AGREEMENT FOR PRELIMINARY ENGINEERING DESIGN MISO PROJECT J233

SA 2507 INTERSTATE POWER AND LIGHT COMPANY E&P AGREEMENT VERSION 1.0.0 EFFECTIVE 3/1/2013 AGREEMENT FOR PRELIMINARY ENGINEERING DESIGN MISO PROJECT J233

Agreement for Preliminary Engineering Design - MISO Project J233 This Letter Agreement ("Agreement") is entered into as of the tl fh'day of, among Interstate Power and Light Company ("Interconnection Customer") and ITC Midwest LLC ("Transmission Owner," collectively, with Interconnection Customer, the "Parties," each, a "Party") and sets forth the agreement between the Parties concerning a portion of the work to be engaged in by Transmission Owner in connection with the request made by Interconnection Customer to interconnect certain Generating Facilities to the Transmission System owned and operated by Transmission Owner. Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Tariff. A. The purpose of this Agreement is to expedite the investigation of the Transmission Owner's land rights for its existing Marshalltown to Blairstown Junction to Prairie Creek 115 kv line and to determine the feasibility for constructing a 345 kv re-built circuit utilizing the existing line's right of way regarding the interconnection of the Interconnection Customer's Generating Facility with the Transmission Owner's System in a safe and reliable manner, while Interconnection Studies are being performed and the terms of the GIA are being developed. B. Interconnection Customer currently plans to own and construct a Generating Facility located in Marshalltown, Iowa, which will consist of a two on one (2 x 1) configured, natural gas fired, combined cycle power plant, with a total output of700 MW (gross), which Generating Facility is presently expected to connect to the 161 k V Transmission System at the existing Marshalltown substation, which is owned by Transmission Owner ("Transmission Owner's System") and operated by the Midwest Independent Transmission System Operator, Inc. (

Midwest ISO or "Transmission Provider") in accordance with the Midwest ISO Open Access Transmission, Energy and Operating Reserve Markets Tariff (the "Tariff'). C. The Interconnection Studies required by Attachment X of the Tariff to be performed by Transmission Provider have not been completed at this time. Interconnection Customer anticipates a May 2017 In Service Date for its new combined cycle generating plant and requests, in order to expedite the construction oflnterconnection Facilities and Network Upgrades that are necessary to safely and reliably interconnect the Generating Facility to the Transmission System, that the Transmission Owner begin to investigate its land rights for its existing Marshalltown to Blairstown Junction to Prairie Creek 115 kv line and to determine the feasibility for constructing a 345 kv re-built circuit utilizing the existing line's right of way.. D. The Parties anticipate that a GIA, as prescribed by the Tariff, will be entered into with respect to the proposed Generating Facility at a later time. E. Due to Interconnection Customer's proposed In Service Date ofmay 2017, Interconnection Customer hereby requests that the Transmission Owner commence certain work prior to the completion of the required studies and prior to execution of the GIA. F. Transmission Owner is willing to perform preliminary real estate, right of way, and engineering activities to accommodate the Interconnection Customer's request in order to advance the project schedule for J233 upon certain terms, conditions, and limitations as stipulated herein. Therefore, Interconnection Customer and Transmission Owner agree as follows:

1. Transmission Provider Interconnection Studies have not identified the upgrade of Marshalltown to Blairstown Junction to Prairie Creek line to 345 kv as necessary for the interconnection of project J233. Interconnection Customer accepts cost responsibility for the work requested under this Agreement. In accordance with the terms below, Interconnection Customer agrees to pay Transmission Owner for all of Transmission Owner's actual costs for the work described in Section 3 below (the "Work"). 2. Upon payment of the Initial Payment Amount set forth in Section 6 below, Transmission Owner agrees to use reasonable efforts to complete the Work to support the proposed In-Service Date ofmay 2017. 3. The Work to be performed by Transmission Owner shall include: Phase 1: an assessment of existing easements to determine the feasibility of utilizing the existing corridor ofthe Marshalltown to Blairstown Junction to Prairie Creek 115 kv line. The estimated cost of the easement assessment is $15,000. The assessment of existing easements will require approximately 1 month to complete. After completion of the assessment of the existing easements, the Interconnection Customer and Transmission Owner will meet to discuss the summary findings of the easement assessment. Phase 2: A route study. After the assessment meeting, the Interconnection Customer will determine whether or not it desires to proceed with the route study (Phase 2) and will notify the Transmission Owner in writing, within ten (10) business days ofthe assessment meeting of its decision. It is estimated that the route study will require approximately 9 months to complete, and, and the estimated cost of the route study is $300,000. These estimated costs are associated with real estate and right of way work and preliminary franchise, routing, and engineering design

