Service Agreement - ALLIANT ENERGY CORP - 8-14-1998

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EXHIBIT 10.2 As Executed SERVICE AGREEMENT (Non-Utility Companies) This Service Agreement is made and entered into as of the 22nd day of May, 1998 by and among ALLIANT INDUSTRIES, INC., IPC DEVELOPMENT COMPANY, INC. (individually, a "Client Company" and collectively, the "Client Companies") and ALLIANT SERVICES COMPANY (the "Service Company"), a service company subsidiary of Interstate Energy Corporation. WITNESSETH WHEREAS, the Securities and Exchange Commission (hereinafter referred to as the "SEC") has approved and authorized as meeting the requirements of Section 13(b) of the Public Utility Holding Company Act of 1935 (hereinafter referred to as the "Act"), the organization and conduct of the business of the Service Company in accordance herewith, as a wholly owned subsidiary service company of Interstate Energy Corporation; and WHEREAS, the Service Company and the Client Companies desire to enter into this Service Agreement whereby the Service Company agrees to provide, and the Client Companies agree to accept and pay for, various services as provided herein in accordance with applicable rules and regulations under the Act, which require the Service Company to fairly and equitably allocate costs among all associate companies to which it renders services, including the Client Companies and other associate companies which are not a party to this Service Agreement; and WHEREAS, economies and efficiencies benefiting the Client Companies will result from the performance by the Service Company of services as herein provided; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties to this Service Agreement covenant and agree as follows: ARTICLE I - SERVICES Section 1.1 The Service Company shall furnish to a Client Company, if requested by such Client Company, upon the terms and conditions hereinafter set forth, such of the services described in Appendix A hereto, at such times, for such periods and in such manner as the Client Company may from time to time request and which the Service Company concludes it is able to perform. The Service Company shall also provide a Client Company with such special services, in addition to those services described in Appendix A hereto, as may be requested by such Client Company and which the Service Company concludes it is able to perform. In supplying such services, the Service Company may arrange, where it deems appropriate, for the services of such experts, consultants, advisers and other persons with necessary qualifications as are required for or pertinent to the performance of such services. Section 1.2 Each Client Company shall take from the Service Company such of the services described in Section 1.1, and such additional general or special services, whether or not now contemplated, as are requested from time to time by such Client Company and which the Service Company concludes it is able to perform. Section 1.3 The services described herein shall be directly assigned or allocated by activity, project, program, work order or other appropriate basis. A Client Company shall have the right from time to time to amend, alter or rescind any activity, project, program or work order provided that (i) any such amendment or alteration which results in a material change in the scope of the services to be performed or equipment to be provided is agreed to by the Services Company, (ii) the cost for the services covered by the activity, project, program or work order shall include any expense incurred by the Service Company as a direct result of such amendment, alteration or rescission of the activity, project, program or work order, and (iii) no amendment, alteration or rescission of an activity, project, program or work order shall release a Client Company from liability for all costs already incurred by or contracted for by the Service Company pursuant to the activity, project, program or work order, regardless of whether the services associated with such costs have been completed.

ARTICLE II - COMPENSATION Section 2.1 As compensation for the services to be rendered hereunder, each Client Company shall pay to the Service Company all costs which reasonably can be identified and related to particular services performed by the Service Company for or on behalf of such Client Company; provided that in respect to services performed for an associate company which is a foreign utility company ("FUCO") that qualifies for exemption under section 33 of the Act, such FUCO shall pay the fair market value of such services, but in any event no less than the cost thereof. Where more than one Client Company is involved in or has received benefits from a service performed, the costs of such service will be directly assigned or allocated, as set forth in Appendix A hereto, between or among such Client Companies on a basis reasonably related to the service performed to the extent reasonably practicable. Section 2.2 It is the intent of this Agreement that charges for services shall be distributed among the Client Companies, to the extent possible, based upon direct assignment. The amounts remaining after direct assignment shall be allocated among the Client Companies (and other affiliates of Interstate Energy Corporation for which services are rendered by the Service Company, where applicable) using the method identified in Appendix A. The method of assignment or allocation of costs shall be subject to review annually, or more frequently if appropriate. Such method of assignment or allocation of costs may be modified or changed by the Service Company without the necessity of an amendment to this Service Agreement; provided that, in each instance, all services rendered hereunder shall be at actual cost thereof, fairly and equitably assigned or allocated, all in accordance with the requirements of the Act and any orders promulgated thereunder; provided further that services rendered to foreign affiliates which qualify for exemption under Rule 83(a) under the Act may be furnished by the Service Company at the fair market value thereof (but not less than the cost thereof). The Service Company shall review with the Client Companies any proposed material change in the method of assignment or allocation of costs hereunder and the parties must both agree to any changes before they are implemented. In addition, no such agreed upon material change shall be made unless and until the Service Company shall have first given written notice to the Illinois Commerce Commission, the Minnesota Public Utilities Commission, the Public Service Commission of Wisconsin, the Iowa Utilities Board (collectively, the "State Commissions") and the SEC not less than 60 days prior to the proposed effective date thereof. Section 2.3 The Service Company shall render a monthly bill to each Client Company which shall reflect the billing information necessary to identify the costs charged for the preceding month. Section 2.4 It is the intent of this Service Agreement that the payment for services rendered by the Service Company to the Client Companies under this Service Agreement shall cover all of the costs of its doing business (less the costs of services provided to affiliated companies not a party to this Service Agreement and to other non-affiliated companies, and credits for miscellaneous income items), including, but not limited to, salaries and wages, office supplies and expenses, outside services employed, property insurance, injuries and damages, employee pensions and benefits, miscellaneous general expenses, rents, maintenance of structures and equipment, depreciation and amortization, and compensation for use of capital as permitted by Rule 91 of the SEC under the Act. ARTICLE III - TERM Section 3.1 This Service Agreement shall become effective on the date hereof, subject to the receipt of required regulatory approvals, and shall continue in force with respect to a Client Company until terminated by the Client Company, or by the Service Company with respect to such Client Company, or until terminated by unanimous agreement of all Client Companies, in each case upon not less than one year's prior written notice to all other parties unless otherwise mutually agreed. This Service Agreement may also be subject to termination or modification at any time, without notice, if and to the extent performance under this Service Agreement may conflict with the Act or with any rule, regulation or order of the SEC adopted before or after the date of this Service Agreement. ARTICLE IV - MISCELLANEOUS Section 4.1 All accounts and records of the Service Company shall be kept in accordance with the General Rules and Regulations promulgated by the SEC pursuant to the Act, in particular, the Uniform System of Accounts for Mutual Service Companies and Subsidiary Services Companies in effect from and after the date hereof.

Section 4.2 Each client company shall cause each of its direct or indirect non-utility subsidiaries which may come into existence after the effective date of this Service Agreement to become an additional Client Company (collectively, the "New Client Companies") subject to this Service Agreement. In addition, the parties hereto shall make such changes in the scope and character of the services to be rendered and the method of assigning or allocating costs of such services among the Client Companies and the New Client Companies under this Service Agreement as may become necessary or appropriate. Section 4.3 The Service Company shall permit each Client Company, and others as required under applicable rule or regulation, such reasonable access to its accounts and records, including the basis and computation of allocations, as shall be necessary for such persons to review such Client Company's operating results. Section 4.4 This Service Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, may be executed in any number of counterparts with the same effect as if the signatures thereto and hereto were on the same instrument, and may not be amended except by written instrument executed by all parties hereto. ARTICLE V - AMENDMENTS Section 5.1. Prior to filing any amendment to this Service Agreement with the SEC, the parties will file with the applicable State Commissions, as provided by law or stipulation, a copy of such amendment. In the event that a State Commission, within forty-five days of filing with such State Commission, does not object to an amendment, or issue a letter requiring that the amendment be held in abeyance until such State Commission completes its review, the parties may file the proposed amendment with the SEC. Section 5.2. In the event that an amendment is finally rejected or disapproved or found to be unreasonable by one or more of the State Commissions prior to filing with the SEC, the amendment will not become effective and the parties will not request SEC approval of the amendment. Section 5.3. In the event that an amendment is rejected or disapproved or found to be unreasonable by one or more of the State Commissions after it has been filed with the SEC but before it as been approved by the SEC, the amendment will be terminated and the parties agree to request withdrawal of the filing. Section 5.4. In the event that an amendment is rejected, disapproved or found to be unreasonable by one or more of the State Commissions before it has been approved by the SEC, the parties shall have the right to request further revisions of the amendment in order to cure or remove the cause of the State Commission's rejection, disapproval or finding of unreasonableness. Upon request by a party, the other parties agree promptly to negotiate in good faith to revise the amendment, and thereafter to file for any necessary regulatory authorization of the renegotiated amendment. If the parties are unable to reach agreement satisfactory to each of them and to each affected State Commission after good faith negotiations, then Section 5.2 or 5.3 above, as applicable, will apply. Section 5.5. In the event that all the State Commissions have previously approved an amendment prior to SEC approval, Section 5.6 below shall not apply. Section 5.6. In the event that an amendment has become effective and is subsequently rejected, disapproved or found to be unreasonable by one or more of the State Commissions, the parties will make a good faith effort to terminate, amend or modify the amendment in a manner which remedies the State Commission's adverse findings without adverse impact on any of the parties. The parties will request to meet with representatives of the State Commissions and make a good faith attempt to resolve any differences in the affected states regarding the subject amendment. If agreement can be reached to terminate, amend or modify the amendment in a manner satisfactory to the contracting parties and to the representatives of each State Commission, the parties shall file such amended contract with the appropriate state and federal regulatory agencies, seeking all necessary regulatory authorizations. If the parties are unable to reach agreement satisfactory to each of them and to each affected State Commission, after good faith negotiations, then they shall be under no obligation to further amend the amendment. IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be executed as of the date and year first above written. ALLIANT SERVICES COMPANY

By:___________________________ Title: ALLIANT INDUSTRIES INC. By:____________________________ Title: IPC DEVELOPMENT COMPANY, INC. By:____________________________ Title:

Appendix A Description of Services and Determination of Charges for Services I. The Service Company will maintain an accounting system for accumulating all costs on an activity, project, program, work order, or other appropriate basis. To the extent practicable, time records of hours worked by Service Company employees will be kept by activity, project, program or work order. Charges for salaries will be determined from such time records and will be computed on the basis of employees, effective hourly rates, including the cost of fringe benefits and payroll taxes. Records of employee-related expenses and other costs will be maintained for each functional group within the Service Company (hereinafter referred to as "Function"). Where identifiable to a particular activity, project, program or work order, such costs will be directly assigned to such activity, project, program or work order. Any costs not directly assigned by the Service Company will be allocated monthly in accordance with this Appendix A. The Service Company will develop and maintain written guidelines to govern the methods and procedures for charging and allocating costs among the affiliated companies of the Service Company and among Functions within the Service Company. The Service Company will subject the affiliate transactions to internal auditing procedures on a periodic basis for compliance with the Service Agreement, written guidelines and orders and rules of regulatory agencies. II. Service Company costs accumulated for each activity, project, program or work order will be directly assigned where possible. The amounts that cannot be directly assigned shall be allocated to the Client Companies or other Functions within the Service Company as described in this Appendix A. To the extent possible, such allocations shall be based on cost-causal relationships. The overall process of determining responsibility for Service Company costs shall be as follows: 1. Direct assignment. Costs accumulated in an activity, project, program, or work order for services performed specifically for a single Client Company or Function will be directly assigned and charged to such Client Company or Function. 2. Allocation based on cost-causal relationship. Costs accumulated in an activity, project, program or work order for services performed specifically for two or more (but not all) Client Companies or Functions and which cannot be directly assigned will be allocated among and charged to such Client Companies or Functions by application of one or more of the allocation ratios described in paragraphs III and IV of this Appendix A; provided that the denominator used in determining each such ratio shall include only the Client Companies or Functions for which the services are specifically performed. 3. Allocation for services of a general nature. Costs accumulated in an activity, project, program, or work order for services of a general nature which are applicable to all Client Companies or Functions or to a class or classes of Client Companies or Functions will be allocated among and charged to such Client Companies or Functions by application of one or more of the allocation ratios described in paragraphs III and IV of this Appendix A. III. The following ratios will be applied, as specified in paragraph IV of this Appendix A, to allocate costs (a) for

A ratio, based on the sum of the number of employees at the end of each month for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company or Service Company Function and the denominator of which is for all Client Companies (and Interstate Energy Corporation's nonutility and non-domestic utility affiliates for which the Service Company provides services, where applicable) and/or the Service Company. 3. Total Assets Ratio A ratio, based on the sum of the total assets at the end of each month for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company and the denominator of which is for all Client Companies (and Interstate Energy Corporation's non-utility and non-domestic utility affiliates for which the Service Company provides services, where applicable). 4. Number of Central Processing Unit Seconds Ratio A ratio, based on the number of central processing unit seconds expended to execute mainframe computer software applications for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company or Service Company Function, and the denominator of which is for all Client Companies (and Interstate Energy Corporation's non-utility and non-domestic utility affiliates, where applicable) and/or the Service Company. 5. Gross Plant Ratio A ratio, based on the sum of direct plant at the end of each month for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company and the denominator of which is for all Client Companies (and Interstate Energy Corporation's non-utility and non-domestic utility affiliates, where applicable). 6. General Ratio A ratio, based on the sum of all Service Company expenses directly assigned or allocated, based on allocators other than this "General Ratio," to Client Companies (excluding fuel, gas, purchased power and the cost of goods sold) for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company or Function and the denominator of which is for all Client Companies (and Interstate Energy Corporation's non-utility and non-domestic utility affiliates, where applicable) and/or the Service Company. As used herein, cost of goods sold represents materials that are resold to the ultimate consumer. 7. Units Sold or Transported Ratio A ratio, based on appropriate Client Company electric, gas, steam or water units of sale and/or transport, excluding intra- system sales, for the immediately preceding twelve consecutive calendar months, the numerator of which is for a Client Company and the denominator of which is for all Client Companies (and Interstate Energy Corporation's non-utility and foreign utility companies for which the Service Company provides energy-related services, where applicable). The product-specific units of sales are domestic kilowatt-hour electric sales, dekatherms of gas sold or transported, units of water, or units of steam. A separate ratio will be calculated and used for each utility type (electric, gas, water and steam). IV. A description of each Function's activities, which may be modified from time to time by the Service Company, is set forth below. As described in paragraph II, number 1 of this Appendix A, where identifiable, costs will be directly assigned to the Client Companies or to other Functions of the Service Company. For costs accumulated in activities, projects, programs, or work orders which are for services of a general nature or for services performed specifically for two or more (but not all) Client Companies or Functions which cannot be directly assigned, as described in paragraph II, numbers 2 and 3 of this Appendix A, the method or methods of allocation will be based upon the applicable allocation ratios (modified as described in paragraph II, number 2, if applicable) set forth below in brackets [Allocator] for each Function. 1. Information Systems

Provides communications and electronic data processing services such as: (1) Development and support of mainframe computer software applications. [Number of Central Processing Unit Seconds Ratio, #4] (2) Procurement and support of personal computers and related network and software applications. [Number of Employees Ratio, #2] (3) Operation of data center. [Number of Central Processing Unit Seconds Ratio, #4] (4) Installation and operation of communications systems.

[Number of Employees Ratio, #2] 2. Transportation Procures and maintains transportation vehicles and equipment.

