EX-99.b

                    INTERSTATE POWER COMPANY
                  SUPPLEMENTAL RETIREMENT PLAN
                     AS AMENDED AND RESTATED
                        NOVEMBER 10, 1995



                        Table of Contents

                                                             Page

ARTICLE I - INTRODUCTION . . . . . . . . . . . . . . . . . . . .1
     1.1  Purpose. . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . .2
     2.1       Accrued Benefit . . . . . . . . . . . . . . . . .2
     2.2       Board or Board of Directors . . . . . . . . . . .2
     2.2.5     Change in Control . . . . . . . . . . . . . . . .2
     2.3       Code. . . . . . . . . . . . . . . . . . . . . . .3
     2.4       Compensation. . . . . . . . . . . . . . . . . . .3
     2.5       Early Retirement Date . . . . . . . . . . . . . .3
     2.6       Effective Date. . . . . . . . . . . . . . . . . .3
     2.7       Employer. . . . . . . . . . . . . . . . . . . . .4
     2.8       Normal Retirement Date. . . . . . . . . . . . . .4
     2.9       Officer . . . . . . . . . . . . . . . . . . . . .4
     2.9.5     Participant . . . . . . . . . . . . . . . . . . .4
     2.10      Plan. . . . . . . . . . . . . . . . . . . . . . .4
     2.11      Plan Administrator. . . . . . . . . . . . . . . .4
     2.12      Plan Year . . . . . . . . . . . . . . . . . . . .4
     2.12.5    Re-entry Date . . . . . . . . . . . . . . . . . .4
     2.13      Retirement Plan . . . . . . . . . . . . . . . . .4
     2.14      Social Security Benefit . . . . . . . . . . . . .4
     2.15      Spouse. . . . . . . . . . . . . . . . . . . . . .5
     2.16      Trust . . . . . . . . . . . . . . . . . . . . . .5
     2.17      Trust Fund. . . . . . . . . . . . . . . . . . . .5
     2.18      Trustee . . . . . . . . . . . . . . . . . . . . .5
     2.19      Year(s) of Benefit Service. . . . . . . . . . . .5

ARTICLE III - PARTICIPATION. . . . . . . . . . . . . . . . . . .6
     3.1       Participation . . . . . . . . . . . . . . . . . .6
     3.2       Death . . . . . . . . . . . . . . . . . . . . . .6
                                                             
ARTICLE IV - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . .7
     4.1       Employer Contributions. . . . . . . . . . . . . .7
     4.2       Change in Control . . . . . . . . . . . . . . . .7
     4.3       Binding Effect on Successor . . . . . . . . . . .7

ARTICLE V - BENEFITS . . . . . . . . . . . . . . . . . . . . . .8
     5.1       Normal Retirement Pension . . . . . . . . . . . .8
     5.2       Early Retirement Pension. . . . . . . . . . . . .8
     5.3       Prior Employer's Plan . . . . . . . . . . . . . .9
     5.4       Form of Payment . . . . . . . . . . . . . . . . .9
     5.5       Suspension of Benefits. . . . . . . . . . . . . 10
     5.6       Termination for Cause . . . . . . . . . . . . . 10
     5.7       Surviving Spouse Benefits . . . . . . . . . . . 11
     5.8       Claims Procedure. . . . . . . . . . . . . . . . 11
     5.9       Forfeiture of Benefits. . . . . . . . . . . . . 13

ARTICLE VI - ADMINISTRATION OF PLAN. . . . . . . . . . . . . . 14
     6.1       Administration. . . . . . . . . . . . . . . . . 14
     6.2       Records . . . . . . . . . . . . . . . . . . . . 15
     6.3       Information Available . . . . . . . . . . . . . 15
     6.4       Expenses. . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII - AMENDMENT AND TERMINATION. . . . . . . . . . . . 16
     7.1       Right to amend or Terminate Plan. . . . . . . . 16
     7.2       Amendments. . . . . . . . . . . . . . . . . . . 16