Letter Agreement re: Project 1233 Page4 work necessary to permit Transmission Owner to construct the Interconnection Facilities and Network Upgrades. 4. Upon receipt of the Initial Payment Amount set forth in Section 6 below, Transmission Owner shall commence the Work. Construction of any Interconnection Facilities or Network Upgrades cannot commence until 1) execution of a GIA among the Parties, or the filing of an unexecuted GIA among the Parties that is accepted by FERC; and 2) Interconnection Customer has provided required funding under the GIA. 5. Interconnection Customer shall have the right to terminate this Agreement prior to execution of the GIA after providing the Transmission Provider and Transmission Owner with thirty (30) days' written notice. Notice oftermination shall be effective on the 30th day following receipt by the Transmission Provider and Transmission Owner of the notice of termination. Upon termination by Interconnection Customer, Interconnection Customer shall be responsible for the prompt payment of all actual costs incurred by Transmission Owner prior to the effective date of termination and such reasonable termination expenses including, but not limited to, any incurred reasonable operating expenses, previously incurred reason. :ble capital costs, reasonable penalties for early termination, and reasonable cost of removal and site restoration. Upon receipt of such termination notice from Interconnection Customer, Transmission Provider and Transmission Owner shall use commercially reasonable efforts to mitigate any termination expenses and/or cancellation costs. 6. Within ten (10) days following the execution ofthis Agreement by all ofthe Parties, Interconnection Customer shall pay Transmission Owner the sum of $15,000 ("Initial Payment Amount") as payment for Phase 1 of the Work pursuant to paragraph 3, above. Should Transmission Owner continue with phase 2 of the Work in accordance with the terms of

paragraph 3 herein, additional payments shall be paid to Transmission Owner by Interconnection Customer as set forth in Table 1 Payment Schedule without invoice by the Transmission Owner. Table 1 -Payment Schedule Payment Amount Due Date 1 $15,000 Within 10 days ofthe Parties' execution ofthe Agreement 2 $300,000.00 Simultaneous with IC's written notice to TO to continue onto Phase 2 of the Work Interconnection Customer's failure to provide funds in accordance with the Payment Schedule above within ten (1 0) days of the due date of any payment will result in a termination of this Agreement. If Transmission Owner incurs actual costs for the Work exceeding $315,000 ("Additional Amounts"), Transmission Owner shall invoice Interconnection Customer for such Additional Amounts in accordance with this Agreement, with sufficient details supporting such Additional Amounts. If, at any time during the course of the Work, the Transmission Owner expects that the Work will exceed the estimated costs, the Transmission Owner will notify the Interconnection Customer of such expected cost overage, including both an explanation of the cost overage and the expected amount of such overage. Additional Amounts due from Interconnection Customer are required to be paid to Transmission Owner within 30 days following receipt of an invoice from Transmission Owner. If the Interconnection Customer fails to pay any invoiced amount in excess of the Initial Payment Amount within 30 days following the receipt of such invoice, then the Transmission Owner's obligations under this Agreement shall cease. Should Interconnection Customer dispute an invoice, Interconnection Customer may

