Plan that the Plan set forth provisions governing the administration of the Plan following the occurrence of circumstances that may give rise to a change in control of the Company; and

WHEREAS, the Plan Administrator now desires to amend the Plan as provided below.

NOW, THEREFORE, pursuant to Article 8 of the Plan, the Plan Administrator amends the Plan as follows:

Section 1. Amendment :

1. The following proviso is hereby added to the end of Article 8:

“; provided, further, however, that in the event of a Change in Control of the Company (as defined in the Alliant Energy Corporation 2010 Omnibus Incentive Plan, as amended) the Plan may not be amended or, except as permitted under Section 409A of the Code, terminated prior to the third anniversary of such Change in Control of the Company.”

2. The following new Section 3.3 is hereby added to the Plan:

“3.3. Administration Upon a Change in Control . Within 120 days following a Change in Control of the Company, an independent third party may be selected by the Compensation and Personnel Committee of the Board of Directors in existence immediately prior to the Change in Control of the Company (the “ Pre-CIC Committee ”) to administer the Plan following the Change in Control of the Company (the “ Post-CIC Administrator ”). The Pre-CIC Committee shall continue to administer the Plan until the earlier of (i) the date on which the Post-CIC Administrator

is selected and approved or (ii) the third anniversary of the Change in Control of the Company. If a Post-CIC Administrator is not selected within one-hundred and twenty (120) days of such Change in Control of the Company, the Pre-CIC Committee shall administer the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall have no power to direct the investment of Plan assets or select any investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall: (1) pay all reasonable administrative expenses and fees of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable); (2) indemnify the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) or its employees or agents; and (3) supply full and timely information to the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) on all matters relating to the Plan, the Participants and their Beneficiaries, the Accounts, the date and circumstances of the Retirement, disability, death or termination of employment of the Participants, and such other pertinent information as the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) may reasonably require. Upon and for a period of three years following a Change in Control of the Company, the Post- CIC Plan Administrator may be terminated (and a replacement appointed) only with the approval of the Pre-CIC Committee. Upon and for a period of three years following a Change in Control of the Company, the Post-CIC Administrator (or the Pre-CIC Committee, as applicable) may not be terminated by the Company in such capacity.”

Section 2. Effect of Amendment : On and after the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

Exhibit 10.4

AMENDMENT TO THE

AMENDED AND RESTATED ALLIANT ENERGY

EXCESS RETIREMENT PLAN

This Amendment (this “Amendment”) to the Amended and Restated Alliant Energy Excess Retirement Plan, effective as of December 31, 2008 (as amended, amended and restated or otherwise modified from time to time, the “Plan”), is made by the Compensation and Personnel Committee of the Board of Directors (the “Plan Administrator”) of ALLIANT ENERGY CORPORATION (the “Company”), effective as of January 1, 2012. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, the Plan Administrator has determined that it is in the best interests of the Company and the participants of the Plan that the Plan set forth provisions governing the administration of the Plan following the occurrence of circumstances that may give rise to a change in control of the Company; and

WHEREAS, the Plan Administrator now desires to amend the Plan as provided below.

NOW, THEREFORE, pursuant to Article 8 of the Plan, the Plan Administrator amends the Plan as follows:

Section 1. Amendment :

1. The following proviso is hereby added to the end of Article 8:

“; provided, further, however, that in the event of a Change in Control of the Company (as defined in the Alliant Energy Corporation 2010 Omnibus Incentive Plan, as amended) the Plan may not be amended or, except as permitted under Section 409A of the Code, terminated prior to the third anniversary of such Change in Control of the Company.”

2. The following new Section 3.3 is hereby added to the Plan:

“3.3. Administration Upon a Change in Control . Within 120 days following a Change in Control of the Company, an independent third party may be selected by the Compensation and Personnel Committee of the Board of Directors in existence immediately prior to the Change in Control of the Company (the “ Pre-CIC Committee ”) to administer the Plan following the Change in Control of the Company (the “ Post-CIC Administrator ”). The Pre-CIC Committee shall continue to administer the Plan until the earlier of (i) the date on which the Post-CIC Administrator

is selected and approved or (ii) the third anniversary of the Change in Control of the Company. If a Post-CIC Administrator is not selected within one-hundred and twenty (120) days of such Change in Control of the Company, the Pre-CIC Committee shall administer the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall have no power to direct the investment of Plan assets or select any investment manager or custodial firm for the Plan. Upon and after the occurrence of a Change in Control of the Company, the Company shall: (1) pay all reasonable administrative expenses and fees of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable); (2) indemnify the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) or its employees or agents; and (3) supply full and timely information to the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) on all matters relating to the Plan, the Participants and their Beneficiaries, the Accounts, the date and circumstances of the Retirement, disability, death or termination of employment of the Participants, and such other pertinent information as the Post-CIC Plan Administrator (or Pre-CIC Committee, as applicable) may reasonably require. Upon and for a period of three years following a Change in Control of the Company, the Post- CIC Plan Administrator may be terminated (and a replacement appointed) only with the approval of the Pre-CIC Committee. Upon and for a period of three years following a Change in Control of the Company, the Post-CIC Administrator (or the Pre-CIC Committee, as applicable) may not be terminated by the Company in such capacity.”

