SEVERANCE AGREEMENT AND
RELEASE 



        This
SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is entered into by and between
James E. Hoffman (“Employee”) and Alliant Energy Corporate Services, Inc.
(“Employer”). In consideration for the mutual promises set forth herein, the
parties agree as follows: 



	 	1.	Severance
Date. Employee’s employment with Employer will terminate           effective
February 4, 2005 (“Severance Date”). Employee shall receive           Employee’s
current salary and benefits, including payment for unused           vacation, through the
Severance Date. Except as expressly provided herein, all           obligations of
Employer to Employee will terminate as of the Severance Date. 






	 	2.	Severance
Benefits. In consideration for the release set forth in           Paragraph 5 of this
Agreement and the restrictions set forth in Paragraph 7 of           this Agreement,
Employer will pay to Employee the sum of six hundred eighty           thousand dollars
($680,000.00), subject to appropriate federal and state           withholdings, by the
next regular pay period following the expiration of the           seven (7) day
revocation period specified in Paragraph 11. In further           consideration for the
release set forth in Paragraph 5 of this Agreement and the           restrictions set
forth in Paragraph 7 of this Agreement, the vesting           restrictions for the 3868
shares of restricted stock issued to Employee on           January 30, 2004 shall lapse
as of the Effective Date of this Agreement as set           forth in Paragraph 12 below. 







1 









	 	3. 	Outplacement
Services or Tuition Reimbursement. In further consideration                for the
release set forth in Paragraph 5 of this Agreement and the restrictions
               set forth in Paragraph 7 of the Agreement, Employer will provide Employee
with                up to twenty-five thousand dollars ($25,000.00) in either
outplacement services                or tuition reimbursement. Outplacement services must
be used within six (6)                months of the Severance Date and tuition
reimbursement benefits must be used                within twenty-four (24) months of the
Severance Date. 






	 	4. 	Other
Benefits. Employee will cease to be eligible to participate under                any
stock option, bonus, equity, incentive compensation, medical, dental, life
               insurance, retirement, pension, and other compensation or benefit plans of
               Employer following the Severance Date except as set forth below.
Thereafter,                Employee will have no rights under such plans, except as
follows: 






	 	a. 	If
Employee is currently enrolled in a medical plan and/or dental plan of
               Employer, such coverage shall continue through February 28, 2005.
Thereafter,                Employee may elect to continue coverage under federal COBRA
provisions for up to                eighteen (18) months. If Employee elects continued
coverage, Employer will pay                for the COBRA coverage for up to eighteen (18)
months.  






	 	b. 	If
Employee is currently enrolled in any life insurance, spouse life insurance
               or child life insurance plans, such coverage shall continue through
February 28,                2005. Thereafter, Employee may elect to continue coverage in
accordance with the                provisions of those plans at his own cost.  







2 









	 	c. 	If
Employee is currently enrolled in any accidental death & dismemberment or
               long term disability insurance plans, such coverage will cease on the
Severance                Date.  






	 	d. 	Employee
will retain any vested rights under all qualified retirement plans of
               Employer in which Employee is a participant and all rights associated with
such                benefits, as determined by the official terms of those plans
including the                Alliant Energy Cash Balance Plan, the Alliant Energy Excess
Plan and the Alliant                Energy 401(k) Plan. Employee’s balances in the
Alliant Energy Cash Balance                Plan and the Alliant Energy Excess Plan as of
January 1, 2005, were $154,923.93                and $112,971.21, respectively, for a
total of $267,895.14.  






	 	e. 	Employee
will retain his rights under the Alliant Energy Corporation Key                Employee
Deferred Compensation Plan. Employee’s entire balance in this plan                is
in the Company stockaccount and is currently approximately 16,974
               shares. The balance of this account will be paid to Employee in accordance
with                the terms of the plan.  







3 









	 	5. 	Employee’s
Release. In exchange for the promises made by Employer                contained in
this Agreement, Employee hereby releases and forever discharges                Employer,
its parent, subsidiaries, affiliates, agents, employees, officers,
               directors, shareholders, successors, and assigns from all claims,
liabilities,                demands and causes of action whether known or unknown, fixed
or contingent,                arising out of or in any way connected with Employee’s
employment with                Employer or the termination thereof. This Agreement
includes, but is not limited                to, all matters in law, in equity, in
contract, or in tort, pursuant to statute,                including any claim arising
under the Age Discrimination in Employment Act,                Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act,                the Fair Labor
Standards Act, or any other applicable federal, state, or local                law or
ordinance. This Agreement does not apply to any claim or rights that may
               arise under the Age Discrimination in Employment Act after the date this
               Agreement is executed. It is expressly agreed Employee will not institute,
cause                to be instituted, prosecute, or take any award of money or other
damages from                any action, lawsuit, complaint, or proceeding against
Employer which relates to,                or arises out of, Employee’s employment
with Employer or the termination                thereof; provided, however, that this
provision shall not be deemed to prohibit                either party from taking such
steps as are necessary to enforce the terms and                conditions of this
Agreement. 