request Dispute Resolution under the dispute resolution provisions of the Tariff. Interconnection Customer will also be responsible for any tax gross up fees, if applicable, associated with the Work. Interconnection Customer's failure to pay Transmission Owner as provided for in this Agreement, may delay Transmission Owner's completion of the Interconnection Facilities and Network Upgrades in a timely manner. 7. Transmission Owner shall begin the Work only after receipt of the Initial Payment Amount and shall use reasonable commercial efforts to complete the Work as necessary to support the investigation of the Transmission Owner's land rights for its existing Marshalltown to Blairstown Junction to Prairie Creek 115 kv line and to determine the feasibility for constructing a 345 kv re-built circuit utilizing the existing line's right of way as more fully stated in paragraph 3 of this Agreement. The GIA shall replace and supersede this Agreement and shall govern the performance and obligations related to this Agreement, and this Agreement shall terminate, except to the extent that amounts due under this Agreement have not been invoiced or paid. This Agreement shall continue in full force and effect until such time as all amounts due shall have been paid. 8. Interconnection Customer shall provide to Transmission Owner all information necessary to perform the activities specified under this Agreement. 9. This Agreement constitutes the entire agreement among the Parties regarding the subject matter ofthis Agreement. No modification to any of the provisions ofthis Agreement shall be binding unless reduced to writing and approved by the duly authorized representatives of Interconnection Customer, Transmission Owner and the Midwest ISO. 10. This Agreement is executed pursuant to Section 9 of the Generator Interconnection Procedures provided in Attachment X of the Tariff. In the event of a conflict between this

Agreement and the Tariff, the Tariff shall control. Each Party represents and warrants that it has full power and authority to enter into this Agreement. The person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. 11. The Parties acknowledge and understand that the signature of the authorized officer of the Midwest ISO on this Agreement is for the limited purpose of acknowledging that the representative of the Midwest ISO has read the terms of this Agreement. The Parties and the Midwest ISO further state that they understand that FERC desires that the Parties keep the Midwest ISO fully apprised of the matters addressed herein as well as any reliability and planning issues that may arise under this Agreement, and that the signature of the officer of the Midwest ISO shall not in any way be deemed to imply that the Midwest ISO is taking responsibility for the actions of either Party, that the Midwest ISO has any affirmative duties under this Agreement or that the Midwest ISO is liable in any way under this Agreement. THIS AGREEMENT IS ENTERED INTO BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES WHOSE SIGNATURES ARE SET FORTH BELOW. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Interstate Power and Light Company Name -~Tc~v~~~-~=~~!&~1~/~e~~~--- Title -----'2--"'/t-U-c &--c/ ltc Midwest LLC, a Michigan Limited Liability Company By: ITC Holdings Corp., a Michigan Corporation, its sole member By Name Title Douglas C. Collins Vice President The signature below of the authorized officer of the Midwest ISO is for the limited purpose of acknowledging that an authorized officer of the Midwest ISO has read this Agreement. Midwest Independent Transmission System Operator, Inc. William C. Phillips Vice President of Reliability & Security Relations

Interstate Power and Light Company By Nrune Title------------- ITC Midwest LLC, a Michigan Limited Liability Company By: ITCH~ Corp., a Michi an Co,~ration, its sole member By~~==~~-=~~~~~----- Name Title Douglas C. Collins Vice President The signature below of the authorized officer of the Midwest ISO is for the limited purpose of acknowledging that an authorized officer of the Midwest ISO has read this Agreement. Midwest Independent Transmission System Operator, Inc. Willimn C. Phillips Vice President of Reliability & Security Relations

Interstate Power and Light Company By Name Title------------------------- ltc Midwest LLC, a Michigan Limited Liability Company By: ltc Holdings Corp., a Michigan Corporation, its sole member By Name Title Douglas C. Collins Vice President The signature below of the authorized officer of the Midwest ISO is for the limited purpose of acknowledging tfiat an authorized officer of the Midwest ISO has read this Agreement. Midwest lnde~?~erator nc. WILLIAM C. PHILLIPS WilliJ\4~.IPfflt$ipient Vice ~~~to/fcfie$ie~thltit~~r8rll-ela's ~1-24- /'J