ARTICLE VIII - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . 17
     8.1       No Employment Rights. . . . . . . . . . . . . . 17
     8.2       Non-alienability. . . . . . . . . . . . . . . . 17
     8.3       Facility of Payment . . . . . . . . . . . . . . 17
     8.4       Severability. . . . . . . . . . . . . . . . . . 17
     8.5       Headings. . . . . . . . . . . . . . . . . . . . 17
     8.6       Number and Gender . . . . . . . . . . . . . . . 18
     8.7       Governing Law . . . . . . . . . . . . . . . . . 18



                    INTERSTATE POWER COMPANY
                  SUPPLEMENTAL RETIREMENT PLAN
                     AS AMENDED AND RESTATED


                    ARTICLE I - INTRODUCTION

1.1  Purpose

     Interstate Power Company ("Employer"), is establishing the
     Supplemental Retirement Plan ("Plan") for the purpose of
     providing defined benefit retirement income supplement for the
     officers of the Employer.  The Plan has been designed as, and
     is intended to be, an unfunded plan for purposes of the
     Employee Retirement Income Security Act of 1974, as amended,
     except as otherwise specifically provided under the terms of
     this Plan.  The Plan has also been designed as, and is
     intended to be, a non-qualified plan for purposes of Section
     401 of the Internal Revenue Code of 1986, as amended.  The
     Plan shall be effective April 30, 1990 as amended and restated
     November 10, 1995.


                    ARTICLE II - DEFINITIONS

Capitalized terms as described in this Article II shall have the
meanings as described herein unless a different meaning is clearly
required by the context of the Plan.

2.1       Accrued Benefit shall mean the retirement benefit that
          the Officer would receive upon such Officer's Normal
          Retirement Date, as provided in Section 5.1.

2.2       Board or Board of Directors shall mean the Board of
          Directors of the Employer.

2.2.5     Change in Control of the Employer shall have the
          following meaning and shall be deemed to have occurred
          if:

               (i)  any Person is or becomes the Beneficial Owner
          (as that term is defined in Rule 13d-3 under the
          Securities Exchange Act of 1934 (the "Exchange Act")),
          directly or indirectly, of securities of the Company (not
          including in the securities beneficially owned by such
          Person any securities acquired directly from the Company)
          representing twenty-five percent (25%) or more of the
          combined voting power of the Company's then outstanding
          securities; or

               (ii) during any period of twenty-four (24)
          consecutive months (not including any period prior to
          November 1, 1995), individuals who at the beginning of
          such period constitute the Board and any new director
          (other than a director designated by a Person who has
          entered into an agreement with the Company to effect a
          transaction described in clause (i), (iii) or (iv) of
          this definition or any such individual whose initial
          assumption of office occurs as a result of either an
          actual or threatened election contest (as such terms are
          used in Rule 14a-11 of Regulation 14A promulgated under
          the Exchange Act) or other actual or threatened
          solicitation of proxies or consents) whose election by
          the Board or nomination for election by the Company's
          stockholders was approved by a vote of at least two-
          thirds (2/3) of the directors then still in office who
          either were directors at the beginning of such period or
          whose election or nomination for election was previously
          so approved, cease for any reason to constitute a
          majority of the Board; or

               (iii)  the shareholders of the Company approve a
          reorganization, merger or consolidation, other than a
          reorganization, merger or consolidation with respect to
          which all or substantially all of the individuals and
          entities who were Beneficial Owners, immediately prior to
          such reorganization, merger or consolidation, of the
          combined voting owner of the Company's then outstanding
          securities beneficially own, directly or indirectly,
          immediately after such reorganization, merger or
          consolidation, more then seventy-five percent (75%) of
          the combined voting power of the securities of the
          corporation resulting from such reorganization, merger or
          consolidation in substantially the same proportions as
          their respective ownership, immediately prior to such
          reorganization, merger or consolidation, of the combined
          voting owner of the Company's securities; or 

               (iv)  the shareholders of the Company approve (a)
          the sale or disposition by the Company (other than to a
          subsidiary of the Company) of all or substantially all of
          the assets of the Company (or any such sale or
          disposition is effected through condemnation
          proceedings), or (b) a complete liquidation or
          dissolution of the Company.