[Number of Employees Ratio, #2] 3. Human Resources Establishes and administers policies and supervises compliance with legal requirements in the areas of employment, compensation, benefits and employee health and safety. Processes payroll and employee benefit payments. Supervises contract negotiations and relations with labor unions. [Number of Employees Ratio, #2] 4. Materials Management Provides services in connection with the procurement of materials and contract services and management of material and supplies inventories. [Material, Supplies and Services Ratio, #1] 5. Facilities Operates and maintains office and service buildings. Provides security and housekeeping services for such buildings and procures office furniture and equipment. [Gross Plant Ratio, #5] 6. Accounting Maintains corporate books and records, prepares financial and statistical reports, processes payments to vendors, prepares tax filings and supervises compliance with tax laws and regulations. [General Ratio, #6] 7. Environmental Affairs Establishes policies and procedures for compliance with environmental laws and regulations. Studies emerging environmental issues, monitors compliance with environmental requirements and provides training to the Client Companies' personnel. [Units Sold or Transported Ratio, #7] 8. Public Affairs Prepares and disseminates information to employees, customers, government officials, communities and the media. Provides graphics, reproduction lithography, photography and video services. [General Ratio, #8] 9. Legal Renders services relating to labor and employment law, litigation, contracts, rates and regulatory affairs, environmental matters, financing, financial reporting, real estate and other legal matters. [General Ratio, #8]

10. Finance Renders services to Client Companies with respect to investments, financing, cash management, risk management, claims and fire prevention. Prepares reports to the SEC, budgets, financial forecast and economic analyses. [General Ratio, #8] 11. Land and Right of Way Purchases, surveys, records, and sells real estate interests for Client Companies. [Gross Plant Ratio, #5] 12. Internal Auditing Reviews internal controls and procedures to ensure that assets are safeguarded and that transactions are properly authorized and recorded. [General Ratio, #8] 13. Investor Relations Provides communications to investors and the financial community, performs transfer agent and shareholder record keeping functions, administers stock plans and performs stock- related regulatory reporting. [Total Assets Ratio, #3] 14. Planning Facilitates preparation of strategic and operating plans, monitors trends and evaluates business opportunities. [General Ratio, #8] 15. Executive Provides general administrative and executive management services. [General Ratio, #8]

Exhibit 10.3 As Executed SYSTEM COORDINATION AND OPERATING AGREEMENT Among IES Utilities Inc. Interstate Power Company Wisconsin Power & Light Company Alliant Services, Inc. -April 11, 1997-

SYSTEM COORDINATION AND OPERATING AGREEMENT
TABLE OF CONTENTS

Article I Term of Agreement Article II

Exhibit 10.3 As Executed SYSTEM COORDINATION AND OPERATING AGREEMENT Among IES Utilities Inc. Interstate Power Company Wisconsin Power & Light Company Alliant Services, Inc. -April 11, 1997-

SYSTEM COORDINATION AND OPERATING AGREEMENT
TABLE OF CONTENTS

Article I Term of Agreement Article II Definitions 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 Agent Agreement Capacity Commitments Capacity Commitment Charge Central Control Center Chief Executive Office (CEO) Company and Companies Company Capability Company Demand Company Hour Capability Company Load Responsibility Company Operating Capability Company Operating Reserve Company Peak Demand Day Economic Dispatch Energy Entitlement Generating Unit Hour Intertransmission Facilities Joint Facilities Plan Joint Unit Margin Month Net Plant Capability Open Access Transmission Tariff Operating Committee Own Load Parent Company Planning Reserve Level Pool Energy Power Prorated Reserve Level Reserve Capacity (Company or System) Seller's Incremental Energy Cost System

SYSTEM COORDINATION AND OPERATING AGREEMENT
TABLE OF CONTENTS

Article I Term of Agreement Article II Definitions 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 2.27 2.28 2.29 2.30 2.31 2.32 2.33 2.34 2.35 2.36 2.37 2.38 2.39 2.40 2.41 2.42 2.43 2.44 2.45 2.46 2.47 Article III Objectives 3.01 Article IV Agent 4.01 Responsibility of the Agent Purpose Agent Agreement Capacity Commitments Capacity Commitment Charge Central Control Center Chief Executive Office (CEO) Company and Companies Company Capability Company Demand Company Hour Capability Company Load Responsibility Company Operating Capability Company Operating Reserve Company Peak Demand Day Economic Dispatch Energy Entitlement Generating Unit Hour Intertransmission Facilities Joint Facilities Plan Joint Unit Margin Month Net Plant Capability Open Access Transmission Tariff Operating Committee Own Load Parent Company Planning Reserve Level Pool Energy Power Prorated Reserve Level Reserve Capacity (Company or System) Seller's Incremental Energy Cost System System Capability System Demand System Load Responsibility System Operating Capability System Operating Reserve System Peak Demand Total Energy Cost Transmission Services Organization Variable Energy Cost Year

4.01 4.02 4.03 4.04 4.05 Article V

Responsibility of the Agent Delegation and Acceptance of Authority Reporting Delegation to the Transmission Services Organization Delegation to Services

Operating Committee 5.01 Article VI Operations 6.01 6.02 6.03 6.04 6.05 6.06 6.07 Article VII Transmission 7.01 7.02 7.03 7.04 7.05 7.06 7.07 7.08 7.09 Article VIII Central Control Center 8.01 8.02 8.03 Article IX General 9.01 9.02 9.03 9.04 9.05 9.06 9.07 9.08 9.09 9.10 Schedules A B C D E F G Joint Unit Company Units Capacity Commitment Charge Payments and Receipts for Pool Energy Exchanges Among the Companies Distribution of Margin for Off-System Energy Purchases and Sales Distribution of Operating Expenses of the Central Control Center Transmission Revenue Allocation Regulatory Authorization Effect on Other Agreements Schedules Measurements Billings Waivers Successors and Assigns; No Third Party Beneficiary Independent Contractors Responsibility and Liability Affiliate Transaction Pricing Central Control Center Expenses Communication and Other Facilities Availability of Intertransmission Facilities Availability of Direct Assignment Facilities Transmission Service Revenue Communications Network Transmission Service Reservation Point-to-Point Transmission Services Ancillary Services Intertransmission Facilities Transmission Losses Planning and Authorization of Production Facilities Planning Reserve Levels Provision to Achieve Planning Capacity Sales and Purchases and Reserve Shortfalls Energy Exchanges Among Companies Energy Exchange Pricing Energy Exchanges with Non-Affiliated Utilities Operating Committee

SYSTEM COORDINATION AND OPERATING AGREEMENT Among IES Utilities, Inc. Interstate Power Company Wisconsin Power & Light Company Alliant Services, Inc.

THIS AGREEMENT is made and entered into this 11th day of April 1998, by and among IES Utilities, Inc., hereinafter called IES; Interstate Power Company, hereinafter called IPC; Wisconsin Power & Light Company, hereinafter called WPL; and Alliant Services, Inc., hereinafter called Services; all of whose common stock is to be owned by Interstate Energy Corporation d/b/a Alliant Corporation. WHEREAS, IES, IPC, and WPL are the owners and operators of electric generation, transmission, and distribution facilities with which they are engaged in the business of generating, transmitting, and selling electric Energy to the general public and to other electric utilities; and WHEREAS, upon consummation of the merger transactions that will establish them as subsidiaries of Interstate Energy Corporation; the Companies can achieve a greater realization of economic benefits for their customers through operation as a single integrated and centrally dispatched system, and through a greater level of coordinated planning, construction, operation and maintenance of their electric supply facilities; and WHEREAS, the foregoing benefits will be more economically achieved and their attainment will be facilitated by having certain services performed by an agent for the Companies; and WHEREAS, the Companies believe that Services is qualified to perform such services for them, as Agent. NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein, the parties hereto mutually agree as follows: ARTICLE I TERM OF AGREEMENT 1.01 This Agreement shall become effective upon the consummation of the merger transactions described in the Agreement and Plan of Merger by and among WPL Holdings, Inc., IES Industries, Inc., and Interstate Power Company, or such later date as may be fixed by any requisite regulatory approval or acceptance for filing. This Agreement shall continue in force and effect for a period of 5 Years from the effective date herein above described, and continue from Year to Year thereafter until terminated by one or more of the parties upon 5 Years written notice to the other parties. 1.02 This Agreement will be reviewed periodically by the Operating Committee to determine whether revisions are necessary to meet changing conditions. In the event that revisions are made by the parties hereto, and after requisite approval or acceptance for filing by the appropriate regulatory authorities, the Operating Committee will thereafter, for the purpose of ready reference to a single document, prepare for distribution to the Companies an amended document reflecting all changes in and additions to this Agreement with notations thereon of the date amended. ARTICLE II DEFINITIONS For the purpose of this Agreement and of the Service Schedules which are attached hereto and made a part hereof, the following definitions shall apply: 2.01 Agent for the Companies shall be Services. 2.02 Agreement shall be this Agreement with all attachments and schedules applying hereto and any amendments made hereafter. 2.03 Capacity Commitment shall be generating capacity committed by a Company to provide capability for other Companies to attain their Planning or Prorated Reserve Levels, whichever shall be lower. 2.04 Capacity Commitment Charge shall be the charge made by a Company supplying a Capacity Commitment to the Company receiving the Capacity Commitment. 2.05 Central Control Center shall be a center operated by the Agent for the optimal utilization of System

SYSTEM COORDINATION AND OPERATING AGREEMENT Among IES Utilities, Inc. Interstate Power Company Wisconsin Power & Light Company Alliant Services, Inc.

resources for the supply of Power and Energy. 2.06 Chief Executive Officer (CEO) shall be the Chief Executive Officer of Interstate Energy Corporation. 2.07 Company shall be one of the Interstate Energy Corporation operating companies and Companies shall be the Interstate Energy Corporation operating companies collectively. 2.08 Company Capability shall be: (a) The sum of the Company net plant capability in megawatts, plus (b) The megawatt amount of purchases and exchanges without reserves, under contract from other systems; less (c) The megawatt amount of sales and exchanges without reserves, under contract to other systems. 2.09 Company Demand shall be the demand in megawatts of all retail and wholesale power customers on whose behalf the Company, by statute, franchise, regulatory requirement, or contract, has undertaken an obligation to construct and operate its system to meet the reliable electric needs of such customers, integrated over a period of one hour, plus the losses incidental to that service. 2.10 Company Hourly Capability for a Company shall be: (a) The megawatt amount of dependable capability of the Company's generating units on line, including its shares of Joint Units with associated Companies and its shares of joint units with non-associated companies, during the Hour; plus (b) The megawatt amount of capability available to the Company under contract from non-associated companies during the Hour; plus (c) The megawatt amount of capability available from other Companies in the form of Capacity Commitments during the Hour; less (d) The megawatt amount of capability available from the Company to non-associated companies under contract during the Hour; less (e) The megawatt amount of capability available from the Company to other Companies in the form of Capacity Commitments during the Hour. 2.11 Company Load Responsibility shall be as follows: (a) Company Peak Demand; less (b) Interruptible load including direct load control included in (a) above; plus (c) The contractual amount of sales and exchanges including applicable reserves during the period to other systems; less (d) The contractual amount of purchases and exchanges including applicable reserves during the period from other systems. 2.12 Company Operating Capability shall be the dependable net capability in megawatts of Generating Units of a Company carrying load or ready to take load. 2.13 Company Operating Reserve shall be the excess of Company Operating Capability over Company Load Responsibility expressed in megawatts. 2.14 Company Peak Demand for a period shall be the highest Company Demand for any hour during the period. 2.15 Day shall be a continuous 24-Hour period beginning at midnight (0000). NORMALLY CALLED MIDNIGHT AS MEASURED IN CENTRAL PREVAILING TIME. 2.16 Economic Dispatch shall be the distribution of total generation requirements among alternative sources for system economy with due consideration of incremental generating costs, incremental transmission losses, and system reliability. 2.17 Energy shall be a measure of work expressed in megawatt-hours (MWH). 2.18 Entitlement Energy shall be the Energy from a Joint Unit to which a Company is entitled by reason of its ownership position in that unit, expressed in megawatt-hours. 2.19 Generating Unit shall be an electric generator, together with its prime mover and all auxiliary and appurtenant devices and equipment designed to be operated as a unit for the production of electric Power and Energy. The above is to include equipment necessary for connection to the transmission system. The high side of the step-up transformer is the intended point of connection to the transmission system. 2.20 Hour shall be a clock-hour. 2.21 Intertransmission Facilities shall be those transmission facilities which are required for the effective utilization of System resources in the economic exchange of capacity and Energy among the Companies and with other systems. 2.22 Joint Facilities Plan shall be the formal documented plan developed from time to time for all future Generating Units of the Companies and other resources and all additional Intertransmission Facilities. 2.23 Joint Unit shall be any Generating Unit and its outlet transmission that is jointly owned by two or more of the Companies. 2.24 (a) Margin on Sales shall be the difference between: (1) the revenue from non-firm off-System Energy sales and (2) the Seller's Incremental Energy Cost incurred in making such sales.

(b) Margin on Purchases shall be the difference between (1) the Buyer's Decremental Energy Value avoided as a result of non-firm off- System Energy purchases and (2) payments for non-firm off-System Energy purchases. (c) Margin for a given period shall be the sum of the amounts developed under 2.24 (a) and 2.24 (b). 2.25 Month shall be a calendar Month consisting of the applicable 24-hour periods as measured by Central Prevailing Time as required by the appropriate reliability region. 2.26 Net Plant Capability shall be the capability measured in megawatts (MW) as tested by procedures agreed upon by the Operating Committee, and as required by the reliability region. 2.27 Open Access Transmission Tariff (OATT) shall be the Open Access Transmission Tariff filed with the Federal Energy Regulatory Commission by Services on behalf of the Companies. 2.28 Operating Committee shall be the organization established pursuant to Section 5.01 and whose duties are more fully set forth therein. 2.29 Own Load shall be Energy required to meet Company Demand plus any off-System firm Energy served by the Company under contract existing as of the effective date of this agreement. 2.30 Parent Company shall be Interstate Energy Corporation d/b/a Alliant Corporation. 2.31 Planning Reserve Level shall be the megawatt amount of required Reserve Capacity for a Company, expressed as a percentage of its forecasted Company Load Responsibility. 2.32 Pool Energy shall be the Energy supplied and sold by one Company to another Company to enable the purchasing Company to meet that portion of its Own Load that could not be served by the purchasing Company's other resources. 2.33 Power shall be the rate of doing work and shall be expressed in megawatts (MW). 2.34 Prorated Reserve Level shall be a percentage reserve level for each Company that when divided by that Company's Planning Reserve Level gives the same quotient as that for all other Companies. 2.35 Reserve Capacity (Company or System) shall be that amount in megawatts by which Company or System Capability exceeds Company or System Load Responsibility. 2.36 Seller's Incremental Energy Cost shall be the Variable Energy Cost or purchased Energy cost which a selling Company incurs in order to supply energy for resale. 2.37 System shall be the interconnected coordinated electric generation and transmission systems of the Companies. 2.38 System Capability shall be the arithmetical sum in megawatts of the individual Company Capabilities. 2.39 System Demand shall be the arithmetical sum in megawatts of the individual Companies' clock-hour demand. 2.40 System Load Responsibility shall be as follows: (a) System Peak Demand; less (b) Interruptible load including direct load control included in (a) above; plus (c) The arithmetic sum of all of the Companies' contractual amount of sales and exchanges with applicable reserves during the period to other systems; less (d) The arithmetic sum of all of the Companies' contractual amount of purchases and exchanges with applicable reserves during the period from other systems. 2.41 System Operating Capability shall be the arithmetical sum in megawatts of the individual Company Operating Capabilities. 2.42 System Operating Reserve shall be the arithmetical sum of the individual Company Operating Reserves, expressed in megawatts. 2.43 System Peak Demand for a period shall be the highest System Demand for any hour during the period. 2.44 Total Energy Cost shall be the total cost of all fuel consumed by the unit in such month divided by the net kilowatt hours that month plus an amount established by the Operating Committee to cover (1) the average production cost other than fuel and (2) the incremental transmission losses incurred in supplying the participant's on any other system. 2.45 Transmission Services Organization shall be an organization within Services which is the Designated Agent for the Companies as Transmission Providers under the OATT. 2.46 Variable Energy Cost shall be the incremental delivered fuel cost for the last generated MW, variable O&M cost, any associated start up cost, incremental losses and relevant emissions cost. 2.47 Year shall be a calendar Year. ARTICLE III OBJECTIVES 3.01 Purpose The purpose of this Agreement is to provide the contractual basis for coordinated planning, construction, operation and maintenance of the System to achieve optimal economies, consistent with reliable

electric service, reasonable utilization of natural resources, and environmental requirements. ARTICLE IV AGENT 4.01 Responsibility of the Agent The Companies hereby designate Services as their Agent for the purpose of: (a) coordinating the planning, operating and maintaining of the Generating Units and Intertransmission Facilities of the Companies; (b) design and construction of the Joint Units; and (c) design, construction, operation and maintenance of the Central Control Center. 4.02 Delegation and Acceptance of Authority The Companies hereby delegate to the Agent and the Agent hereby accepts responsibility and authority for the duties listed in Section 4.01 and elsewhere in this Agreement. The Agent shall perform each of those duties in consultation with the Operating Committee except as herein expressly established otherwise. 4.03 Reporting The Agent shall provide periodic summary reports of its activities under this Agreement to the Companies and shall keep the Companies and the Operating Committee currently informed of situations or problems which may adversely affect the planning, construction, operation or maintenance of the System. The Agent shall report to the Companies or to the Operating Committee in such additional detail as is requested on specific issues or projects under its supervision as Agent. 4.04 Delegation to the Transmission Services Organization Services shall delegate to the Transmission Services Organization the responsibility and authority to act as Transmission Provider on behalf of the Companies for all of the requirements and purposes of the Open Access Transmission Tariff. 4.05 Delegation to Services The Companies shall delegate to Services the responsibility and authority to act as Customer on behalf of the Companies for all of the requirements and purposes of the Open Access Transmission Tariff. ARTICLE V OPERATING COMMITTEE 5.01 Operating Committee The Operating Committee is the organization established to ensure the coordinated operation of the System by making recommendations to the CEO regarding operations under this Agreement, thereby providing the basis for the CEO's direction of the Agent in the performance of the Agent's duties under this Agreement. The Operating Committee members will be designated by the CEO and shall consist of a chairperson, plus one representative from each Company plus one representative from the Agent. Operating Committee decisions shall be by a majority vote of those present and shall be in the form of recommendations to the CEO. However, any member not present may vest his vote with a proxy. In any non-unanimous decision the principles of the difference shall be reported to the CEO. The chairperson shall vote only in case of a tie. ARTICLE VI OPERATIONS 6.01 Planning and Authorization of Production Facilities (a) Each Company shall forecast the generation requirements to meet its Load Responsibility and its Planning Reserve Level. (b) A current Joint Facilities Plan will be maintained that will provide for the current forecasted System Load Responsibility including the Planning Reserve Level. The Generating Units and purchases identified in Schedule B shall be integrated into the plan. (c) All Generating Units committed to and placed in service after the effective date of this Agreement and all outside capacity purchases contracted after the effective date of this agreement shall be in accordance with the then current Joint Facilities Plan. Joint Units shall be authorized by the Board of Directors of the Parent Company prior to the commencement of detailed engineering of the units. (d) For the purpose of this Agreement the Generating Units listed in Schedule B are not Joint Units. (e) The Company designated by the CEO shall be responsible for the staffing, operation and maintenance of each authorized Joint Generating Unit. 6.02 Planning Reserve Levels The Operating Committee shall periodically review the Planning Reserve Level for each Company and recommend any modifications of such to the CEO.