4 









	 	6. 	Indemnification;
Cooperation. In the event that Employee is, or may                become, personally
liable as a result of any litigation or claim arising out of                or associated
with or related to Employee’s employment with Employer,                Employer
shall, to the fullest extent permitted or required by Sections 180.0850                to
180.0859, inclusive, of the Wisconsin Business Corporation Law, including any
               amendments thereto, by the Employer’s Articles of Incorporation and
by any                insurance policies purchased by Employer, indemnify Employee
against any and all                liabilities, and advance any and all reasonable
expenses, incurred by Employee                with regard to such proceeding. Employee
agrees that he shall also fully                cooperate with Employer in any
investigation Employer may conduct or which may                be conducted by a
government agency or entity or in any litigation in which                Employee or
Company may become involved. Suchcooperation shall include                Employee’s
making himself reasonably available for interviews by Employer                or its
counsel, depositions and/or court appearances upon Employer’s
               request. Employer shall attempt to schedule such cooperation at mutually
               convenient times and places. Employer shall reimburse Employee for
reasonable                expenses, such astelephone, travel, lodging and meal
expenses, incurred                by Employee at Employer’s request consistent with
Employer’s generally                applicable policies for employee expenses. 






	 	7. 	Restrictions.
Notwithstanding anything in this Agreement to the contrary,                it is
expressly agreed that all payments under this Agreement shall terminate,
               and that Employer shall have no further obligation under this Agreement,
upon                any violation of the provisions of this Paragraph 7. Payments
pursuant to                this Agreement are intended to serve as consideration
for these                restrictions. If Employee received payments pursuant to
Paragraph 2 and                violates Paragraph 7, Employee shall repay to Employer the
portion of the                benefits previously received. 







5 









	 	a. 	Covenant
Not To Compete. The restrictions of this paragraph apply from                the
Severance Date until the second anniversary of the Severance Date and within
               the states of Wisconsin and Iowa. The Employee shall not accept employment
with,                or become a consultant to, any business in any capacity in which his
job duties                would entail assisting that business to compete with the
Employer’s                businesses in the above-described geographic area, unless
approval is obtained                in advance from the Employer’s President. If the
Employee advises                Employer’s President in writing of a position with a
business that he would                like to accept, Employer’s President shall
respond in writing within a                reasonable period not to exceed ten (10)
business days from the date of receipt                of the request. Employee shall not
become a partner or a shareholder in any                business that is in competition
with Employer’s businesses in the                above-described geographic area,
although Employee may hold up to a five percent                interest in any company
without violating the provisions of this Paragraph 7.a.                The restrictions
of this Paragraph 7.a shall terminate immediately upon 1) any                liquidation
or dissolution of Employer or 2) any sale of stock, sale of                substantially
all of the assets, merger, reorganization or other transactions                that
result in 50% or more of the ownership or control of Employer being in the
               hands of persons or entities other than the shareholders of the Employer.  







6 









	 	b. 	Confidentiality.
Employee agrees to hold in strictest of confidence, and                not use to compete
with Employer or disclose to anyone except as expressly                authorized in
writing by Employer, any proprietary or confidential information                of
Employer or other information and data pertaining to the activities and
               operations of Employer and not made available to the general public by
Employer                or with Employer’s consent. Proprietary and confidential
information                includes, but is not limited to, trade secrets, information
relating to the                business, financial, legal and personnel matters of
Employer, information                relating to the internal operations of Employer such
as operations methods,                equipment, and quality control procedures,
information relating to development                projects, information relating to
actual or potential customers or suppliers,                marketing plans, price and
cost data, and proprietary information of other                companies or individuals
which has been disclosed to Employer under a                requirement of secrecy.
Proprietary and confidential information may or may not                be in documentary
form and includes computer software programs, drawings, plans,                letters and
databases. This obligation shall remain in effect for so long as                Employee
has knowledge or possession of information that remains confidential                and
secret. Employee shall promptly return to Employer, and not deliver to
               anyone else, all documents and materials containing proprietary and
confidential                information, including the original and all copies and
summaries of such                documents and materials. In the event Employee breaches
the terms of this                Paragraph 7.b, Employee shall be responsible for
whatever damages Employer                incurs as a result of said breach, including
reasonable costs and                attorney’s fees of an action to enforce the
Agreement. In addition to all                of the remedies otherwise available to
Employer, Employer shall have the right                to injunctive relief to restrain
and enjoin any actual or threatened breach of                this Paragraph 7.b.  