          Notwithstanding the foregoing, a Change in Control shall
          not include any event, circumstance or transaction which
          results from the action (excluding the Executive's
          employment activities with the Company or any of its
          affiliates) of any Person or group of Persons which
          includes, is directly affiliated with or is wholly or
          partly controlled by one or more executive officers of
          the Company and in which the Executive actively
          participates.
     
2.3       Code shall mean the Internal Revenue Code of 1986, as
          amended, and the regulations thereunder.

2.4       Compensation shall mean the Officer's highest consecutive
          twelve (12) months of compensation, consisting of amounts
          which are actually paid to the Officer during the
          calendar year, including any nonqualified plan deferrals,
          expense reimbursements and taxable employee benefits.

2.5       Early Retirement Date shall mean the first day of the
          month on or after the Officer reaches age fifty-five
          (55).

2.6       Effective Date shall mean April 30, 1990 as amended and
          restated November 10, 1995.

2.7       Employer shall mean Interstate Power Company.  This will
          also include any successor corporation or firm of the
          Employer which shall, by written agreement, assume the
          obligations of this Plan.

2.8       Normal Retirement Date shall mean the date that the
          Officer reaches age sixty-five (65).

2.9       Officer shall mean an employee of the Employer who is
          determined by the Employer to be eligible to participate
          in this Plan.  Notwithstanding anything contained herein
          to the contrary, the term "Officer" shall include any
          employee who is an assistant officer.

2.9.5     Participant shall mean an officer or former Officer of
          Employer who has been determined by the Employer eligible
          to participate in the Plan or who has entered into the
          Plan.  See 3.1.

2.10      Plan shall mean this Interstate Power Company
          Supplemental Retirement Plan, as set forth herein or in
          any amendments hereto.

2.11      Plan Administrator shall mean the Employer or the
          individual or committee duly appointed or duly authorized
          by the Employer or by the Board of Directors to
          administer the terms of the Plan.

2.12      Plan Year shall mean the twelve (12) consecutive month
          period beginning with January 1 and ending December 31.

2.12.5    Re-entry Date shall mean the date a former active Officer
          re-enters the plan.

2.13      Retirement Plan shall mean the plan sponsored by the
          Employer, known as the Interstate Power Company
          Retirement Income Plan, which is qualified under Section
          401 and 501 of the Code.

2.14      Social Security Benefit shall mean the maximum benefit
          that the Officer is eligible to receive from Social
          Security:

          (a)  at age sixty-two (62), if the Officer retires at
               age Sixty-two (62); or

          (b)  on the date that the Officer retires, if the
               Officer retires after age sixty-two (62); or

          (c)  at age sixty-two (62), assuming that the Officer
               continues to earn zero Compensation from the date
               of Retirement until the Officer reaches age sixty-
               two (62), if the Officer retires before age sixty-
               two (62).

2.15      Spouse shall mean a person to whom the Officer was
          legally married on the date of the Officer's death.

2.16      Trust shall mean the agreement of trust, called
          Interstate Power Company Irrevocable Trust Agreement,
          1990, between the Interstate Power Company and the
          trustee established for the purpose of holding the assets
          of the Trust Fund under the provisions of this Plan.

2.17      Trust Fund shall mean the total funds held under the
          Trust for purpose of providing benefits for the
          Participants.  These funds result from a transfer of
          general assets of the Employer made under the Plan which
          are forwarded to the Trustee to be deposited in the Trust
          Fund.  In the event of the Employer's insolvency, assets
          in the trust Fund are subject to the claims of the
          Employer's general creditors.

2.18      Trustee shall mean the trustee or trustees under the
          Trust.  The term Trustee as it is used in this Plan is
          deemed to include the plural unless the context clearly
          indicates otherwise.

2.19      Year(s) of Benefit Service shall mean an Officer's total
          period of service as an employee of the Employer,
          beginning with such Officer's employment commencement
          date expressed in years and months, including fractions
          of years, and ending on the date that the employee's
          employment with the Employer is terminated.  For purposes
          of this Section 2.19 any part of a month shall be deemed
          to be a whole month.