6.03 Provision to Achieve Planning Reserve Levels (a) Each Company shall own, or have available to it under contract, such generating capability and other facilities as are necessary to supply its Company Load Responsibility plus its Planning Reserve Level. (b) The Joint Facilities Plan shall be periodically reviewed and adjusted to provide the Companies their required Planning Reserve Levels. Any Company with Reserve Capacity in excess of its Planning Reserve Level for a future Year shall offer to commit such excess capacity to Companies with insufficient Reserve Capacity to meet their Planning Reserve Level during that Year. The deficit Companies if they choose to purchase such capacity shall make payments to the excess Companies each Month of the Year the commitment applies in the amount of the Capacity Commitment Charge in accordance with Schedule C. In the event that the System Capability, including outside capacity purchases, is insufficient to meet such Planning Reserve Levels, the companies with excess capability shall commit only that excess capability to the companies with insufficient reserve capacity. (c) The Ownership percentages in future Generating Units are established in accordance with Schedule A, but may be reallocated in the Joint Facilities Plan by recommendation of the Operating Committee and authorization by the CEO. 6.04 Capacity Sales and Purchases and Reserve Shortfalls (a) The Agent is hereby authorized to operate the system as a single control area and shall coordinate and assist the Companies in off-System capacity sales and purchases as may be required by the System to market excess System Capability or meet System Capability deficiencies. (b) All capacity purchases and sales effective beyond the effective date of this Agreement shall be coordinated by the Agent, recommended by the Operating Committee, and approved by the CEO. (c) The System Reserve Capacity shall be at the disposal of any Company requiring such capacity. Should the System be short of capacity as a result of an emergency and be unable to purchase the deficit, each Company shall take such actions as are necessary to bring system load and generation into balance. 6.05 Energy Exchange Among the Companies The Agent shall schedule System Energy output to obtain the lowest cost of Energy for serving System Demand consistent with each Company's operating and security constraints, including voltage control, stability, loading of facilities, operating guides as recommended by the Operating Committee and approved by the CEO, environmental requirements and continuity of service to customers. 6.06 Energy Exchange Pricing For the purpose of pricing Energy exchange among the Companies, System resources shall be utilized to serve System requirements in the following order: (a) Those Generating Units which are designated not to be operated in the order of lowest to highest Variable Cost but are required due to Company operating constraints shall be allocated to the Company requiring the Generating Unit. (b) The lowest Variable Cost generation of each Company's capability shall first be allocated to serve its Own Load. (c) The next lowest Variable Cost portion of each Company's remaining capability shall be allocated to serve Pool Energy requirements of Companies under System Economic Dispatch. Pool Energy shall be priced in accordance with Schedule D. 6.07 Energy Exchanges With Non-Affiliated Utilities The Agent shall coordinate and direct off-System purchases of Energy necessary to meet System requirements or improve System economies. The Agent shall coordinate and direct off-System sales of Energy available after meeting all of the requirements of the System including the energy associated with contractual requirements for off-System capacity sales. Any off-System economy Energy purchases or sales shall be implemented by decremental or incremental System Economic Dispatch as appropriate. Any Margin on Energy purchases from off-System utilities or Margin on Energy sales to off- System utilities shall be distributed to the Companies in accordance with Schedule E. ARTICLE VII TRANSMISSION 7.01 Availability of Intertransmission Facilities Each Company shall make its Intertransmission Facilities available to the Transmission System Operator. 7.02 Availability of Direct Assignment Facilities Each Company shall make Direct Assignment Facilities available to the Transmission System Operator as may be required to provide transmission service to Non-Affiliated Utilities. 7.03 Transmission Service Revenues (a) The Companies shall share all transmission service revenues obtained from the use of the intertransmission facilities that comprise the IEC transmission system in proportion to their respective Company Transmission Revenue Requirements as shown on Schedule G. The Schedule G Annual Transmission Revenue Requirements

shall be revised whenever there is a change to the Annual Transmission Revenue Requirements in Attachment H to the IEC Open Access Transmission Tariff. (b) Revenues received for third-party use of Direct Assignment Facilities shall be distributed to the Companies owning such facilities. (c) The distribution to the Companies of revenues received for stranded costs received from third-party customers under the OATT shall be determined on a case-by-case basis. (d) The distribution to the Companies of revenues received for new facilities and redispatch costs received from third-party customers under the OATT shall be determined on a case-by-case basis. 7.04 Communications All communications by the Companies with the Transmission Services Organization concerning the use of the transmission system shall be through the Open Access Same Time Information System. This restriction does not apply to communications concerning (1) system operating problems; (2) emergency conditions; (3) the Network Operating Agreement and the status of a Company=s particular contracted for transaction; and (4) confidential or proprietary information. 7.05 Network Transmission Service Reservation (a) Each Company shall join in a single reservation for Network Integration Transmission Service, to be submitted by Services to the TSO. (b) Each Company=s Network Loads shall be the Company Demand as defined in Section 2.09. (c) Each Company=s Network Resources shall be the Generating Units and Purchased Power Contracts as permitted by Section 30.1 of the Open Access Transmission Tariff, as reflected in Schedule B. (d) Services shall act as Customer Agent for the Companies for all transmission and ancillary service-related actions under the OATT. (e) Services shall bill each of the Companies on a Load Ratio Share basis for the amount due to the TSO in each month for Network Services. Payment for other services under the OATT may be directly assigned to a specific Company. 7.06 Point-to-Point Transmission Services (a) Each Company shall enter into PTP Capacity Reservations, with Services acting as Agent, for all Load Responsibility that is not included in Company Peak Demand. (1) The cost of Transmission on the IEC System for off-System capacity sales by a Company shall be borne by the selling Company. (2) The cost of third-party PTP Transmission for off-System capacity sales by a Company shall be borne by the selling Company. (b) Services shall enter into firm and non-firm transmission service reservations with the TSO and third parties as may be required to enter into Energy Exchanges with Non-Affiliated Utilities. The costs incurred for such transmission services shall be distributed to the Companies on the same bases as any Margin on Energy purchases or sales, in accordance with Schedule E. 7.07 Ancillary Services (a) Each Company shall make Regulating, Spinning and Supplemental Reserve generating capacity available to the TSO to meet: (1) each Company=s proportionate share of the Reserve Margin Requirements associated with the IEC Companies= Network Integration Transmission Service reservation, and (2) such additional quantities of Regulating, Spinning and Supplemental Reserve generating capacity as may be requested by the TSO to meet the Minimum Operating Reserve Requirements of third-party Transmission Customers, and (3) such additional quantities of Regulating, Spinning and Supplemental Reserve generating capacity as may be determined by the Company, TSO or by Services to be reasonable, prudent and necessary to accomplish the purposes of this Agreement, the OATT, and Regional Reliability Council rules, guidelines and agreements. (b) Where revenues are received from Non-Affiliated Utilities for the provision of Operating Reserves, revenues for each type of service shall be distributed by the TSO on a Network Load Ratio basis unless a single Company is designated as the supplier in which case the revenues will be directly assigned to the supplying Company. (c) Revenues received for the provision of Scheduling and Reactive Power from Generation Sources Services shall be distributed by the TSO to the Companies on a Network Load Ratio basis unless and until a more appropriate cost allocation method is identified. (d) Revenues received from the TSO by Services for the provision of Energy Imbalance Service shall be distributed to the Companies in accordance with Schedule E, as Energy Exchanges With Non-Affiliated Utilities, after Services has first directly assigned revenues to each Company equal to the incremental costs incurred to provide this service. 7.08 Intertransmission Facilities (a) The ownership of Intertransmission Facilities existing as of the effective date of this agreement shall be in accordance with ownership prior to this agreement.

(b) The Agent shall make periodic studies of bulk Power supply transmission facilities and shall report to the Operating Committee the results of such studies including any additional Intertransmission Facilities identified as necessary. 7.09 Transmission Losses Transmission losses occasioned by the transfer of Power and Energy among and between the Companies when recommended by the Operating Committee shall be determined and accounted for in accordance with the IEC Transmission Tariff and procedures developed by the Agent, recommended by the Operating Committee, and approved by the CEO. ARTICLE VIII CENTRAL CONTROL CENTER 8.01 Central Control Center The Agent shall provide and operate a Central Control Center adequately equipped and staffed to meet the requirements of the Companies for efficient, economical and reliable operation as contemplated by this Agreement. 8.02 Expenses All expenses for operation of the Central Control Center shall be paid by the Agent and billed monthly to each Company, in accordance with Schedule F. 8.03 Communications and Other Facilities The Companies shall provide communications and other facilities necessary for: (a) The metering and control of the generating and transmission facilities; (b) The dispatch of electric Power and Energy; and (c) For such other purposes as may be necessary for optimum operation of the System. ARTICLE IX GENERAL 9.01 Regulatory Authorization This Agreement is subject to certain regulatory approvals and each Company and the Agent shall diligently seek all necessary regulatory authorization for this Agreement. 9.02 Effect on Other Agreements This Agreement shall not modify the obligations of any Company under any agreement between the Company and others not parties to this Agreement in effect at the date of this Agreement. 9.03 Schedules The basis of compensation for the use of facilities and for the Power and Energy provided or supplied by a Company to another Company or Companies under this Agreement shall be in accordance with arrangements agreed upon from time to time among the Companies. Such arrangements shall be in the form of Schedules, each of which, when signed by the parties thereto and approved or accepted by appropriate regulatory authority, shall become a part of this Agreement. 9.04 Measurements All quantities of Power and Energy exchanged or flowing between the systems of the Companies, shall be determined by meters installed at each interconnection, unless otherwise agreed to by the Companies involved. 9.05 Billings Bills for services rendered hereunder shall be calculated in accordance with applicable Schedules, and shall be issued on a monthly basis for services performed during the preceding month. 9.06 Waivers Any waiver at any time by a Company of its rights with respect to a default by any other Company under this Agreement shall not be deemed a waiver with respect to any subsequent default of similar or different nature, nor shall it prejudice its right to deny waiver of similar default to a different Company. 9.07 Successors and Assigns; No Third Party Beneficiary This Agreement shall inure to and be binding upon the successors and assigns of the respective parties hereto, but shall not be assignable by any party without the written consent of the other parties, except upon foreclosure of a mortgage or deed of trust. Nothing expressed or mentioned or to which reference is made in this Agreement is intended or shall be construed to give any person or corporation other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, expressly or by reference, or any Schedule hereto, this Agreement, any such Schedule and any and all conditions and provisions hereof and thereof being intended to be and being for the sole exclusive benefit of the parties hereto, and for the benefit of not other person or corporation. It is contemplated by the parties that it may be appropriate from time to time to change, amend, modify or supplement this Agreement of the Schedules which are attached to this Agreement to reflect changes in operating practices or costs of operations or for other reasons. This Agreement may be changed, amended, modified or supplemented by an instrument in writing executed by all of the parties after requisite approval on acceptance for filing by the appropriate regulatory authorities. 9.08 Independent Contractors It is agreed among the Companies that by entering into this Agreement the

Companies shall not become partners, but as to each other and to third persons, the Companies shall remain independent contractors in all matters relating to this Agreement. 9.09 Responsibility and Liability The liability of the parties shall be several, not joint or collective. Each party shall be responsible only for its obligations, and shall be liable only for its proportionate share of the costs and expenses as provided in this Agreement, and any liability resulting here from. Each party hereto will defend, indemnify, and save harmless the other parties hereto from and against any and all liability, loss, costs, damages, and expenses, including reasonable attorney's fees, caused by or growing out of the gross negligence, willful misconduct, or breach of this Agreement by such indemnifying party. 9.10 Affiliate Transaction Pricing The Companies and Services, having made certain commitments to the Federal Energy Regulatory Commission concerning transfer pricing among affiliates, agree as follows with respect to nonpower goods and services: (1) the affiliates or associates of the public utility subsidiaries will not sell non-power goods or services to the public utility subsidiaries at a price above market price; and (2) sales of non-power goods or services by the public utility subsidiaries to their affiliates or associates will be at the public utility=s cost for such goods and services or the market value for such goods and services, whichever is higher. In witness whereof, each of the Companies has caused this Agreement to be signed in its name and on its behalf by its President attested by its Secretary, both being duly authorized. IES UTILITIES, INC. Attest __________________________________ By_______________________________
Secretary President

INTERSTATE POWER COMPANY Attest __________________________________ By_______________________________ Secretary President WISCONSIN POWER & LIGHT COMPANY Attest __________________________________ By_______________________________ Secretary President ALLIANT SERVICES, INC. Attest

__________________________________ By_______________________________ Secretary President

A-1 SCHEDULE A JOINT UNIT 10.01 Purpose The purpose of this Schedule is to provide the basis for the Companies' participation in Joint Units. 10.02 Ownership (a) Every Joint Unit shall be owned by the Companies participating in the Joint Unit as tenants in common. Ownership shares in each Joint Unit shall be allocated insofar as practical to achieve a Prorated Reserve level for all Companies participating in the unit. The allocation shall be recommended by the Operating Committee and approved by the CEO prior to the time the unit is authorized by the Board of Directors of the Parent Company. However, each Company participating shall own at least 25 megawatts of each Joint Unit unless otherwise agreed to by the Operating Committee. Each Company shall be responsible for its prorata share of the costs of construction of the unit and shall contribute such funds to the Agent as billed. (b) When a new Joint Unit is installed at a site already occupied by one or more existing Generating Units the Agent, in consultation with the Operating Committee, shall identify any existing facilities that will be common to the new Joint Unit and the portion of the common facilities to be allocated to the new Joint Unit. The owners of the new joint Unit shall compensate the owners of the existing common facilities for the use of those common

A-2 10.03 Contracts The Companies shall execute a joint ownership construction and operation and maintenance agreement for each Joint Unit, such agreement to set out all of the rights and obligations of the parties relating to the specific Joint Unit, including the allocation of fuel costs, the allocation of other operation costs and the allocation of maintenance costs among the owners. IES UTILITIES, INC. Attest __________________________________ By______________________________
Secretary President INTERSTATE POWER COMPANY Attest __________________________________ By_______________________________ Secretary President WISCONSIN POWER & LIGHT COMPANY Attest __________________________________ By_______________________________ Secretary President ALLIANT SERVICES, INC. Attest

__________________________________ By_______________________________ Secretary President

B-1 SCHEDULE B IES UTILITIES EXISTING GENERATING UNITS
Station Unit Station Unit

__________________________________ By_______________________________ Secretary President

B-1 SCHEDULE B IES UTILITIES EXISTING GENERATING UNITS
Station Burlington Prairie Prairie Prairie Prairie Creek Creek Creek Creek Unit 1 1* 2 3 4 1 2 3 2 4 7 8 Station Grinnell CT Grinnell CT Marshalltown CT Marshalltown CT Marshalltown CT Red Cedar Cogen Ames Diesel Ames Diesel Centerville Diesel Centerville Diesel Centerville Diesel Marshalltown Diesel Marshalltown Diesel Lakehurst Dam Lakehurst Dam Anamosa Hydro Iowa Falls Hydro 1 2 1 1 Unit 1 2 1 2 3 1** 1 2 1 2 3 1 2

Sutherland Station Sutherland Station Sutherland Station Sixth Sixth Sixth Sixth Street Street Street Street

Station Station Station Station 1 2 3 4 1 2 1

Burlington Burlington Burlington Burlington

CT CT CT CT

Centerville CT Centerville CT Agency Street CT

Sutherland Station Sutherland Station Sutherland Station Sixth Sixth Sixth Sixth Street Street Street Street

Station Station Station Station 1 2 3 4 1 2 1 2 3 4

Burlington Burlington Burlington Burlington

CT CT CT CT

Centerville CT Centerville CT Agency Agency Agency Agency Street Street Street Street CT CT CT CT

* Retired in October 1995; will be replaced during 1997 ** Operational during the 2nd quarter of 1996

B-2 SCHEDULE B IES UTILITIES EXISTING GENERATING UNITS JOINTLY OWNED
Station Duane Arnold Energy Center Unit 1 Note: Jointly owned with Central Power Cooperative and Corn Belt Power Cooperative Note: Jointly owned with MidAmerican Energy Note: Jointly owned with MidAmerican Energy; operated by MidAmerican Energy

Ottumwa

Neal

Ottumwa

Neal

B-3 SCHEDULE B IES UTILITIES EXISTING PURCHASE POWER CONTRACTS
Year 1996 1996 1996 Company Ottumwa Hydro Union Electric Basin Electric MW 1 80 50 Type System Firm System Firm Unit Participation

1997 1997 1997

Ottumwa Hydro Union Electric Basin Electric

1 60 75

System Firm System Firm Unit Participation

1998 1998

Ottumwa Hydro Basin Electric

1 100

System Firm Unit Participation

B-4 SCHEDULE B INTERSTATE POWER COMPANY EXISTING GENERATING UNITS
Station Unit

B-3 SCHEDULE B IES UTILITIES EXISTING PURCHASE POWER CONTRACTS
Year 1996 1996 1996 Company Ottumwa Hydro Union Electric Basin Electric MW 1 80 50 Type System Firm System Firm Unit Participation

1997 1997 1997

Ottumwa Hydro Union Electric Basin Electric

1 60 75

System Firm System Firm Unit Participation

1998 1998

Ottumwa Hydro Basin Electric

1 100

System Firm Unit Participation

B-4 SCHEDULE B INTERSTATE POWER COMPANY EXISTING GENERATING UNITS
Station Lansing Lansing Lansing Lansing ML Kapp ML Kapp Dubuque Dubuque Dubuque Fox Lake Fox Lake Fox Lake Lime Creek CT Lime Creek CT Montgomery CT Fox Lake CT Dubuque Diesel Dubuque Diesel Lansing Diesel Lansing Diesel Unit 1 2 3 4 1 2 1 2 3 1 2 3 1 2 1 4 1 2 1 2

B-5 SCHEDULE B INTERSTATE POWER COMPANY EXISTING GENERATING UNITS JOINTLY OWNED
Station Neal Unit 4 Note: Jointly owned with MidAmerican Energy, Cornbelt Power Coop, Algona Municipal, Cedar Falls Municipal, North Iowa Municipal Electric Coop Assoc., Northwest Iowa Power Coop, and Northwestern Public Service Company; operated by MidAmerican Energy. Jointly owned with MidAmerican Energy, Central Iowa Power Cooperative, and the

Louisa

Note:

Louisa

Note:

B-6 SCHEDULE B INTERSTATE POWER COMPANY EXISTING PURCHASE POWER CONTRACTS
Year 1996 1996 1996 1996 1996 Company Northwest Iowa Power Coop Windom United Power Association Minnesota Power MidAmerican Energy MW 25 3 100 55 100 Type Unit Participation Unit Participation Unit Participation Unit Participation Unit Participation

1997 1997 1997 1997 1997

Northwest Iowa Power Coop Windom United Power Assoc. Minnesota Power MidAmerican Energy

25 3 100 55 100

Unit Participation Unit Participation Unit Participation Unit Participation Unit Participation

1998 1998 1998 1998 1998

Northwest Iowa Power Coop Windom United Power Assoc. Minnesota Power MidAmerican Energy

25 3 100 55 100

Unit Participation Unit Participation Unit Participation Unit Participation Unit Participation

1997 1997 1997 1997 1997

Northwest Iowa Power Coop Windom United Power Assoc. Minnesota Power MidAmerican Energy

25 3 100 55 100

Unit Participation Unit Participation Unit Participation Unit Participation Unit Participation

1998 1998 1998 1998 1998

Northwest Iowa Power Coop Windom United Power Assoc. Minnesota Power MidAmerican Energy

25 3 100 55 100

Unit Participation Unit Participation Unit Participation Unit Participation Unit Participation

B-7 SCHEDULE B WISCONSIN POWER & LIGHT COMPANY EXISTING GENERATING UNITS
Station Edgewater Nelson Dewey Nelson Dewey Rock River Rock River Blackhawk Blackhawk Rock Rock Rock Rock River River River River CT CT CT CT Unit 3 1 2 1 2 3 4 3 4 5 6

Sheepskin CT South Fond du Lac CT South Fond du Lac CT Prairie du Sac Hydro Kilbourn Hydro Janesville Hydro Rockton Hydro Beloit Blackhawk Hydro Shawano Hydro

B-8 SCHEDULE B WISCONSIN POWER & LIGHT COMPANY EXISTING GENERATING UNITS JOINTLY OWNED
Kewaunee 1 Note: Jointly owned with Wisconsin Public Service Corporation (WPS) and Madison Gas & Electric (MGE); operated by WPS. Note: Note: Note: Jointly owned with WPS and MGE. Jointly owned with WPS and MGE. Jointly owned with WPS.