7 










	 	c. 	Non-Disparagement. Employee
agrees that he will not criticize, denigrate                or disparage Employer in any
public forum or in the media or to any third                parties. For purposes of this
paragraph “disparage” shall mean any                statements, actions or
insinuations, made either directly or through a third                party, that would
tend to lessen the standing or stature of Employer in the eyes                of an
ordinary person.  






	 	
The
Employee agrees that the restrictions set forth in this Paragraph 7, 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 Paragraph 7 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 Paragraph 7 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.  







8 










	 	8.	Waiver
of Reinstatement and Reemployment. Employee acknowledges, agrees           and
covenants that Employee is not entitled to reemployment or reinstatement of
          employment in any position, capacity, or context with Employer and/or its
          parent, subsidiaries or affiliates, and that Employee will not initiate contact
          with Employer, its parent, subsidiaries or affiliates for the purpose of
          applying for or seeking reemployment or reinstatement of employment in any
          position, capacity or context. 






	 	9.	Entire
Agreement. This Agreement contains the entire agreement between           the
parties, and there are no other understandings or terms, either express or
          implied. This Agreement shall be amended only by a written agreement signed by
          both parties. 






	 	10.	Voluntary
Agreement; Advice of Counsel; 21-Day Period. Employee           acknowledges and
states that (i) Employee has read this Agreement, understands           its legal and
binding effect, and is acting voluntarily and freely in executing           this
Agreement; (ii) Employee has had an opportunity to seek and was advised in
          writing to seek, legal counsel prior to signing this Agreement; and (iii)
          Employee was given at least 21 days to consider the terms of this Agreement
          prior to signing it. 







9 









	 	11.	Revocation. Employee
and Employer expressly agree that Employee has the           right to revoke this
Agreement by providing written notice of Employee’s           intent to revoke this
Agreement to Erroll B. Davis, Jr. at Alliant Energy P.O.           Box 77007 Madison, WI
53707-1007 within seven calendar days after Employee signs           the Agreement. This
Agreement shall not become effective or enforceable if           revoked. Any revocation,
however, does not affect Employee’s separation           from employment effective
as of the Severance Date set forth in Paragraph 1. 






	 	12.	Effective
Date. The Effective Date of this Agreement shall be the eighth           day
following Employee’s execution of this Agreement if Employee does not
          revoke the Agreement pursuant to Paragraph 11 above. 






	 	13.	Choice
of Law. This Agreement shall be construed under the laws of the           State of
Wisconsin. 






	 	14.	Binding
Effect. This Agreement shall inure to the benefit of and is           binding upon
the parties hereto and their respective heirs, executors, estates,           personal
representatives, legal representative, parents, subsidiaries,           affiliates,
successors and assigns. 







10 









	 	15.	Employee
Acknowledgement. Employee expressly acknowledges the following:           I HAVE
CAREFULLY READ THIS AGREEMENT. I HAVE BEEN ADVISED IN WRITING BY EMPLOYER           TO
TAKE THIS AGREEMENT TO AN ATTORNEY OF MY CHOOSING FOR REVIEW AND EXPLANATION.           I
FULLY UNDERSTAND THE BINDING EFFECT OF THIS AGREEMENT AND THAT IT CONTAINS
          VOLUNTARY RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, RELATING TO, OR ARISING OUT
          OF, MY EMPLOYMENT WITH EMPLOYER OR THE TERMINATION OF THAT EMPLOYMENT. I AM
          SIGNING THIS AGREEMENT VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING
          EMPLOYER FROM ALL CLAIMS RELATING TO, OR ARISING OUT OF, MY EMPLOYMENT OR THE
          TERMINATION OF THAT EMPLOYMENT. 












	Date:  February 4, 2005	By:  /s/ James E. Hoffman
		        [Employee]
	


Date:  _________________________	By:  /s/ Barbara J. Swan
		        [Name]
		        [Title]


















11