                   ARTICLE III - PARTICIPATION

3.1       Participation.

          The only employees eligible to participate in this plan
          are Officers.  Participation in the Plan shall commence
          upon the notification to the Officer by the Employer of
          such Officer's eligibility to participate in this Plan
          and upon the Officer's entry into this Plan.  The
          Employer shall determine the Officer's entry date into
          this Plan.  See 5.5 Suspension of Benefits.

3.2       Death.

          If an Officer dies while actively employed by the
          Employer, a benefit shall be payable under this Plan. 
          The benefit shall be payable as provided in Section 5.7. 
          See 5.5 Suspension of Benefits.


                   ARTICLE IV - CONTRIBUTIONS

4.1       Employer Contributions.

          (a)  All contributions under this Plan are made by the
               Employer.

          (b)  In establishing this Plan and the Trust, the
               Employer agrees and undertakes to make the Trust
               Fund subject to the claims of the Employer's
               general creditors.  The right of any Participant to
               payment of benefits from the Employer's general
               assets shall be no greater than that of any  other
               general unsecured creditor of the Employer.

4.2       Change in Control, Funding.

          In the event that a change in control of the Employer
          occurs or in the event of a change in the ownership of
          all or substantially all of the assets of the Employer
          occurs as defined in Section 2.2.5 this Plan shall become
          funded upon the date that the Securities and Exchange
          Commission is notified of such change.  The amount of
          such funding shall be equal to the present value of the
          Officer's Accrued Benefit (See Definition 2.1) based upon
          7% interest per annum and the 1983 Group Annuity
          Mortality Table for males.  All Plan participants shall
          become one hundred percent (100%) vested in their Accrued
          Benefit.

4.3       Binding Effect on Successor.

          The Plan shall be binding upon and inure to the benefit
          of any successor to the Employer or its business as the
          result of merger, consolidation, reorganization, transfer
          of assets or otherwise and any subsequent successor
          thereto.  In no event shall such merger, consolidation,
          reorganization, transfer of assets or other similar
          transaction suspend or delay the rights of any
          Participant to receive benefits hereunder.


                      ARTICLE V - BENEFITS

5.1       Normal Retirement Pension.

          (a)  An Officer shall be eligible for a normal
               retirement pension under this Section 5.1 if the
               Officer terminates service with the Employer on or
               after such Officer's Normal Retirement Date.

          (b)  An Officer's monthly normal retirement pension is
               based upon one twelfth (1/12th) of the following
               formula, based on a single life annuity:

                    three and three-fourths percent (3-3/4%)
                    multiplied by Years of Benefit Service (not in
                    excess of 20) multiplied by Compensation minus
                    the Officer's annual accrued benefit from the
                    Retirement Plan payable as a single life
                    annuity, any other employer's annual
                    retirement pension and the Officer's annual
                    Social Security Benefit.

5.2       Early Retirement Pension.

          (a)  If the Officer terminates service with the Employer
               on or after such Officer's Early Retirement Date,
               the Officer shall receive an early retirement
               pension or a normal retirement pension as provided
               under this Section 5.2.  If the Officer terminates
               service with the Employer before such Officer's
               Early Retirement Date, no benefits will be payable
               to such Officer under this Plan.

          (b)  An Officer's monthly early retirement pension is
               based upon one twelfth (1/12th) of the following
               formula, based upon a single life annuity:

                    three and three-fourths percent (3-3/4%) 
                    multiplied by Years of Benefit Service (not in
                    excess of 20 and determined on the date that
                    the Officer terminates service with the
                    Employer) multiplied by Compensation
                    (determined on the date that the Officer
                    terminates service with the Employer) minus
                    the Officer's annual accrued benefit from the
                    Retirement Plan payable as a single life
                    annuity, any other employer's annual 
                    retirement pension and the Officer's annual
                    Social Security Benefit.

          (c)  If the Officer commences benefit on his Early
               Retirement Date, the Officer will receive the
               following percentage of such Officer's pension:

     Age When Benefits Begin       Percentage of Benefit Received

               65                            100.00%   
               64                             97.50%*
               63                             95.00%*
               62                             92.50%*
               61                             90.00%
               60                             80.00%
               59                             70.00%
               58                             60.00%
               57                             50.00%
               56                             40.00%
               55                             30.00%


          *    These percentages are subject to subsection (d)
               below.