Columbia Columbia Edgewater Edgewater South Fond du Lac CT

1 2 4 5

Note: Jointly owned with Wisconsin Electric Power Company (WEP). Note: Owned by Wisconsin Public Power

Columbia Columbia Edgewater Edgewater South Fond du Lac CT

1 2 4 5

Note: Jointly owned with Wisconsin Electric Power Company (WEP). Note: Owned by Wisconsin Public Power Inc. (WPPI); operated by WPL. Note: Jointly owned by WPL, WPS and Consolidated Paper Company; operated by Wisconsin River Power Company. Note: Jointly owned by WPL, WPS and Consolidated Paper Company; operated by Wisconsin River Power Company.

Petenwell Hydro

Castle Rock Hydro

B-9 SCHEDULE B WISCONSIN POWER & LIGHT COMPANY EXISTING PURCHASE POWER CONTRACTS
Year 1996 1996 1996 Company Minnesota Power Commonwealth Edison Basic Electric MW 30 50 140 Type System Firm System Firm System Firm

1997 1997

Minnesota Power Commonwealth Edison

30 75

System Firm System Firm

1998 1998

Minnesota Power Commonwealth Edison

75 90

System Firm System Firm

C-1 SCHEDULE C

1997 1997

Minnesota Power Commonwealth Edison

30 75

System Firm System Firm

1998 1998

Minnesota Power Commonwealth Edison

75 90

System Firm System Firm

C-1 SCHEDULE C CAPACITY COMMITMENT CHARGE 11.01 Purpose The purpose of this Schedule is to establish the basis for Capacity Commitments between the Companies and the rates for the Capacity Commitment Charge and associated energy. 11.02 Basis for Capacity Commitment Prior to January 1 of each year (or more frequently if mutually agreed to by the companies) companies will review their capacity requirements for the coming year to determine whether they have excess system capacity available (AExcess Companies@) or whether they are in a deficit system capacity condition (ADeficit Companies@). Excess Companies will reserve such system capacity for use by Deficit Companies for a period of 30 days. If a Deficit Company wishes to purchase system capacity from an Excess Company it shall so notify the Excess Company to negotiate an agreement for purchase of the excess system capacity. If an Excess Company has not received a request to purchase the excess capacity from a Deficit Company within 30 days, the Excess Company shall have the right to sell its excess capacity to any interested third party. 11.03 Provisions for Capacity Commitment Charge The monthly Capacity Commitment Charge shall be at a rate no higher than the prevailing market price for equivalent capacity delivered to the IEC System, but in no case more than the embedded cost price cap for capacity supplied by the Excess Company. The embedded cost price cap will be determined by applying the following formula: C-2 A = (1/12) [(BxC) + E] (F/D) Where: A = Monthly Capacity Commitment Charge for the company providing capacity B = Levelized fixed charge rate for the committing Company providing capacity including: a. Current cost of capital b. Sinking fund depreciation c. Property taxes d. Property insurance e. Income taxes and f. Applicable state gross receipts taxes C = Total Plant Fixed cost of capacity provided as of December 31 of the year prior to the year of the Capacity Commitment. D = Rated net dependable capability of capacity provided in megawatts. E = Annual Plant Fixed O&M Cost (to be determined by the Operating Committee). F = Megawatts of capacity provided. The capacity used to determine the Monthly Capacity Commitment charge will be a weighted mix of the non nuclear generation units. 11.04 Contracts The Companies shall execute an agreement for each such commitment of capacity, where such agreement will set out all of the pertinent costs, rights, and obligations of the parties relating to this transaction and file such contract with the Federal Energy Regulatory Commission as a supplement to this Agreement. C-3 IES UTILITIES, INC. Attest _____________________________ By_______________________________
Secretary President INTERSTATE POWER COMPANY

INTERSTATE POWER COMPANY Attest

_____________________________ By_______________________________ Secretary President WISCONSIN POWER & LIGHT COMPANY Attest _____________________________ By_______________________________
Secretary President ALLIANT SERVICES, INC. Attest

_____________________________ By_______________________________ Secretary President

D-1 SCHEDULE D PAYMENTS AND RECEIPTS FOR POOL ENERGY EXCHANGES AMONG THE COMPANIES 13.01 Purpose The purpose of this Schedule is to provide the basis for determining payments and receipts among the Companies for Pool Energy exchanges. 13.02 Hourly Calculations The payments and receipts of Section 13.03 are calculated Hourly, but are accumulated and billed Monthly among the Companies. 13.03 Receipts and Payments A selling Company shall receive from a purchasing Company the Seller's Variable Energy Cost for Pool Energy sold. Where Pool Energy is purchased simultaneously by more than one Company these charges shall be prorated in proportion to the megawatt-hours of Pool Energy purchased by each buyer. IES UTILITIES, INC. Attest _____________________________ By__________________________________
Secretary President INTERSTATE POWER COMPANY Attest

_____________________________ By__________________________________ Secretary President D-2 WISCONSIN POWER & LIGHT COMPANY Attest _____________________________ By__________________________________ Secretary President ALLIANT SERVICES, INC. Attest

E-1 SCHEDULE E DISTRIBUTION OF MARGIN FOR OFF-SYSTEM ENERGY PURCHASES AND SALES 14.01 Purposes The purpose of this Schedule is to establish the basis for distributing among the Companies the Margin on off-System Energy purchases and sales. 14.02 Off-System Energy Purchases Any Margin on off-System Energy purchases during an hour shall be distributed to the Companies in proportion to the megawatt-hours of generation reduced by each Company during the Hour as a result of the purchases. 14.03 Off-System Energy Sales Any Margin on off-System Energy sales during an hour shall be distributed to the Companies in proportion to the energy generated by each Company for the sales. IES UTILITIES, INC. Attest _____________________________ By__________________________________ Secretary President INTERSTATE POWER COMPANY Attest _____________________________ By___________________________________ Secretary President E-2 WISCONSIN POWER & LIGHT COMPANY Attest _____________________________ By____________________________________ Secretary President ALLIANT SERVICES, INC. Attest _____________________________ By____________________________________ Secretary President

F-1 SCHEDULE F DISTRIBUTION OF OPERATING EXPENSES OF THE CENTRAL CONTROL CENTER 15.01 Purpose The purpose of this Schedule is to provide a basis for the distribution among the Companies of the costs incurred by the Agent in operating the Central Control Center. 15.02 Costs Costs for the purpose of this Schedule shall include all costs incurred in maintaining and operating the Central Control Center including, among others, such items as salaries, wages, rentals, the cost of materials and supplies, interest, taxes, depreciation, transportation, travel expenses, consulting, and other professional services. 15.03 Distribution of Costs All costs shall be billed by Agent to the Companies in proportion to the firm kilowatt hour electric sales for the preceding calendar year with the following exception. In the event the Central Control Center makes a study or performs a special service in which all Companies are not thus proportionately interested, any resulting cost shall be distributed to the interested parties in accordance with the standard procedures of Agent authorized by the United States Securities and Exchange Commission, subject to the Commitments made by the Companies to the Federal Energy Regulatory Commission set forth in Section 9.10. F-2 (b) Costs incurred by Services and the Transmission Services Organization shall be distributed to the Companies in proportion to their respective Company Transmission Revenue Requirements as shown on Schedule G. IES UTILITIES, INC. Attest ______________________________ By________________________________ Secretary President INTERSTATE POWER COMPANY Attest ______________________________ By_________________________________ Secretary President WISCONSIN POWER & LIGHT COMPANY Attest ______________________________ By_________________________________
Secretary President ALLIANT SERVICES, INC. Attest

______________________________ By__________________________________ Secretary President

G-1 SCHEDULE G TRANSMISSION REVENUE ALLOCATION 16.01 Purpose The purpose of this section is to provide a basis for the allocation of transmission revenues among the Companies in proportion to the costs included by each Company in the Annual Transmission Revenue Requirement shown on Attachment H to the IEC Open Access Transmission Tariff. 16.02 Company Transmission Revenue Requirements Until modified by the Companies, the Annual Transmission Revenue Requirement of each Company shall be:
IES Utilities Inc.: Interstate Power Company: Wisconsin Power & Light Company: Total IEC Companies: $ $ $ $ 33,700,000 20,900,000 27,600,000 82,200,000

16.03 Modification of Revenue Requirements Services shall modify the Company and Total IEC Transmission Revenue Requirements from time to time, but no less frequently than whenever the Annual Transmission Revenue Requirement shown on Attachment H to the IEC Open Access Transmission Tariff is modified. G-2 IES UTILITIES, INC. Attest _______________________________ By_______________________________ Secretary President INTERSTATE POWER COMPANY Attest _______________________________ By________________________________ Secretary President WISCONSIN POWER & LIGHT COMPANY Attest _______________________________ By________________________________ Secretary President ALLIANT SERVICES, INC. Attest _______________________________ By________________________________ Secretary President

Exhibit 10.15 SUPPLEMENTAL RETIREMENT AGREEMENT This Supplemental Retirement Agreement is made this ____ day of ____________, 1997, by and between [OFFICER] (the "Officer") and [COMPANY] (the "Company"). W I T N E S S E T H: WHEREAS, __________________ and the Officer have heretofore entered into one or more agreements (the "Prior Agreements") providing supplemental retirement, deferred compensation or similar benefits, which Prior Agreements are identified in Appendix A hereto; and WHEREAS, the Company and the Officer wish to enter into this Agreement, which shall amend, restate, supersede and replace the Prior Agreements; NOW, THEREFORE, the parties agree that the Prior Agreements are hereby amended and restated as follows: ARTICLE I SCOPE OF AGREEMENT 1.1 Effect on Prior Agreements. This Agreement shall supersede and replace the Prior Agreements, effective as of the date of this Agreement, and the parties shall thereafter have no further rights or obligations under the Prior Agreements. 1.2 Effect on Change of Control Agreements. If the Officer is a party to an agreement which is binding on the Company (or on Interstate Energy Corporation, which is the Company's parent corporation) and which takes effect in the event of a change in control, such agreement shall supersede and control over the provisions of this Agreement in the event of any conflict between the two. 1.3 No Contract of Employment. This Agreement does not constitute an employment agreement between the Officer and the Company. Nothing in this Agreement shall affect the Company's right to terminate the Officer's employment or position as an officer at any time, with or without cause. 1.4 Effect on Other Benefits. Nothing in this Agreement shall modify, impair or otherwise affect the rights of the Officer to participate in or receive benefits under any other employee benefit plan of the Company, it being understood that the rights of the Officer to participate in or receive benefits under any such plan shall be determined in accordance with the provisions of such plan and shall not be affected by the provisions of this Agreement. ARTICLE II DEFINITIONS 2.1 Board of Directors means the Board of Directors of Interstate Energy Corporation or any committee of the Board which is designated by the Board of Directors, or permitted by the Bylaws of the Interstate Energy Corporation, to act on behalf of the Board of Directors. 2.2 Continuous Employment means the Officer's last continuous period of employment with the Company immediately preceding the Officer's retirement. If the Officer has been continuously employed by the Company since the merger of IES Industries Inc., WPL Holdings, Inc. and Interstate Power Company, the Officer's Continuous Employment shall also include his or her last continuous period of employment with IES Industries Inc., WPL Holdings, Inc. or Interstate Power Company, and their respective subsidiaries, immediately preceding the date of such merger. If the Officer's Supplemental Benefit is computed by using the Officer's Prior Employer Benefit as set forth in Paragraph 3.1, the Officer's service with such prior employers shall also be treated as Continuous Employment.

2.3 Dependent Child or Children means any child of the Officer who, on the date of any payment under this Agreement, is 18 years of age or under, is 24 years of age or under and is a "student" as defined in Section 151(c)(4) of the Internal Revenue Code, or is a "substantially handicapped person" as that term is defined in Chapter 161-8.26 of the Iowa Administrative Code, as amended. The term "child" includes any naturally born or legally adopted child; provided, in the case of an adopted child, that the adoption became final prior to such child's 18th birthday. 2.4 Disabled means the Officer has satisfied (and continues to satisfy) the requirements for receiving disability benefits under the terms of the Company's long-term disability plan. 2.5 Earnings means the Officer's base salary, bonus and/or annual incentive pay for personal services rendered to the Company. The Officer's base salary shall be treated as Earnings in the calendar year in which it is paid, regardless of when it is earned. The Officer's bonus and/or annual incentive pay shall be treated as Earnings in the calendar year in which it is earned, regardless of when it is paid. 2.6 Final Average Earnings means the Officer's average monthly Earnings for the three consecutive calendar years out of the Officer's last ten calendar years of employment with the Company that yields the highest average. If the Officer has been employed by the Company for fewer than three calendar years, the Officer's Final Average Earnings shall be the Officer's average monthly Earnings for all of his or her completed calendar years of employment with the Company. 2.7 Internal Revenue Code means the Internal Revenue Code of 1986, as amended. 2.8 Normal Retirement Date means the later of the Officer's 65th birthday or the date on which the Officer completes 10 years of Continuous Employment. 2.9 Pension Plan means any defined benefit pension plan of the Company, Interstate Energy Corporation, or their respective subsidiaries which is qualified under Section 401(a) of the Internal Revenue Code and from which the Officer is entitled to a benefit. 2.10 Prior Employer Benefit means the monthly amounts payable to the Officer or the Officer's Surviving Spouse from any of the Officer's prior employers' qualified or non-qualified defined benefit pension or similar type of plans, which are attributable to the prior employers' contributions to such plans. 2.11 Supplemental Benefit means the benefit described in Paragraph 3.1 and payable to the Officer pursuant to Articles III, IV or V. 2.12 Surviving Spouse means the individual, if any, who is legally married to the Officer at the time of the Officer's death. ARTICLE III NORMAL RETIREMENT BENEFIT 3.1 Supplemental Benefit. Subject to the following provisions of this Article III, if the Officer remains a full-time employee and an eligible officer of the Company until his or her Normal Retirement Date, the Officer shall receive a Supplemental Benefit equal to 60% of the Officer's Final Average Earnings, reduced by the sum of: (i) the monthly benefit payable to the Officer from the Pension Plan; plus (ii) the monthly amount of the Officer's Prior Employer Benefit. The Supplemental Benefit shall be paid in equal monthly installments, commencing on the first day of the month following the Officer's retirement from the Company as both an officer and an employee and ending when 216 monthly payments have been made to the Officer. (a) For the purposes of Subparagraph (a), the amount of the Officer's monthly benefit from the Pension Plan shall be determined as follows:

(i) If the Officer receives a joint and survivor annuity from the Pension Plan and the Officer's Surviving Spouse is the joint annuitant, the Officer's monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such joint and survivor annuity. (ii) If the Officer receives a single life annuity from the Pension Plan, the Officer's monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such single life annuity. (iii) If the Officer receives any other form of payment from the Pension Plan, such other form of payment shall be converted to an actuarially equivalent single life annuity, using the actuarial assumptions then in use for such purpose under the Pension Plan, and the Officer's monthly benefit from the Pension Plan shall be the monthly amount that would be payable to the Officer under such single life annuity. (iv) If a portion of the Officer's benefits under the Pension Plan have been awarded to an Alternate Payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, the Officer's monthly benefit from the Pension Plan shall be deemed to be the amount that would have been payable to the Officer if no such order had been entered. (v) The Officer's monthly benefit from the Pension Plan shall be determined as though it had commenced on the same date as the Officer's Supplemental Benefit, regardless of when the Officer's Pension Plan benefit actually commences. (vi) Any increase in the monthly amount of the Officer's Pension Plan benefit shall correspondingly reduce the monthly amount of the Officer's Supplemental Benefit unless the Board of Directors provides by resolution that the Supplemental Benefit shall not be so reduced. (b) For the purposes of Subparagraph (a), the monthly amount of the Officer's Prior Employer Benefit shall be determined, and shall be included in the computation of the Supplemental Benefit, in the sole and absolute discretion of the Board of Directors. 3.2 Officer's Death After Receiving Twelve Years of Benefit Payments. If the Officer dies after receiving at least 144 monthly Supplemental Benefit payments, the Officer's Supplemental Benefit shall terminate upon the Officer's death (with the full monthly payment being made for the month in which such death occurs), and the Company shall have no further obligation to make any payments under this Article. 3.3 Officer's Death Prior to Receiving Twelve Years of Benefit Payments. (a) If the Officer dies after the commencement of Supplemental Benefit payments but prior to receiving 144 monthly payments, the Officer's Surviving Spouse (if any) shall continue to receive the monthly payments determined under Paragraph 3.1 until the date on which the Officer and such Surviving Spouse have received a total of 144 monthly payments. If both the Officer and the Officer's Surviving Spouse die before they have received a total of 144 monthly payments, the monthly payments determined under Paragraph 3.1 shall continue to be paid to the Officer's Dependent Children until a total of 144 monthly Supplemental Benefit payments have been made to the Officer, the Officer's Surviving Spouse, and the Officer's Dependent Children. (b) Payments under this Paragraph 3.3 shall be made only to the Officer's Surviving Spouse and Dependent Children, and in no event shall such payments be made to the estate or heirs of the Officer, to the estates or heirs of the Officer's Surviving Spouse or Dependent Children, or to any persons other than the Officer's Surviving Spouse or Dependent Children. If a payment to Dependent Children is due on a date when there is more than one Dependent Child, such payment shall be equally divided among those persons who qualify as Dependent Children on the date the payment is due. If the Officer is deceased and there are no individuals who qualify as the Officer's Surviving Spouse or Dependent Children on the date a payment is due, the Company shall have no further obligation to make payments under this Article. ARTICLE IV EARLY RETIREMENT BENEFIT 4.1 Supplemental Benefit. If the Officer retires at or after age 55 but prior to his or her Normal Retirement Date with 10 or more years of Continuous Employment, the Officer shall receive the Supplemental Benefit described in Article III commencing on the first day of the month following the Officer's retirement from the Company as both

an Officer and an employee. If the Officer's Supplemental Benefit begins prior to age 62, the monthly amount shall be reduced by one quarter of one percent (.25%) for each month by which the date on which the Officer retires precedes his or her Normal Retirement Date. 4.2 Payment of Benefit. The amount payable under this Article IV shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III. ARTICLE V DISABILITY BENEFIT 5.1 Supplemental Benefit. If the Officer becomes Disabled prior to his or her termination of employment with the Company, and continues to be Disabled until he or she would have been entitled to a Supplemental Benefit under Articles III or IV, the Officer shall be eligible to receive a Supplemental Benefit commencing on the first day of the month following the date on which the Officer ceases to be entitled to disability benefits under the Company's long-term disability plan. The amount payable under this Article V shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III (if the Officer ceases to be entitled to disability benefits at or after his or her Normal Retirement Date) or in Article IV (if the Officer ceases to be entitled to disability benefits prior to his or her Normal Retirement Date but after becoming entitled to a Supplemental Benefit under Article IV). 5.2 Cessation of Disability. If the Officer becomes Disabled while employed as an eligible officer the Company, but ceases to be Disabled prior to the date on which he or she would have been entitled to a Supplemental Benefit under Section 5.1, the period during which the Officer was Disabled shall be included in the Officer's period of Continuous Employment if (and only if): (a) the Officer resumes full-time employment with the Company as an eligible officer within 30 days after he or she ceased to be Disabled; and (b) the Officer continues in such employment until he or she becomes entitled to a Supplemental Benefit under Articles III or IV. ARTICLE VI PRERETIREMENT DEATH BENEFIT 6.1 Death Benefit. (a) If the Officer dies prior to termination of his or her employment with the Company, the Officer's Surviving Spouse (if any) shall receive a death benefit equal to 60% of the Officer's Final Average Earnings, reduced by the sum of: (i) the monthly benefit payable to the Officer's Surviving Spouse under the Pension Plan; plus (ii) the monthly amount of Officer's Prior Employer Benefit. The death benefit payable under this Article VI shall be paid in equal monthly installments, commencing within 30 days after the Officer's death and ending when 144 monthly payments have been made to the Officer's Surviving Spouse. (b) For the purposes of Subparagraph (a), the amount of the Surviving Spouse's monthly benefit from the Pension Plan shall be determined as follows: (i) The Surviving Spouse's monthly benefit from the Pension Plan shall be the monthly amount payable to the Surviving Spouse in the form of a single life annuity. If the Surviving Spouse receives any other form of payment under the Pension Plan, such other form of payment shall be converted to an actuarially equivalent single life annuity, using the actuarial assumptions then in use for such purpose under the Pension Plan, and the Surviving Spouse's monthly benefit from the Pension Plan shall be the monthly amount that would be payable to the Surviving Spouse under such single life annuity. (ii) If a portion of the Officer's or the Surviving Spouse's Pension Plan benefit has been awarded to an Alternate

Payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, the Surviving Spouse's monthly benefit from the Pension Plan shall be deemed to be the amounts that would have been payable to the Surviving Spouse if no such order had been entered. (iii) The Surviving Spouse's monthly benefit from the Pension Plan shall be determined as though it had commenced on the same date as the Surviving Spouse's death benefit, regardless of when such benefit payments actually begin. (iv) Any increase in the monthly amount of the Surviving Spouse's Pension Plan benefit shall correspondingly reduce the monthly amount of the Surviving Spouse's death benefit unless the Board of Directors provides by resolution that the death benefit shall not be so reduced. (c) For the purposes of Subparagraph (a), the monthly amount of the Officer's Prior Employer Benefit shall be determined, and shall be included in the computation of the Surviving Spouse's death benefit, in the sole and absolute discretion of the Board of Directors. 6.2 Surviving Spouse's Death Prior to Receiving Twelve Years of Benefit Payments. (a) If there is no Surviving Spouse when the Officer dies, or if the Officer's Surviving Spouse dies prior to the receipt of 144 monthly payments, the monthly payments described in Paragraph 6.1 shall be paid (or continue to be paid) to the Officer's Dependent Children until a total of 144 monthly Supplemental Benefit payments have been made to the Officer's Surviving Spouse and Dependent Children. (b) Payments under this Article VI shall be made only to the Officer's Surviving Spouse and Dependent Children, and in no event shall such payments be made to the estate or heirs of the Officer's Surviving Spouse and Dependent Children or to any persons other than the Officer's Surviving Spouse and Dependent Children. If a payment to Dependent Children is due on a date when there is more than one Dependent Child, such payment shall be equally divided among those persons who qualify as Dependent Children on the date the payment is due. If there are no individuals who qualify as the Officer's Surviving Spouse and Dependent Children on the date a payment is due, the Company shall have no further obligation to make payments under this Article. ARTICLE VII POSTRETIREMENT DEATH BENEFIT 7.1 Death Benefit. If the Officer dies subsequent to the commencement of Supplemental Benefit payments under Articles III, IV or V, the Company shall pay a death benefit to the Officer's beneficiary. Such benefit shall be in addition to the benefits paid to the Officer and the Officer's Surviving Spouse or Dependent Children under Articles III, IV or V; however, no death benefit shall be payable under this Article VII if the Officer's death causes a beneficiary or the estate of the Officer to receive a death benefit under the disability premium waiver provision of the Company's group life insurance plan, or if the Officer dies before retirement. 7.2 Amount of Death Benefit. The death benefit payable pursuant to Paragraph 7.1 shall be an amount equal to 100% of the Officer's Final Average Earnings, as determined for the purpose of calculating the amount of the Officer's benefits under Article III, IV, or V, whichever is applicable. 7.3 Payment of Death Benefit. The Postretirement Death Benefit shall be paid to the beneficiary or beneficiaries designated in writing by the Officer or, in default of such designation or the failure of the designated beneficiaries to survive the Officer, to the Officer's estate. The death benefit payable under this Article shall be paid in a single sum, within 30 days after the date the proper beneficiary has been identified. ARTICLE VIII TERMINATION OF EMPLOYMENT OR LOSS OF POSITION 8.1 Termination of Employment. If the Officer is discharged by the Company for any reason, or if the Officer's employment with the Company terminates prior to the date the Officer becomes entitled to a Supplemental Benefit under Articles III or IV for any reason other than the Officer's death or disability, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement.

8.2 Loss of Position as Officer. The Officer shall be eligible for benefits under this Agreement only while holding the position of Vice President or a higher senior office in the Company. Except as otherwise provided in Article V (relating to Disability), if the Officer ceases to hold such a position prior to the Officer's termination of employment, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement unless the Officer retires with a right to an immediate benefit under Article III or IV within 30 days after the loss of such position. ARTICLE IX FUNDING 9.1 Unsecured Obligation. The Company's obligations under this Agreement are an unsecured promise to make benefit payments in the future, and nothing herein shall be construed as giving the Officer or his or her beneficiaries any right, title, interest or claim in or to any specific asset, fund, reserve, account or property owned by the Company, or in which the Company has any right, title or interest, either now or in the future. The rights of the Officer and his or her beneficiaries to receive payments under this Agreement shall be solely those of unsecured general creditors of the Company. 9.2 "Rabbi" Trust. This Agreement is intended to be unfunded for the purposes of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended. However, nothing in this Agreement shall preclude the Company from establishing a trust (of the type commonly known as a "rabbi trust") to assist it in meeting its obligations under this Agreement. If a rabbi trust was established with respect to the Officer's Prior Agreements, this Agreement shall be substituted for the Prior Agreements for all purposes of such trust, and any reference in such trust to the Prior Agreements shall be deemed to be a reference to this Agreement. ARTICLE X ADMINISTRATION 10.1 Administration and Interpretation. The Board of Directors has sole and exclusive discretion to interpret the provisions of this Agreement, and any such interpretation shall be final and binding upon the Officer unless it is found by a court of competent jurisdiction to have been arbitrary and capricious. The Board of Directors may adopt such rules and regulations relating to the administration of this Agreement as it may deem necessary or advisable. 10.2 Claims Procedure. If the Officer or the Officer's beneficiary (hereinafter referred to as a "Claimant") is denied any benefit under this Agreement, he or she may file a claim with the Board of Directors. The Board of Directors shall notify the Claimant within 90 days of its allowance or denial of the claim, unless the Claimant receives written notice from the Board of Directors prior to the end of such 90 day period that special circumstances require an extension of the time for decision, which extension shall not exceed an additional 90 days. The notice of the Board of Directors' decision shall be in writing sent by mail to Claimant's last known address and, if a denial of the claim, and shall contain: (a) the specific reasons for the denial; (b) specific references to pertinent provisions of this Agreement on which the denial is based; and (c) if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary and an explanation of the claim review procedure. 10.3 Review Procedure. (a) A Claimant is entitled to request a review of any denial of his or her claim for a benefit. The request for review must be submitted to the Board of Directors in writing within 60 days of mailing of the notice of the denial. Absent a request for review within the 60 day period, the claim will be deemed to have been conclusively denied. (b) The review shall be conducted by the Board of Directors, which shall afford the Claimant a hearing and the opportunity to review all pertinent documents and submit issues and comments orally and in writing. The Board of Directors shall render a decision within 60 days after receipt of a request for a review; provided, that in special circumstances (such as the necessity of holding a hearing) the Board of Directors may extend the time for decision by not more than 60 days upon written notice to the Claimant. The Claimant shall receive written notice

of the Board of Directors' decision, together with specific reasons for the decision and references to the pertinent provisions of this Agreement which form the basis for the decision. ARTICLE XI AMENDMENT AND TERMINATION 11.1 By the Parties. Except as provided in Paragraph 11.2, this Agreement may not be amended or terminated except by a written instrument signed by both parties. 11.2 By the Company. At any time prior to the Officer's termination of employment with a right to receive benefit payments under this Agreement, this Agreement may be terminated or amended by action of the Board of Directors in its sole and absolute discretion, without any notice to or the consent or approval of the Officer; provided, that: (a) this Agreement may not be amended or terminated by the Board of Directors unless a similar amendment or termination is made with respect to all similar agreements between the Company and its eligible Officers; and (b) this Agreement may not be amended or terminated in a manner that would reduce or impair the Officer's right to receive payment of his or her Accrued Benefit if the Officer subsequently retires under circumstances that would have entitled the Officer to a benefit if this Agreement had not been amended or terminated. For the purposes of this Subparagraph (b), the Officer's "Accrued Benefit" is an amount equal one-fifteenth of the Supplemental Benefit the Officer would have been be entitled to receive at retirement if this Agreement had not been amended or terminated, multiplied by the Officer's years of Continuous Employment (up to a maximum of 15 years) on the date the Agreement is amended or terminated. Subject to the foregoing, the right of the Board of Directors to amend or terminate this Agreement shall include the absolute discretion to make any amendment prospective or retroactive in application. ARTICLE XII RESTRICTIVE COVENANT 12.1 Covenant Not to Compete. Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that all payments under this Agreement shall terminate, and that the Company shall have no further obligation under this Agreement, upon any violation of the provisions of Paragraph 12.2. Payments pursuant to this Agreement are intended to serve as consideration for this covenant not to compete. 12.2 Scope of Covenant. If, during the period set forth herein and within the service area in which the Company or any of its affiliated companies provides utility services (or in the case of any non-utility business, within the geographic area served by such business), the Officer accepts employment with or becomes a consultant to, or the Officer or his or her Surviving Spouse becomes a partner or shareholder in, any business that is in competition with the business of the Company or any of its affiliated companies, and the Officer or his or her Surviving Spouse fails to terminate such position within 30 days after notice from the Board of Directors of the violation of this covenant not to compete, the Officer and the Officer's beneficiaries shall forfeit all rights to future payments under this Agreement. However, the Officer and his or her Surviving Spouse may hold up to a five percent interest in any company that is traded on the New York Stock Exchange, American Stock Exchange or other national or over-the-counter exchange without violating the provisions of this Paragraph 12.2. Any violation of the provisions set forth above during the period commencing on the date of the Officer's termination of employment with the Company and ending on the third anniversary of such date shall constitute a violation of this Article and shall result in the termination of all future payments under this Agreement. The determination of the Board of Directors as to whether a business is in competition with the Company and whether the competition is occurring in the geographic area designated above shall be controlling for purposes of this Agreement. 12.3 Reasonableness of Restrictions. The Officer agrees that the restrictions set forth in this Article XII including, but not limited to, the time period and the geographical area of such restrictions are fair and reasonable and are reasonably required for the protection of the interests of the Company and its affiliated companies. In the event that, notwithstanding the foregoing, any of the provisions of this Article XII shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision of this Article XII relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed

the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by said court shall become and thereafter be the maximum time period and/or areas. ARTICLE XIII GENERAL PROVISIONS 13.1 Assignability of Benefits. Neither the Officer nor his or her beneficiaries shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any right to receive a payment in advance of such payment, and any attempted transfer, assignment, anticipation, mortgage or encumbrance shall be void. No payment shall be subject to seizure for payment of public or private debts, judgments, alimony or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. 13.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, except to the extent the same are superseded by applicable federal law. 13.3 Tax Withholding. The Company shall withhold all applicable income and other taxes required on all payments under this Agreement. 13.4 Counterparts. This Agreement may be signed in counterparts, which together shall constitute written evidence of the complete agreement of the parties. 13.5 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. IN WITNESS WHEREOF, the parties have hereto set their respective hands on the day and year first above written. "OFFICER" [COMPANY] By__________________________________ "COMPANY"

Exhibit 10.16 INTERSTATE ENERGY CORPORATION 1998 OFFICER INCENTIVE COMPENSATION PLAN Effective January 1, 1998

INTERSTATE ENERGY CORPORATION 1998 OFFICER INCENTIVE COMPENSATION PLAN

Exhibit 10.16 INTERSTATE ENERGY CORPORATION 1998 OFFICER INCENTIVE COMPENSATION PLAN Effective January 1, 1998

INTERSTATE ENERGY CORPORATION 1998 OFFICER INCENTIVE COMPENSATION PLAN

I. Purpose The Officer Incentive Compensation Plan (OICP) is based on short-term goals that support Interstate Energy Corporation's (IEC) short- and long- range plans, focus officers on building the value of the Company and ensuring future superior returns to shareholders, reducing costs to customers, and supporting an atmosphere of teamwork. Awards for plan participants will be determined by Corporate and Business Unit performance. The CEO reserves the right to modify payouts under the plan. II. Administration A) The OICP shall be administered by the Compensation and Personnel Committee ("the Committee") of the Board of Directors of the Company. The Committee may from time to time amend, suspend, terminate or reinstate any or all of the provisions of the Plan as may seem necessary or advisable in the administration of the Plan. B) The Committee shall subject to express provisions of the Plan, have the power to construe the Plan, to prescribe rules and regulations relating to the Plan and to make all other determinations necessary or advisable in the administration of the Plan. The Committee may correct any defect or supple any omission or reconcile any inconsistency in the manner and to the extent it shall deem expedient to carry it into effect. C) All expenses and costs incurred in connection with the administration and operation of the Plan shall be borne by the Company. II. Plan Eligibility A) All Interstate Energy Corporation (IEC) officers will be eligible for the 1998 OICP. IEC's officers will be divided into one of four designated tiers for participation in the plan. These tiers reflect individual duties and responsibilities in the new organization and are shown, along with the projected number of participants in each tier, in the table below:
Participant Group Projected Number of Interstate Energy Corporation Incumbents 3 5 12 2 22

Chairman of the Board, Vice-Chairman of the Board, and President and CEO Executive Vice Presidents Sr. Vice President & Vice Presidents Assistant Vice Presidents Total Participants

INTERSTATE ENERGY CORPORATION 1998 OFFICER INCENTIVE COMPENSATION PLAN

Chairman of the Board, Vice-Chairman of the Board, and President and CEO Executive Vice Presidents Sr. Vice President & Vice Presidents Assistant Vice Presidents Total Participants

B) Prior to the start of each calendar year, or as soon as practical thereafter, the CEO shall recommend to the Committee those eligible employees who shall participate in the Plan. Designation as a Participant for any particular calendar year shall not entitle an individual to participate or share in award, with respect to any other calendar year. C) Changes to the participant list: Following the start of the calendar year, the list of the participants and awards for a Plan year may be revised upon authorization of the CEO as follows: 1) Employment: If an eligible employee participating in the Plan terminates from the Company during the Plan year, the replacement employee of said employee will automatically be eligible to participate in the Plan for the remainder of the year. 2) Cessation of Employment: If an employee terminates employment with the Company during the calendar year, other than on account of death or retirement, the employee may, at the discretion of the CEO, receive a prorated award.