Section 2. Effect of Amendment : On and after the effectiveness of this Amendment, each reference in the Plan to “this Plan,” “hereunder,” “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Amendment. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

Exhibit 10.5

AMENDMENT TO THE

ALLIANT ENERGY CORPORATION SEVERANCE PLAN

WHEREAS, the Compensation and Personnel Committee (the “Committee”) of the Board of Directors of ALLIANT ENERGY CORPORATION (the “Company”), has determined that it is in the best interests of the Company to amend the Alliant Energy Corporation Severance Plan (the “Severance Plan”); and

WHEREAS, the Committee expressly reserves the right to modify, amend, suspend or terminate the Severance Plan, in whole or in part at any time, by the use of a written amendment; and

WHEREAS, under the Severance Plan, an Employee (within the meaning of the Severance Plan) may continue medical and dental coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for up to 18 months following such Employee’s termination of employment, in which case the Company will pay the related coverage premium expenses with respect to the first six months following such termination, and the Employee will be solely responsible for coverage premium expenses with respect to the seventh through eighteenth month following such termination; and

WHEREAS, Employees who have performed services for the Company for no less than ten years and are eligible for retirement may be eligible for retiree medical coverage under retiree medical plans maintained by the Company or its affiliates.

NOW, THEREFORE BE IT:

RESOLVED, that, effective as of January 1, 2012, notwithstanding any provision of the Severance Plan to the contrary, the Severance Agreement and Release (within the meaning of the Severance Plan) and any other agreement or release required to be executed by an Employee as a condition for the receipt of any payments or benefits under the Severance Plan must become effective and irrevocable no later than the 52nd day after the termination of the Employee’s employment in order for such Employee to receive benefits under the Severance Plan and the payment or provision of any such payments or benefits shall commence on the 60th day following such termination of employment; and

FURTHER RESOLVED, that, effective as of January 1, 2012, notwithstanding any provision of the Severance Plan to the contrary, the Company shall be considered to have terminated an Employee’s employment for “Cause”, for purposes of the Severance Plan, if such termination is a result of (A) such Employee engaging in intentional conduct not taken in good faith that has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (B) such Employee being

convicted of a felony (as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal), which substantially impairs such Employee’s ability to perform his or her duties or responsibilities; or (C) the continuing willful and unreasonable refusal by such Employee to perform such Employee’s duties or responsibilities.

FURTHER RESOLVED, that, effective as of January 1, 2012, notwithstanding any provision of the Severance Plan to the contrary, any Employee eligible for payments or benefits under the Severance Plan who, upon termination of employment, is also eligible for participation in any retiree medical benefit plan maintained by the Company or its affiliates shall be entitled to six months of paid retiree medical coverage in lieu of the payment of any COBRA premium by the Company, under the Severance Plan.

FURTHER RESOLVED, that except as amended hereby, the Severance Plan continues and shall remain in full force and effect in all respects.

Exhibit 10.6

FORM OF AMENDMENT NUMBER ONE TO

KEY EXECUTIVE EMPLOYMENT AND

SEVERANCE AGREEMENT

This Amendment, dated as of January 1, 2012 (this “ Amendment ”), by and between Alliant Energy Corporation, a Wisconsin corporation (referred to herein as “ Alliant ” and, together with its subsidiaries and any parent company controlling Alliant, referred to herein as the “ Company ”) and                          (hereinafter referred to as the “ Employee ”), to the Key Executive Employment and Severance Agreement, dated as of [•], by and between the Company and the Employee (as amended, amended and restated or otherwise modified from time to time, the “ Agreement ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, Section 19 of the Agreement provides that Alliant and the Employee may amend the Agreement pursuant to a written instrument executed by Alliant and the Employee; and

WHEREAS, Alliant and the Employee desire to amend the Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, pursuant to Section 19 of the Agreement, mutually covenant and agree to amend the Agreement as follows:

Section 1. Amendment:

1. The definition of “ Change in Control of the Company ” in Section 1(g) of the Agreement is hereby replaced in its entirety as follows:

“A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred, and such an event is a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation pursuant to Treasury Regulations section 1.409A-3(i)(5):

(i) any Person (other than (A) Alliant or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any subsidiary, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareowners of Alliant in substantially the same proportions as their ownership of stock in Alliant (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from

Alliant or its Affiliates after [•] ¹ , pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; provided, however, that for purposes of this Subsection 1(g)(i), any acquisition pursuant to a transaction described in Subsection 1(g)(iii) and that is not a “Change in Control of the Company” pursuant to such Subsection shall also not constitute a “Change in Control of the Company” for purposes of this Subsection 1(g)(i); or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors of Alliant then serving: (A) individuals who, on [•], constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened proxy or consent solicitation for the purpose of opposing a solicitation by the Company relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on [•], or whose appointment, election or nomination for election was previously so approved; or

(iii) Alliant consummates a merger, consolidation or share exchange of Alliant with any other corporation or issues voting securities of Alliant in connection with a merger, consolidation or share exchange involving Alliant (or any direct or indirect subsidiary of the Company), other than (A) a merger, consolidation or share exchange which results in the voting securities of Alliant outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Alliant or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [•], pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; or

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

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

2. The second and third sentences of Subsection 9(b)(i) are hereby replaced in their entirety as follows:

“The Termination Payment shall be paid to the Employee in cash equivalent 10 business days after the Separation from Service, provided that in the event the Employee’s Termination Date is pursuant to Section 2(b), the lump sum payment shall be paid 10 business days after the date of the Change in Control of the Company (as defined without reference to Section 2(b)).”

3. [Subsection 9(b)(ii) is hereby amended by adding the following sentence to the end thereof:

“The reduction of the amounts payable under this paragraph, if applicable, shall be made by reducing the following payments and benefits in the following order: (A) any Termination Payment, (B) any acceleration of equity awards under any applicable plan or program of the Company, (C) any payment or benefit under the SERP, (D) any non-cash compensation payable upon the termination of an Employee and (E) any Accrued Benefits.”] ²

Section 2. Effect of Amendment: On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended by this Amendment. Except as amended hereby, the Agreement continues and shall remain in full force and effect in all respects.

IN WITNESS WHEREOF, this instrument is executed as of the [ ]th day of [•].