          (d)  Notwithstanding anything contained in this Plan to
               the contrary, if the Officer commences benefits on
               or after age sixty-two (62) with thirty-five (35)
               or more Years of Benefit Service with the Employer,
               the Officer may retire and qualify for 100% of the
               Officer's benefit under this Plan. 

5.3       Prior Employer's Plan.

          If the Officer is eligible to receive a benefit from a
          previous employer's defined benefit retirement plan, the
          Officer's benefit under this Plan shall be reduced.  The
          amount of the reduction is equal to the monthly pension
          benefit the Officer earned from the prior employer's plan
          payable as a single life annuity at such Officer's
          retirement date.

5.4       Form of Payment.

          (a)  Benefits under this Plan shall be paid on the
               Officer's Normal Retirement Date or Early
               Retirement Date in the form selected by the
               Officer.  The forms of payments which are available
               for selection under this Plan are the same options
               which are available under the Retirement Plan, as
               provided in subsection (b) below.  The Officer may
               choose a different form of payment under this Plan
               from the form selected under the Retirement Plan.

          (b)  The optional forms of retirement benefit for the
               benefit derived from the Officer's Accrued Benefit
               shall be the following:

               (i)       a straight life annuity;

               (ii)      a straight life annuity with Social
                         Security adjustment option;

               (iii)     single life annuities with period certain
                         of five (5), ten (10) or fifteen (15)
                         years; and

               (iv)      survivorship life annuities with
                         survivorship percentages of 50, 66 2/3 or
                         100.

          The benefit payable under any optional annuity form
          (except for subsection (ii) and the normal form of
          payment under the retirement Plan) shall be the actuarial
          equivalent (as defined in the Retirement Plan) of the
          normal form of payment under the Retirement Plan.

5.5       Suspension of Benefits.

          If the Officer terminates service with the Employer and
          is rehired after commencement of benefits but prior to
          attaining age sixty-five (65), payment of benefits under
          this Plan shall cease.  Payment of benefits under this
          Plan shall resume when the Officer again terminates
          service with the Employer.

5.6       Termination for Cause.

          If the Officer is terminated for cause, the Officer will
          not receive any benefits under this Plan.  Termination
          for cause shall be determined by the Board of Directors
          and will include, but shall not be limited to:

          (a)  embezzlement of Employer funds;

          (b)  fraud; and

          (c)  acts which cause harm to the Employer or its
               reputation.

5.7       Surviving Spouse Benefits.

          (a)  If the Officer is unmarried and dies prior to
               retirement, no benefits are payable under this
               Plan.  If the Officer is married and dies prior to
               retirement, the Officer's Spouse will receive a
               pre-retirement survivor annuity.

          (b)  The Spouse shall receive a lifetime monthly pension
               equal to the percent from the table below of the
               Officer's Accrued Benefit:

                                     Percentage of Benefit  
     Age at Time of Death              Spouses Receives
                                       
               64                              48%     
               63                              46%     
               62                              44%
               61                              42%
               60                              40%
               59                              38%
               58                              36%
               57                              34%
               56                              32%
          55 and under                         30%

          (c)  If the Officer dies after such Officer's Early
               Retirement Date, the pension amount is determined
               as if the Officer retired on such Officer's date of
               death.  The Spouse commences payments as of the
               Officer's date of death.

          (d)  If the Officer dies before such Officer's Early
               Retirement Date, the pension amount is determined
               as if the Officer terminated service with the
               Employer on the date of death.  The Spouse shall
               commence payments on the earliest date that the
               Officer was eligible to retire.

          (e)  If the Officer dies after the Officer retired and
               commenced payments, the death benefit payable will
               be based on the form of payment selected by the
               Officer.

5.8       Claims Procedure.

          (a)  Filing a Claim.

               Any Officer or Spouse may file a written claim for
               a Plan benefit with the Plan Administrator.

          (b)  Notice of Denial of Claim.