3) Proration of Payout: Any participant selected or deleted after the start of the calendar y ear shall participate on a prorata basis, determined by multiplying the maximum incentive opportunity by a fraction, the numerator of which shall be the number of full months of his/her participation in the calendar year and the denominator of which shall be twelve. III. Payment of Incentive Award Earned A) Payouts for all plan participants shall be at the discretion of the CEO. B) The amount of the incentive payout awarded for the calendar year shall be paid to each eligible employee after the Company's audited financial results are available, but no later than March 31 of the following year. C) Following the end of the calendar year the CEO will report to the Committee the results of the Plan. At the discretion of the CEO and Committee, the award will be paid in cash, discounted Company stock or a combination of both. D) Participants may elect to defer a percentage amount of the incentive award pursuant to the provisions of the Company's Deferred Compensation Plan. All deferral elections are irrevocable, and a written deferral notice must be filed by the participant with the Company prior to December 31 of the year preceding the Plan year for which the deferral is effective. E) The committee may, following release of the Company's audited financial statements, increase, decrease or eliminate awards if the Committee decides that the amount of the award is unreasonable in view of any unique circumstances or the Company's financial performance. Any decision shall apply to all Participants equally. F) OICP payments will be included in 401(k) plan deferrals and earnings used to determine retirement benefits. IV. Effective Date The plan effective January 1, 1998 shall continue in effect and subsequently be amended from time to time, until terminated by the Board of Directors. V. Amendment or Termination of Plan The Board shall have the right to amend or terminate the Plan at any time. VI. Non-Exclusivity of Incentive Compensation The Plan shall not be deemed an exclusive method of providing incentive compensation to eligible employees; nor shall it preclude the Board from authorizing or approving other forms of incentive compensation. VII. Rights of Participants and Forfeiture A) Nothing contained in this Plan shall: 1) confer upon any employee any right with respect to continuation of employment with the Company. 2) interfere in any way with the right of the Company to terminate his or her employment at any time, or 3) confer upon any employee or any other person any claim or right to any distribution under the Plan except in accordance with its terms. B) No right or interest of any Participation in the Plan shall, prior to actual payment or distribution to such Participant, be assignable or transferable in whole or in part, either voluntarily or by operations of law or otherwise, or be subject to payment of debts of any Participant by execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner. VIII. Distribution of Award Upon Death of Participant

Should a participant die during a calendar year for which an award is made, the amount of such Participant's award shall be determined on a prorata basis according to Section II, paragraph C3, and such total shall be distributed in a lump sum to the participant's estate in the year following the calendar year of the Plan. IX. Incentive Targets by Participant Tier Incentive award levels are based on IEC's current executive compensation strategy of setting pay levels at the median of equally weighted utility industry and general industry data. The table below lists each of the designated tiers and their respective incentive targets.
PARTICIPANT GROUP Chairman of the Board, Vice-Chairman of the Board, and President and CEO Executive Vice Presidents Sr. Vice President & Vice Presidents Assistant Vice Presidents TARGET INCENTIVE LEVEL 50% 35% 25% 20% MAXIMUM INCENTIVE LEVEL 100% 70% 50% 40%

For all tiers of participants, actual awards under the plan may be as great as 200% of the target award for exceptional performance. No payout will occur if performance is significantly below target. Total award payouts under the plan may be larger or smaller than the sum of all target incentive awards. X. Weighting of Performance Measures Each performance measure will be weighted according to the relative impact an officer has on Company performance and business unit performance.
GROUP Chairman and Vice-Chairman of the Board President and CEO Executive Vice Presidents Sr. Vice President & Vice Presidents Assistant Vice Presidents Corporate 100% 75% 50% 50% 50% Business Unit/ Strategic Goals 25% 50% 50% 50%

XI. Performance Measures and Methodology 1. Corporate Measure - At the beginning of each year, a company-wide earnings per share (EPS) target will be established. The EPS target will have a performance threshold that, if not met, will result in no company measure payouts being awarded. EPS of less than $2.00 will result in no officer incentives or other employee incentive program payments. Note: EPS numbers will be weather normalized and may be adjusted to reflect extraordinary events. See Appendix A for examples of calculations.
EPS % OF INCENTIVE AWARD 200% 130% 100% 80% 25% 0%* No Payout

Maximum Target Minimum

$2.40 or more $2.33-$2.39 $2.30-$2.32 $2.25-$2.29 $2.10-$2.24 $2.00-$2.09 Less than $2.10

* business unit payouts may still be made. 2. Business Unit Measure - Each Business Unit will have between 3 and 5 goals that are reviewed and approved by the CEO and Senior Executive Group (see Appendix A). If a Business Unit does not meet its goal, employees

are still eligible for the Corporate portion of the award. VI. Individual Participation The participation level for each officer is expected to be 100% of the award opportunity, as determined by company and business unit performance results. Satisfactory performance on the part of an officer will result in full OICP participation. Based on less than satisfactory individual performance, the CEO may reduce an individual's participation level by as much as 20%. In the case of well documented extraordinary performance, the CEO may increase an individual's participation level by as much as 20%.

APPENDIX A EXAMPLE CALCULATION - Participant Tier: Vice Presidents - Positions in Tier: Sr. Vice Presidents & Vice Presidents - Number of Plan Participants 14 - Target Bonus Level: 25% of Salary - Performance Measure Weighting:
Measure Corporate Business Unit Weighting 50% 50%

Hypothetical Performance Results Example: Title: Vice President Salary: $150,000

Employee Incentive Target (See Section IX. Incentive Targets) 1. Company Measure (50% of A)

A. 25% B. 12.5%

Assuming $2.33 per share: 12.5% (B.) times 130% (see section XI) = 16.3% Subtotal of Company Measure 2. Business Unit Measure (50% of A) D. 12.5% C. 16.3%

Assuming business unit measures were met. Business Unit Measure portion (Therefore, eligible for the whole 12.5%) 3. Individual Participation Level: Therefore eligible for payout. Total Amount of Award Employee is Eligible for (Sum of C + E ) Satisfactory.

12.5%

28.8%

Individual Award Calculation Base Salary x Percent Earned (F Above) = Incentive Award $150,000 x 28.8% = $43,200

Exhibit 10.17

Hypothetical Performance Results Example: Title: Vice President Salary: $150,000

Employee Incentive Target (See Section IX. Incentive Targets) 1. Company Measure (50% of A)

A. 25% B. 12.5%

Assuming $2.33 per share: 12.5% (B.) times 130% (see section XI) = 16.3% Subtotal of Company Measure 2. Business Unit Measure (50% of A) D. 12.5% C. 16.3%

12.5%

28.8%

Individual Award Calculation Base Salary x Percent Earned (F Above) = Incentive Award $150,000 x 28.8% = $43,200

Exhibit 10.17 Interstate Energy Corporation (d/b/a Alliant) Long-Term Incentive Program Revised 7/1/98 ESTABLISHMENT OF PROGRAM SPECIFICATIONS: These specifications have been established to govern the Long-Term Incentive Program for eligible employees of Interstate Energy Corporation (d/b/a Alliant). These specifications work in conjunction with the WPL Holdings, Inc. Long-Term Equity Incentive Plan adopted on January 23, 1994. If there are any differences between these specifications and the plan document, the plan document will be followed in determining employee benefits. PURPOSE OF THE PROGRAM: The purpose of the Program is to promote the success and enhance the value of the company by linking the personal interests of participants to those of company shareowners, and by providing participants with an incentive for outstanding performance. The Program is further intended to provide flexibility to the company in its ability to motivate, attract, and retain the services of participants upon whose judgment, interest, and special effort the successful conduct of its operation largely is dependent. PROGRAM STRUCTURE: The Program will consist of a combination of stock options and performance shares. ELIGIBILITY AND PARTICIPATION: Persons eligible to participate in this Program include all active executive employees of Interstate Energy Corporation as determined by the Compensation and Personnel Committee. Subject to the provisions of the Plan, the committee may, from time to time, select from all eligible executive employees, those to whom awards shall be granted and shall determine the amount of each award. GRANT FREQUENCY: It is anticipated that stock option grants will be made annually for Directors and General Managers. Assistant Vice Presidents on up will receive three years worth of grants up front. It is anticipated that performance share grants will be made annually. Initial grants will be made on July 1, 1998. TYPE AND PRICE: Stock Options: Option grants will be nonqualified stock options. The price of each option will be set at the fair market value on the date of the grant. Performance Shares: Each grant of stock will be based on Company=s Total Shareholder Return (TSR) performance. TSR performance represents stock price appreciation plus dividends reinvested. A performance cycle shall begin effective July 1, 1998 and have a cycle length of two and one-half years, running until January 2, 2001. Subsequent performance cycles begin on January 1 and are three years long. Performance shares will be paid out in Interstate Energy Corporation shares, but will be modified by a performance multiplier which ranges from 0 to 2.00 (see scale below) based on the three-year average of Alliant TSR relative to an investor-owned utility peer group. Stock options and performance shares are freestanding; the exercise of stock options would not affect the payout of performance shares and vice versa. Performance Multiplier:
3-yr Total Shareholder Below 40th 40th 45th 50th 60th 70th

Return - Percentile Relative to Peer Group* % of Target Value Paid Out

percentile 0%

percentile 50%

percentile 75%

percentile 100%

percentile 125%

percentile 150%

* Peer Group consists of Investor-Owned Utilities.

AWARD SIZE: Award sizes will be determined by the Compensation and Personnel Committee of the Board of Directors. The number of options granted to each participant under the Program will be based on maintaining a competitive total of compensation level. Recommendations of award size within the stated range will be made by the Chief Executive Officer based on individual participant performance. The grants will be based on the following:
Participant Group President & CEO, Chairman of the Board & Vice-Chairman of the Board Executive Vice Presidents Senior Vice Presidents & Vice Presidents Assistant Vice Presidents Directors & General Managers Total LTIP Target Awards Performance Share Stock (as % of salary) (as % of salary) 80% 60% 50% 35% 30% 20% 35% 25% 20% 0% Stock Option (as % of s 20% 15% 10% 10% 20%

To calculate Performance Share Award: Base Salary x (Peer Group Target x Performance Share Target) = Number of Market Share Price Shares Granted To calculate Stock Option Award: Base Salary x Stock Option Target = Number of Stock Options Granted Black-Scholes Ratio (10%) x Market Share Price VESTING: Stock options granted on July 1, 1998 will have a two and one-half year vesting schedule rather than the normal three year vesting schedule with one-third of the stock options granted vesting on January 2, 1999, one-third vesting on January 2, 2000 and the final one-third vesting on January 2, 2001. Stock options granted on or after January 2, 1999 will have the normal three-year vesting schedule, with one-third vesting each year. These stock options will vest 100 percent three years after the date of the grant. EXERCISE PERIOD: All unexercised options will expire ten years after the date of grant. PAYMENT OF AWARDS: - Stock options are exercisable up to ten years after the grant date following the vesting period. - Employee can: - exercise options with cash - exercise options via a stock-for-stock swap - use broker loans for cashless exercises, or - elect share withholding (similar to share appreciation program). - Performance shares will be paid in Interstate Energy Corporation 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. TERMINATION IN THE CASE OF DEATH, DISABILITY OR RETIREMENT:

All outstanding options granted to the participant shall immediately vest one hundred percent, and shall remain exercisable at any time prior to their expiration date, or for one year after the date of death or disability or for three years after retirement, whichever period is shorter. For all performance shares, the participant shall receive a prorated payout of the performance shares. The prorated payout shall be determined by the committee, in its sole discretion, and shall be based upon the length of time that the participant held the performance shares during the performance period, and shall further be adjusted based on the achievement of the pre-established performance goals. TERMINATION OF EMPLOYMENT FOR OTHER REASONS: If the employment of a participant shall terminate for any reason other than the reasons set forth (and other than for cause), all options held by the participant which are not vested as of the effective date of employment termination immediately shall be forfeited to the company. However, the committee, in its sole discretion, shall have the right to immediately vest all or any portion of such options, subject to such terms as the committee, in its sole discretion, deems appropriate. All performance shares not paid shall be forfeited by the participant to the company. Options which are vested as of the effective date of employment termination may be exercised by the participant within the period beginning on the effective date of employment termination, and ending three (3) months after such date. If the employment of a participant shall be terminated by the company for cause, all outstanding options held by the participant shall be forfeited to the company and no additional exercise period shall be allowed, regardless of the vested status of the options. INCOME AND TAX CONSIDERATIONS: Employee: At exercise, the excess of the stock's fair market value over the option price is taxed as ordinary income and is subject to withholding. At payment, performance shares are taxed as ordinary income. At sale, any appreciation occurring after calculation of the exercise tax obligation is taxed as either: - a long-term capital gain if the stock is held for more than 18 months, or - as a short-term capital gain for stock held for less than 18 months. Company: At exercise, deduction allowed for the amount the executive recognizes as taxable income in the year executive is taxed if withholding requirements are met.

Exhibit 10.18 ALLIANT SERVICES COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN

ARTICLE 1 ARTICLE 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8

Account . . . . . . . Affiliate . . . . . . Beneficiary . . . . . Code . . . . . . . . . Company . . . . . . . Compensation . . . . . Deferred Compensation Disability . . . . . .

Exhibit 10.18 ALLIANT SERVICES COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN

Table of Contents Page BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 4 5 5 5 5 5 5 6 6 7 7 7 7 8 8 8 8 8 8 8

ARTICLE 1 ARTICLE 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 ARTICLE 3 3.1 3.2 ARTICLE 4 4.1 4.2 4.3 ARTICLE 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 ARTICLE 6 6.1 6.2 ARTICLE 7 ARTICLE 8 ARTICLE 9 9.1 9.2 9.3 9.4

Account . . . . . . . . . Affiliate . . . . . . . . Beneficiary . . . . . . . Code . . . . . . . . . . . Company . . . . . . . . . Compensation . . . . . . . Deferred Compensation . . Disability . . . . . . . . Effective Date . . . . . . Eligible Employee . . . . Employer . . . . . . . . . ERISA . . . . . . . . . . Participant . . . . . . . Plan . . . . . . . . . . . Plan Year . . . . . . . . Plan Administrator . . . . Retirement . . . . . . . . Savings Plan . . . . . . . Termination of Employment Unforeseeable Emergency .

ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . Powers and Duties . . . . . . . . . . . . . . . . . . . Delegation . . . . . . . . . . . . . . . . . . . . . . . DEFERRED COMPENSATION . . . . . . . . . . . . . . . . .

Participant Deferrals . . . . . . . . . . . . . . . . . Employer Contributions . . . . . . . . . . . . . . . . . Deferred Compensation Accounts . . . . . . . . . . . . . PAYMENT OF DEFERRED COMPENSATION . . . . . . . . . . . . Payment of Deferred Compensation Time of Payment . . . . . . . . Form of Payment . . . . . . . . Amount of Payments . . . . . . . Participant Elections . . . . . Emergency Payments . . . . . . . Tax Payments . . . . . . . . . . Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . Decisions on Claims . . . . . . . . . . . . . . . . . . Review of Denied Claims . . . . . . . . . . . . . . . . FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AMENDMENT AND TERMINATION

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . Status of Participants . . No Guaranty of Employment Delegation of Authority . Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AMENDMENT AND TERMINATION

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . Status of Participants . . No Guaranty of Employment Delegation of Authority . Legal Actions . . . . . . Applicable Law . . . . . . Rules of Construction . . Expenses of Administration Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE 1 BACKGROUND Alliant Services Company wishes to adopt a plan to allow certain of its key employees to defer payment of part or all of their current compensation. To accomplish this purpose, it has adopted the Alliant Services Company Key Employee Deferred Compensation Plan as hereinafter set forth. ARTICLE 2 DEFINITIONS When the following words or phrases are used in this Agreement, they shall have the meanings set forth below unless otherwise specifically provided: 2.1 Account. An account which has been established for a Participant pursuant to Section 4.3. 2.2 Affiliate. A business organization that is under common control with the Company, as determined under Section 414(c) of the Code. 2.3 Beneficiary. The person or persons (including a trustee or trustees) designated as a Participant's Beneficiary in the last written instrument signed by the Participant for the purposes of this Plan and received by the Plan Administrator prior to the Participant's death. If no such person has been designated, the Participant's Beneficiary shall be the person or persons who constitute the Participant's beneficiary for the purposes of the Savings Plan. 2.4 Code. The Internal Revenue Code of 1986, as from time to time amended. 2.5 Company. Alliant Services Company, and any successor or successors thereto. 2.6 Compensation. A Participant's base salary and any incentive compensation earned by a Participant under a plan adopted by the Participant's Employer on or after the Effective Date. 2.7 Deferred Compensation. The balance from time to time credited to a Participant's Account. 2.8 Disability. A Participant's eligibility for immediate benefits under his or her Employer's long-term disability plan. 2.9 Effective Date. The later of January 1, 1998 or the effective date of the Company's incorporation. 2.10 Eligible Employee. An employee of an Employer who is a member of a select group of management or highly compensated employees within the meaning of Section 201(2) of ERISA, and who has been designated by the Chief Executive Officer of the Company as being eligible to participate in the Plan. 2.11 Employer. The Company, and each Affiliate of the Company whose employees have been designated as being eligible to participate in the Plan. 2.12 ERISA. The Employee Retirement Income Security Act of 1974, as from time to time amended. 2.13 Participant. An Eligible Employee for whom an Account has been established pursuant to Section 4.3. 2.14 Plan. The Alliant Services Company Key Employee Deferred Compensation Plan, as set forth herein, and as from time to time amended. 2.15 Plan Year. The 12 consecutive month period ending on each December 31. 2.16 Plan Administrator. The Compensation and Personnel Committee of the Board of Directors of Interstate Energy Corporation.

2.17 Retirement. Termination of Employment at or after age 55 or by reason of Disability. 2.18 Savings Plan. The Alliant Services Company Retirement Savings 401(k) Plan. 2.19 Termination of Employment. Severance of a Participant's employment relationship with all of the Employers and their Affiliates. A transfer of employment among Employers or their Affiliates will not constitute a Termination of Employment. 2.20 Unforeseeable Emergency. A severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or a similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. ARTICLE 3 ADMINISTRATION 3.1 Powers and Duties. Full power and authority to construe, interpret, and administer this Plan is vested in the Plan Administrator. In particular, the Plan Administrator shall make each determination provided for in this Plan and may adopt such rules, regulations, and procedures, as it deems necessary or desirable to the efficient administration of the Plan. The Plan Administrator's determinations need not be uniform, and may be made by it selectively among persons who may be eligible to participate in the Plan. The Plan Administrator shall have sole and exclusive discretion in the exercise of its powers and duties hereunder, and all determinations made by the Plan Administrator shall be final, conclusive, and binding unless they are found by a court of competent jurisdiction to have been arbitrary and capricious. 3.2 Delegation. The Plan Administrator may delegate part or all of is duties to any person or persons, and may from time to time revoke such authority and delegate it to another person or persons. Each such delegation to a person who is not an employee of the Company or an Affiliate will be in writing, and a copy will be furnished to the person to whom the duty is delegated, who will file a written acceptance with the Plan Administrator. Any delegate's duty will terminate upon revocation of such authority by the Plan Administrator, upon withdrawal of such person's acceptance or, in the case of a delegate who is an employee of the Company or an Affiliate, upon the termination of such employment. Any person to whom administrative duties are delegated may, unless the delegation provides otherwise, similarly delegate part or all of such duties to another person. ARTICLE 4 DEFERRED COMPENSATION 4.1 Participant Deferrals. An Eligible Employee may elect to defer up to 100% of his or her Compensation for any Plan Year. An election to defer Compensation shall be made in writing prior to the first day of the Plan Year to which it will apply or, if later, within 30 days after the Eligible Employee is first notified by the Plan Administrator of his or her eligibility to participate in the Plan, and it shall be subject to the following requirements: (a) The election may defer a percentage of the Participant's base salary, and/or a percentage of the Participant's incentive compensation. Amounts deferred from a Participant's base salary shall reduce the Participant's base salary in equal installments for each pay period during the Plan Year (or portion thereof) to which the election applies. Amounts deferred from a Participant's incentive compensation shall reduce the Participant's incentive compensation for the Plan Year on the date such incentive compensation would otherwise be paid to the Participant. (b) The election shall be irrevocable with respect to all Compensation payable for services performed by the Participant during the Plan Year following the date on which the election is received by the Plan Administrator, except that a Participant may terminate an election to defer Compensation if the Plan Administrator determines that the termination is necessary as a result of an Unforeseeable Emergency. 4.2 Employer Contributions. Each Employer shall credit to the Account of each Participant who is employed by that Employer an "Employer Contribution" in an amount equal to 50% of (a) minus (b), where:

(a) is the lesser of: (i) the sum of the amounts (if any) contributed by the Participant to the Savings Plan during a Plan Year which were eligible for matching contributions under the Savings Plan, plus the amounts deferred by the Participant during the Plan Year pursuant to Section 4.1; or (ii) 6% of the Participant's base salary for the Plan Year; and (b) is the amount of any matching contributions that were made to the Savings Plan on behalf of the Participant for the Plan Year. Notwithstanding the foregoing, a Participant shall not receive an Employer Contribution for any Plan Year unless: (A) the Participant is employed by an Employer or an Affiliate on the last day of the Plan Year; or (B) the Participant's employment terminated during the Plan Year by reason of the Participant's Retirement or death. 4.3 Deferred Compensation Accounts. The Plan Administrator shall establish an Account in the name of each Participant to record the Deferred Compensation payable to the Participant. Such Account shall be for bookkeeping purposes only, and shall not be deemed to create a fund or trust for the benefit of the Participant. Each Participant's Account shall periodically be adjusted as follows: (a) The Plan Administrator shall credit the following amounts to a Participant's Account: (i) Amounts deferred by a Participant pursuant to Section 4.1 shall be credited to the Participant's Account as of the dates on which they are applied to reduce the Participant's current Compensation. (ii) Amounts contributed on behalf of a Participant by the Participant's Employer pursuant to Section 4.2 shall be credited to the Participant's Account as of July 1 of the Plan Year for which such amounts are contributed. (iii) All deferred amounts credited to a Participant's Account shall be credited interest on December 31 at a rate equivalent to the A-Utility Bond yield (as reported in the Federal Reserve statistical release H.15), or the Wall Street Journal prime interest rate, (whichever is greater), using the average of the rates reported for the last Friday of each month for the preceding year. Interest shall continue to be credited and compounded in this manner until the final payment shall have been made from the Participant's Account. Partial year interest accruals for Participants who because of financial hardship, retirement, termination or death during the Plan Year will also be computed (in the manner prescribed above) using the average rates from the January 1 preceding the Participant's retirement/termination date through the fourth Friday of the month preceding the Participant's retirement or termination date. Interest payments will apply to amounts deferred up to the date the plan distribution is made. (b) The Plan Administrator shall charge to the Participant's Account the amount of any payments made to or on behalf of the Participant, and the amount of any penalty imposed on the Participant pursuant to Section 5.5(c), as of the dates on which such payments are made or such penalty is imposed. ARTICLE 5 PAYMENT OF DEFERRED COMPENSATION 5.1 Payment of Deferred Compensation. In the event of a Participant's Termination of Employment for reasons other than the Participant's death, the balance credited to the Participant's Account shall be paid to the Participant. In the event of a Participant's death, the balance credited to the Participant's Account shall be paid to the Participant's Beneficiary. 5.2 Time of Payment. Payment of a Participant's Deferred Compensation shall commence as follows: (a) Retirement. In the case of a Participant's Retirement, payment shall commence within 60 days after the date of the Participant's Termination of Employment or within 60 days after the last day of the Plan Year in which the Participant retires, as elected by the Participant pursuant to Section 5.5. If payment is made in annual installments, each installment after the first shall be paid within 31 days after the last day of the Plan Year in which the first

installment was paid. (b) Death. In the case of a Participant' death, payment shall commence within 60 days after the date the Participant's Beneficiary has been identified. (c) Other Termination of Employment. In the case of a Participant's Termination of Employment for reasons other than the Participant's death or Retirement, payment shall commence within 60 days after the date of the Participant's Termination of Employment. 5.3 Form of Payment. Payments due by reason of a Participant's death or Retirement shall be made in a lump sum or in up to ten annual installments, as elected by the Participant pursuant to Section 5.5. Payments due by reason of a Participant's Termination of Employment for reasons other than a Participant's death or Retirement shall be made in a lump sum. 5.4 Amount of Payments. The amount of a lump sum payment shall be equal to the balance credited to the Participant's Account as of a date selected by the Plan Administrator, which date shall not be more than 30 days prior to the date the lump sum is paid. The amount of an installment payment shall be equal to the balance credited to the Participant's Account as of a date selected by the Plan Administrator (which shall not be more than 30 days prior to the date the installment is paid), divided by the number of installments (including the current installment) remaining to be paid. 5.5 Participant Elections. A Participant's elections concerning the time and form of payment of Deferred Compensation shall be made in writing on forms provided by and filed with the Plan Administrator, and shall be subject to the following requirements: (a) An election concerning the time at which payments of Deferred Compensation will begin must be received by the Plan Administrator with the Participant's first election to defer Compensation pursuant to this Plan. Such an election shall apply to all of the Participant's Deferred Compensation, and it may not be changed or revoked after it has been received by the Plan Administrator except as provided in paragraph (c). In the absence of a valid election, payment of a Participant's Deferred Compensation shall begin within 60 days after the Participant's Termination of Employment. (b) A Participant's election concerning the form in which his or her Deferred Compensation will be paid must be received by the Plan Administrator with the Participant's first election to defer Compensation pursuant to this Plan. Such an election shall apply to all of the Participant's Deferred Compensation, and it may not be changed or revoked after it has been received by the Plan Administrator except as provided in paragraph (c). In the absence of a valid election, a Participant's Deferred Compensation shall be paid in a lump sum. (c) A Participant may change an election as to the time and/or form of payment of his or her Deferred Compensation at any time by giving prior written notice to the Plan Administrator. Any change in a Participant's elections shall result in a penalty in the amount of 10% of the Participant's Deferred Compensation as of the date on which notice of the change is received by the Plan Administrator, which amount shall be forfeited to the Participant's Employer. 5.6 Emergency Payments. In the event of an Unforeseeable Emergency, the Plan Administrator may direct a Participant's Employer to pay any part or all of a Participant's Deferred Compensation to the Participant prior to the time provided in Section 5.2, to the extent necessary to prevent severe financial hardship. Such action shall be taken only if the Participant submits a written application describing the circumstances which are deemed to justify the payment and the amount necessary to prevent severe financial hardship, together with such supporting evidence as the Plan Administrator may reasonably require. Payments shall not be made under this section to the extent the Participant's hardship is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Participant's assets, to the extent this would not in itself cause severe financial hardship; or (c) by the termination of the Participant's election to defer Employer Compensation.

5.7 Tax Payments. If there is a final determination that a Participant or Beneficiary should be taxed on part or all of the Participant's Deferred Compensation before it is actually paid, the Participant's Employer shall pay to the Participant or Beneficiary the portion of the Participant's Deferred Compensation that has been determined to be currently taxable. For the purposes of this section, a "final determination" means a determination by the Internal Revenue Service or a court of competent jurisdiction from which no further appeal may be taken, either because there is no further appeal available or because the time to take such appeal has expired. 5.8 Facility of Payment. An Employer may make payments due to a legally incompetent person in such of the following ways as the Plan Administrator shall determine: (a) directly to such person; (b) to the legal representative of such person; or (c) to a near relative of such person to be used for the person's benefit. Any payment made in accordance with the provisions of this section shall be a complete discharge of the Employer's liability for the making of such payment. ARTICLE 6 CLAIMS PROCEDURE 6.1 Decisions on Claims. If a claim for benefits is denied, the Plan Administrator shall furnish to the claimant within 90 days after its receipt of the claim (or within 180 days after such receipt if special circumstances require an extension of time) a written notice which: (a) specifies the reasons for the denial; (b) refers to the pertinent provisions of the Plan on which the denial is based; (c) describes any additional material or information necessary for the perfection of the claim and explains why such material or information is necessary; and (d) explains the claim review procedures. 6.2 Review of Denied Claims. Upon the written request of the claimant submitted within 60 days after his or her receipt of such written notice, the Plan Administrator shall afford the claimant a full and fair review of the decision denying the claim and, if so requested, permit the claimant to review any documents which are pertinent to the claim, permit the claimant to submit issues and comments in writing, and afford the claimant an opportunity to meet with appropriate representatives of the Plan Administrator as a part of the review procedure. Within 60 days after its receipt of a request for review (or within 120 days after such receipt if special circumstances, such as the need to hold a hearing, require an extension of time) the Plan Administrator shall notify the claimant in writing of its decision and the reasons for its decision and shall refer the claimant to the provisions of the Plan which form the basis for its decision. ARTICLE 7 FUNDING This Plan is intended to be "unfunded" for the purposes of the Code and Title I of ERISA; however, nothing herein shall prevent an Employer, in its sole discretion, from establishing a trust of the type commonly known as a "rabbi trust" to assist it in meeting its obligations under the Plan. ARTICLE 8 AMENDMENT AND TERMINATION The Plan Administrator may amend or terminate this Plan at any time and for any reason; provided, that no

amendment or termination of the Plan shall alter a Participant's right to receive payment of amounts previously credited to the Participant's Account. ARTICLE 9 GENERAL PROVISIONS 9.1 Status of Participants. Each Participant shall be a general unsecured creditors of his or her Employer with respect to amounts payable hereunder, this Plan constituting a mere promise by the Employers to make benefit payments in the future. A Participant's right to receive payments under the Plan are not subject in any manner to anticipation, alienation, sale, assignment, pledge, encumbrance, attachment, or garnishment by the creditors of the Participant or the Participant's Beneficiaries. 9.2 No Guaranty of Employment. The establishment of this Plan shall not give a Participant any legal or equitable right to be continued in the employ of an Employer, nor shall it interfere with an Employer's right to terminate the employment of any of its employees, with or without cause. 9.3 Delegation of Authority. Whenever, under the terms of this Plan, an Employer is permitted or required to do or perform any act, it shall be done or performed by the Board of Directors of the Employer, by any duly authorized committee thereof, or by any officer of the Employer duly authorized by the articles of incorporation, bylaws, or Board of Directors of the Employer. 9.4 Legal Actions. No Participant, Beneficiary, or other person having or claiming to have an interest in this Plan shall be a necessary party to any action or proceeding involving the Plan, and no such person shall be entitled to any notice or process, except to the extent required by applicable law. Any final judgment which is not appealed or appealable that may be entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have any interest in this Plan. 9.5 Applicable Law. This Plan shall be construed and interpreted in accordance with the laws of the State of Iowa, except to the extent the same are preempted by ERISA or other federal law. 9.6 Rules of Construction. Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. Headings of sections and subsections of this Plan are inserted for convenience of reference, are not a part of this Plan, and are not to be considered in the construction hereof. The words "hereof," "herein," "hereunder," and other similar compounds of the word "here" shall mean and refer to the entire Plan, and not to any particular provision or section. 9.7 Expenses of Administration. All expenses and costs incurred in connection with the administration or operation of the Plan shall be paid by the Employers and/or any trust of the type described in Article 7. 9.8 Indemnification. Each Employer shall, to the extent permitted by its articles of incorporation and bylaws, and by the laws of the state in which it is incorporated, indemnify any employee or director of an Employer or an Affiliate providing services to the Plan against any and all liabilities arising by reason of any act or omission, made in good faith pursuant to the provisions of the Plan, including expenses reasonably incurred in the defense of any claim relating thereto. To record the adoption of the Plan as set forth above, the undersigned has executed this document this ___ day of ________________, 1997, for and on behalf of the Company. ALLIANT SERVICES COMPANY By_____________________________ As its__________________________ ATTEST:

As its____________________________

Exhibit 10.19a As Executed CONSENT ACTION OF THE BOARD OF DIRECTORS OF WISCONSIN POWER AND LIGHT COMPANY Pursuant to Section 180.0821 of the Wisconsin Business Corporation Law, the undersigned, being all of the members of the Board of Directors of Wisconsin Power and Light Company, a Wisconsin corporation (the "Company"), hereby consent to and adopt the following resolutions: WHEREAS, the Board of Directors deems it appropriate to amend the Company's Executive Tenure Compensation Plan (the "Plan") in light of the transactions contemplated by that certain Agreement and Plan of Merger, as amended, dated as of November 10, 1995, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company, a Delaware corporation, WPLH Acquisition Co. and Interstate Power Company, a Wisconsin corporation (the "Merger Agreement"). NOW, THEREFORE, BE IT RESOLVED, that, effective immediately following the consummation of the transactions contemplated by the Merger Agreement, Section 3 of the Plan be amended to provide as follows: 3. Payments Upon Retirement. Upon the retirement of a participant other than the Chief Executive Officer either: a. at or after age 65, or b. prior to age 65 subject to approval by the Chief Executive Officer and the Board of Directors of the Company or, in the case of retirement of the Chief Executive Officer: a. at or after age 65, or b. prior to age 65 subject to the approval of the Board of Directors of the Company such participant shall be entitled to receive monthly payments continuing until his death or until 120 such payments have been made, whichever comes first, equal to 25% of the combined average monthly salary received by such participant from the Company during whichever period of 36 consecutive months produces the highest average monthly salary. Notwithstanding the foregoing, and in the case of the Chief Executive Officer only, in the event that the Chief Executive Officer (1) is terminated under the Employment Agreement (as herein defined) other than for Cause, Death or Disability (as such terms are defined in the Employment Agreement), (2) terminates his employment under the Employment Agreement for Good Reason (as such term is defined in the Employment Agreement) or (3) is terminated as a result of a failure of the Employment Agreement to be renewed automatically pursuant to its terms (regardless of the reason for such nonrenewal), then for purposes of the Plan the Chief Executive Officer shall be deemed to have retired at age 65 and shall be entitled to benefits as such a retiree hereunder. As used herein, the term "Employment Agreement" shall mean the Employment Agreement between Erroll B. Davis, Jr. and Interstate Energy Corporation entered into in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, as amended, dated as of November 10, 1995, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company and related parties. As used herein, average monthly salary shall mean the gross compensation of an executive for personal services performed for the Company, including the amount of income deferred by the participant pursuant to a salary reduction agreement under an unqualified deferred compensation plan, as well as the amounts of contributions paid on behalf of the participant by the Company pursuant to any qualified plan meeting the requirements of Section 401(k) of the Code and under any cafeteria plan under section 125 of the Code; but excluding: worker's compensation payments for work time lost; travel allowances and reimbursements; moving expense reimbursements; disability payments paid pursuant to a company's disability plan; imputed income under the Code with respect to life insurance benefits; and other special payments designated by the Board of Directors of the Company.

take or cause to be taken all such action and to execute or cause to be executed such documents as may be deemed by them necessary or desirable to carry out the provisions of the foregoing resolution; the taking of any such action shall constitute conclusive evidence of the authority of the appropriate officer or officers hereunder. FURTHER RESOLVED, that any and all actions heretofore taken or caused to be taken by the officers of the Company, consistent with the tenor and purport of the foregoing resolutions, are hereby ratified, confirmed and approved in all respects. FURTHER RESOLVED, that this Consent Action may be executed in counterparts which shall together constitute one and the same document. Dated and effective as of this 23rd day of February, 1998.
/s/ L. David Carley /s/ Erroll B. Davis, Jr. /s/ Rockne G. Flowers /s/ Donald R. Haldeman /s/ Katharine C. Lyall /s/ Arnold M. Nemirow /s/ Milton E. Neshek /s/ Henry C. Prange /s/ Judith D. Pyle /s/ Carol T. Toussaint

I, Edward M. Gleason do hereby certify that I am the duly elected and acting Corporate Secretary of Wisconsin Power and Light Company, a Wisconsin corporation, organized under the laws of the State, and that I have access to the corporate records of said Company, and as such officer, I do further certify that the foregoing Resolution was duly adopted by unanimous written consent effective February 23, 1998. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Company this 23rd day of February, 1998.
/s/ Edward M. Gleason

Exhibit 10.28 As Executed SEVERANCE AGREEMENT BY AND BETWEEN WPL HOLDINGS, INC. AND ANTHONY J. AMATO April 20, 1998 Mr. Anthony J. Amato 7645 Farmington Way Madison, WI 53717 Dear Nino: This letter agreement confirms our mutual understanding regarding the benefits you will be entitled to receive under the Key Executive Employment and Severance Agreement between you and WPL Holdings, Inc. (the "Company"), dated as of June 25, 1994 (the "KEESA"), following consummation of the transactions (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of November 10, 1995, as amended, by and between the Company, IES Industries Inc., Interstate Power Company, and certain other parties, and the termination of your employment with the Company and its affiliates. The terms of our understanding are set forth below: 1. Termination of Employment. Your employment as an officer and/or employee of the Company and its affiliates (including, without limitation, Wisconsin Power & Light Company) will be terminated effective as of the day following the date on which the Merger is consummated (your "Termination Date"). You agree that as of your Termination Date, your signature below accepting this letter agreement will also constitute your resignation from each of the other positions listed on Schedule A attached to and made a part of this letter. Assuming that the Merger is consummated, the Company and you agree that the termination of your employment shall be treated as a Covered Termination by the Company entitling you to the payment of Accrued Benefits and the Termination Benefit as provided in Sections 8 and 9 of the KEESA and as specified in Section 2 hereof, without the necessity to comply with the procedures set forth in Section 13 of the KEESA. You agree that your Termination Date under this letter agreement will also constitute your "Termination Date" for purposes of the KEESA. 2. Scope of Benefits. (a) You agree that during 1998 the total value of benefits that may be paid to you under the KEESA (as reduced by the provisions of Section 9(b) thereof) is $614,771. This amount is one dollar less than the product obtained by multiplying (i) the average of the compensation paid to you by the Company and its affiliates (as reflected in Box 1 of your Form W-2s) for the five calendar years ended December 31, 1997, by (ii) three (3). (b) Following consummation of the Merger and your termination, the benefits under your KEESA will be paid as follows: (i) $593,771 in cash or cash equivalent within ten (10) business days after your Termination Date; and (ii) $21,000 (the "Benefits Amount") will be credited to a bookkeeping account to be maintained by the Company to provide you, for a period of up to five (5) years commencing on your Termination Date, with (a) medical coverage as a single adult under The Medical Plus Plan sponsored by Wisconsin Power and Light Company, (b) dental coverage as a single adult under The Dental Plus Plan sponsored by Wisconsin Power and Light Company, (c) Basic Term Life Insurance in the amount of $254,000 and Supplemental Group Term Life Insurance in the amount of $169,000 under the life insurance programs sponsored by Wisconsin Power and Light Company. The Benefits Amount reflects the estimated cost of providing the above-described benefits to you for a five-year period. The outstanding balance of the Benefits Amount (i.e., the Benefits Amount net of funds expended to provide you benefits hereunder) shall bear interest at the mid-term Applicable Federal Rate as

specified for the month in which the Merger is consummated, compounded annually. Interest credited as set forth above will be added to the Benefits Amount. You agree that, in the event the costs incurred by the Company or its affiliates in providing the above-described benefits (or family or employee plus one medical or dental benefits to which you will have access on your request to the Company in writing on the same terms and conditions as apply to active employees at any time during the five-year period) to you exceeds the Benefits Amount, you will reimburse the Company for the excess amount. Conversely, in the event that the cost of such benefits for the fiveyear period is less than the Benefits Amount or in the event you elect in a writing delivered to the Company not to receive such benefits for the entire five-year period, you will be entitled to a refund from the Company equal to the difference between the Benefits Amount and the actual costs incurred by the Company and its affiliates in providing the benefits you did receive. Any payments due under the preceding two sentences to the Company or to you, as the case may be, shall be paid in cash or cash equivalent within thirty (30) days of written notice thereof. Your failure to provide such payment to the Company, if you are so obligated, on a timely basis will result in a loss of benefits hereunder. You agree that the benefits offered to you hereunder shall be governed by the specific terms of the plans pursuant to which they are provided. You further agree that, pursuant to Section 8 (b)(ii) of the KEESA, if you obtain new employment and are covered by benefits which are in the aggregate at least equal in value to the benefits described above, you will provide prompt written notice to the Company of your intent to terminate your benefits coverage as provided herein. 3. Payment of Legal Fees. Upon payment of the amount specified in Section 2(b)(i) hereof and upon presentation by you or your legal counsel to the Company of a copy of any bills you have received from your legal counsel in connection with the payment of any amount under the KEESA, the Company will also either pay directly or reimburse to you up to $10,000 against such legal fees and related expenses. 4. No Other Benefits. Except as contemplated by Sections 2 and 3 hereof and except for the payment of Accrued Benefits, which include your vested stock options, you waive the right to any other payments or benefits that you might otherwise be entitled to under the KEESA and further agree that receipt of the payment specified in Section 2(b)(i) hereof shall constitute your release of any rights you might have to any other severance payments under any severance policy, practice or agreement of the Company or any of its affiliates. You also agree that, other than under the KEESA, you have no other payments or benefits that automatically accelerate, vest or become payable as a result of the consummation of the Merger. 5. No Amendment of KEESA. Except for specifying your Termination Date under the KEESA, dispensing with the necessity to comply with the procedures set forth in Section 13 of the KEESA and modifying the provisions of Section 9(b)(ii) of the KEESA regarding the procedure for calculating the Total Payments (as defined in the KEESA) to be made to you thereunder, this letter agreement is not intended to modify the KEESA in any respect, and the KEESA shall remain in full force and effect. 6. Release. (a) Except as expressly provided herein, in consideration of the payments provided by the Company hereunder and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, you, on behalf of yourself, your spouse, heirs, executors, administrators, agents, successors, assigns and representatives of any kind (hereinafter collectively referred to as the "Releasors") confirm that Releasors have released the Company, and each of its subsidiaries (including, without limitation, Wisconsin Power and Light Company), affiliates, their employees, successors, assigns, executors, trustees, directors, advisors, agents and representatives, and all their respective predecessors and successors (hereinafter collectively referred to as the "Releasees"), from any and all actions, causes of action, charges, debts, liabilities, accounts, demands, damages and claims of any kind whatsoever including, but not limited to, those arising out of the changes in the terms and conditions of your relationship with the Company described in this letter agreement and those arising under any labor, employment discrimination (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Wisconsin Fair Employment Act, as amended), contract or tort laws, equity or public policy, or negligence standard, whether known or unknown, certain or speculative, which against any of the Releasees, any of the Releasors ever had, now has, or hereafter shall have or can have. You further covenant that you will not initiate any action, claim or proceeding against any of the Releasees for any of the foregoing, nor will you participate, assist, or cooperate in any such action, claim, or proceeding unless required to do so by law. Notwithstanding the foregoing, this release does not cover any matter which arises after the Termination Date.

(b) Except as expressly provided herein, the Company, on behalf of its affiliates, agents, successors, assigns and representatives (the "Company Releasors"), hereby release you from any and all causes of action, liabilities, damages and claims of any kind whatsoever including, but not limited to, those arising out of your employment relationship with the Company prior to the Termination Date, whether known or unknown, certain or speculative, which any of the Company Releasors ever had, now has, or hereafter shall or can have; provided, however, that the foregoing shall not release you from any causes of action, liabilities, damages or claims relating to (i) a willful failure to deal fairly with the Company, its shareowners, or any other Company Releasor in connection with a matter in which you had a material conflict of interest, (ii) a violation of the criminal law, unless you had reasonable cause to believe that your conduct was lawful or reasonable cause to believe that your conduct was not unlawful, (iii) a transaction from which you derived an improper personal profit or (iv) willful misconduct. The Company Releasors further covenant they will not initiate any action, claim or proceeding against you for any of the foregoing claims for which you have been released from liability. Notwithstanding the foregoing, this release does not cover any matter which arises after the Termination Date. (c) Notwithstanding the foregoing, this letter agreement does not waive rights, if any, you or your successors and assigns may have under or pursuant to, or release any member of Releasees from obligations, if any, it may have to you or to your successors and assigns on claims arising out of, related to or asserted under or pursuant to, this letter agreement or any indemnity agreement or obligation contained in or adopted or acquired pursuant to any provision of the charter or by-laws of the Company or its subsidiaries or affiliates or in any applicable insurance policy carried by the Company or its affiliates for any matter which arises or may arise in the future in connection with your employment with the Company. (d) You hereby acknowledge that you have at least twenty-one (21) days to review this letter agreement from the date you first receive it and you have been advised to review it with an attorney of your choice. You further understand that the twenty-one (21) day review period ends when you sign this letter agreement. You also have seven (7) days after your signing of this letter agreement to revoke by so notifying the Company in writing and repaying any amount paid to you hereunder. You further acknowledge that you have carefully read this letter agreement, know and understand the contents thereof and its binding legal effect. You sign the same of your own free will and act, and it is your intention that you be legally bound thereby. 7. Timing of the Merger. In the event the Merger is not consummated by May 10, 1998, this letter agreement shall terminate and be of no further force and effect. If you find that the foregoing satisfactorily states our mutual understanding, please sign and date the enclosed copy of this letter agreement in the spaces provided below and return it to me. Sincerely yours, WPL HOLDINGS, INC.
By: /s/ Barbara J. Swan Barbara J. Swan

Agreed to and Accepted this 20th day of April 1, 1998.
By: /s/ A.J. Amato A. J. Amato

SCHEDULE A To Letter Agreement Between Anthony J. Amato and WPL Holdings, Inc. Dated April 20, 1998

SCHEDULE A To Letter Agreement Between Anthony J. Amato and WPL Holdings, Inc. Dated April 20, 1998 Per Section 1 of the above letter agreement, the positions from which Mr. Amato has resigned as of his Termination Date are as follows: (Foundation - President) (Land Trust - President) (South Beloit Water, Gas and Electric Company - Vice President)

ARTICLE UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1998 FINANCIAL STATEMENTS INCLUDED IN INTERSTATE ENERGY CORPORATION'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000352541 NAME: INTERSTATE ENERGY CORPORATION MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END BOOK VALUE TOTAL NET UTILITY PLANT OTHER PROPERTY AND INVEST TOTAL CURRENT ASSETS TOTAL DEFERRED CHARGES OTHER ASSETS TOTAL ASSETS COMMON CAPITAL SURPLUS PAID IN RETAINED EARNINGS TOTAL COMMON STOCKHOLDERS EQ PREFERRED MANDATORY PREFERRED LONG TERM DEBT NET SHORT TERM NOTES LONG TERM NOTES PAYABLE COMMERCIAL PAPER OBLIGATIONS LONG TERM DEBT CURRENT PORT PREFERRED STOCK CURRENT CAPITAL LEASE OBLIGATIONS LEASES CURRENT OTHER ITEMS CAPITAL AND LIAB TOT CAPITALIZATION AND LIAB GROSS OPERATING REVENUE INCOME TAX EXPENSE OTHER OPERATING EXPENSES TOTAL OPERATING EXPENSES OPERATING INCOME LOSS OTHER INCOME NET INCOME BEFORE INTEREST EXPEN TOTAL INTEREST EXPENSE NET INCOME PREFERRED STOCK DIVIDENDS EARNINGS AVAILABLE FOR COMM COMMON STOCK DIVIDENDS TOTAL INTEREST ON BONDS CASH FLOW OPERATIONS EPS PRIMARY

6 MOS DEC 31 1998 JAN 01 1998 JUN 30 1998 PER BOOK 3,057,117 1,109,481 364,315 91,771 326,635 4,949,319 769 881,734 777,305 1 1,659,808 24,331 89,102 1,489,369 35,324 56,975 77,651 68,985 0 19,338 13,211 1,414,225 4,949,319 1,047,295 19,124 2 934,588 934,588 2 112,707 (4,018) 108,689 63,155 26,410 3,349 23,061 79,455 92,333 218,211 0.30

Includes $215,039 of accumulated other comprehensive income. Income tax expense is not included in Operating Expenses in the Consolidated Statements of Income.

ARTICLE UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1997 FINANCIAL STATEMENTS INCLUDED IN INTERSTATE ENERGY CORPORATION'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE POOLING OF INTERESTS TRANSACTION. RESTATED: CIK: 0000352541 NAME: INTERSTATE ENERGY CORPORATION MULTIPLIER: 1,000

PERIOD TYPE

6 MOS

6 MOS DEC 31 1997 JAN 01 1997 JUN 30 1997 PER BOOK 3,086,472 648,909 420,725 159,384 378,050 4,693,540 762 861,265 584,453 1,446,480 24,205 89,102 1,358,897 55,005 56,975 207,200 74,470 0 13,816 13,937 1,353,453 4,693,540 1,157,491 37,316 1 1,003,756 1,003,756 1 153,735 7,577 161,312 56,934 67,062 3,346 63,716 72,492 88,295 195,950 0.84 0.84

Income tax expense is not included in Operating Expenses in the Consolidated Statements of Income.

ARTICLE UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1998 FINANCIAL STATEMENTS INCLUDED IN IES UTILITIES INC.'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000052485 NAME: IES UTILITIES, INC. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START

6 MOS DEC 31 1998 JAN 01 1998

6 MOS DEC 31 1998 JAN 01 1998 JUN 30 1998 PER BOOK 1,352,103 94,985 129,069 10,149 146,261 1,732,567 33,427 279,042 228,540 541,009 0 18,320 601,842 0 0 0 50,140 0 19,257 13,197 488,802 1,732,567 383,011 12,515 1 326,966 326,966 1 56,045 (2,880) 53,165 26,030 14,620 457 14,163 14,000 46,650 105,525 02 02

Income tax expense is not included in Operating Expenses in the Consolidated Statements of Income. Earnings per share of common stock is not reflected because all common shares are held by Interstate Energy Corporation.

ARTICLE UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1997 FINANCIAL STATEMENTS INCLUDED IN IES UTILITIES INC.'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CERTAIN ADJUSTMENTS HAVE BEEN MADE TO THE PRIOR PERIOD AMOUNTS AS PART OF THE RESTATEMENT TO REFLECT THE POOLING OF INTERESTS TRANSACTION. RESTATED: CIK: 0000052485 NAME: IES UTILITIES INC. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END

6 MOS DEC 31 1997

6 MOS DEC 31 1997 JAN 01 1997 JUN 30 1997 PER BOOK 1,344,001 79,954 102,088 10,273 195,717 1,732,033 33,427 279,042 221,622 534,091 0 18,320 517,265 5,000 0 145,000 140 0 13,816 13,923 484,478 1,732,033 396,021 14,649 1 336,792 336,792 1 59,229 (763) 58,466 25,075 18,742 457 18,285 28,000 37,780 77,877 02 02

ARTICLE UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1998 FINANCIAL STATEMENTS INCLUDED IN WISCONSIN POWER AND LIGHT COMPANY'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000107832 NAME: WISCONSIN POWER AND LIGHT COMPANY MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END

6 MOS DEC 31 1998

6 MOS DEC 31 1998 JAN 01 1998 JUN 30 1998 PER BOOK 1,214,762 147,820 98,542 49,721 117,183 1,628,028 66,183 199,334 305,925 571,442 0 59,963 354,586 57,303 56,975 0 8,899 0 0 0 518,860 1,628,028 375,313 10,870 1 330,833 330,833 1 44,480 122 44,602 17,367 16,365 1,656 14,709 29,170 30,569 109,752 02 02