               In the event of a denial or limitation of any
               benefit or payment due to a claimant, the claimant
               shall be given a written notification containing
               specific reasons for the denial or limitation of
               such claimant's benefit.  The written notification
               shall contain specific reference to the pertinent
               Plan provisions on which the denial or limitation
               of his benefit is based.  In addition, it shall
               contain a description of any other material or
               information necessary for the claimant to perfect a
               claim and an explanation of why such material or
               information is necessary.  The notification shall
               further provide appropriate information as to the
               steps to be taken if the claimant wishes to submit
               the claim for review.  This written notification
               shall be given to a claimant within ninety (90)
               days after receipt of the claim by the Plan
               Administrator unless special circumstances require
               an extension of time for processing the claim.  If
               such an extension of time is required, written
               notice of the extension shall be furnished to the
               claimant prior to the termination of said ninety
               (90) day period, and such notice shall indicate the
               special circumstances which make the postponement
               appropriate.

          (c)  Right of Review.

               In the event of a denial or limitation of his
               benefit, the claimant shall be permitted to review
               pertinent documents and to submit to the Plan
               Administrator issues and comments in writing.  In
               addition, the claimant may make a written request
               for a full and fair review of the claim and its
               denial by the Plan Administrator, provided,
               however, that such written request is received by
               the Plan Administrator within sixty (60) days after
               receipt by the claimant of written notification of
               the denial or limitation of the claim.  The sixty
               (60) day requirement may be waived by the Plan
               Administrator in appropriate cases.

          (d)  Decision on Review.

               A decision shall be rendered by the Plan
               Administrator within sixty (60) days after the
               receipt of the request for review, provided that
               where special circumstances require an extension of
               time for processing the decision, it may be
               postponed with written notice to the claimant
               (prior to the expiration of the initial sixty (60)
               day period) for an additional sixty (60) days, but
               in no event shall the decision be rendered more
               than one hundred twenty (120) days after the
               receipt of such request for review.  Any decision
               by the Plan Administrator shall be furnished to the
               claimant in writing and shall set forth the
               specific reason for the decision and the specific
               Plan provisions on which the decision is based.

          (e)  Court Action.

               No Officer or Spouse shall have the right to seek
               judicial review of a denial of benefits or to bring
               any action in any court to enforce a claim for
               benefits prior to filing a claim for benefits or
               exhausting the rights to review under this Section
               5.8.

5.9       Forfeiture of Benefits.

          Upon the occurrence of the following events, the
          Officer's benefits under this Plan shall be forfeited and
          no benefits shall be payable to the Officer under this
          Plan:

          (a)  as provided in Sections 3.2, 5.2(a), 5.6, and
               5.7(a);

          (b)  if the Plan terminates, no further benefits shall
               be accrued under this Plan.  The Officer's Accrued
               Benefit under this Plan shall be the benefit
               accrued as of the date the Plan is terminated;

          (c)  if the Officer terminates service with the Employer
               and begins employment with an employer which the
               Board of Directors determines to be a competitor of
               the Employer or with any employer in the utility
               industry.  This limitation does not, however, apply
               to successors and assigns of Employer.

     
               ARTICLE VI - ADMINISTRATION OF PLAN

6.1       Administration.

          (a)  Subject to this Article VI, the Plan administrator
               has complete control of the administration of the
               Plan.  The Plan Administrator has all the powers
               necessary to properly carry out its administrative
               duties.  Not in limitation, but in amplification of
               the foregoing, the Plan Administrator has the power
               in its sole and complete discretion to construe the
               terms of the Plan, to interpret and resolve any
               ambiguity which may arise under the Plan and all
               questions which may arise under the Plan, including
               questions relating to the eligibility of officers
               to participate in the Plan and the amount of
               benefit to which any Participant may become
               entitled.  The Plan Administrator's decisions upon
               all matters within the scope of its authority shall
               be final.

          (b)  Unless otherwise set out in the Plan, the Plan
               Administrator may delegate recordkeeping and other
               duties which are necessary to assist it with the
               administration of the Plan to any person or firm
               which agrees to accept such duties.  The Plan
               Administrator shall be entitled to rely upon all
               tables, valuations, certificates and reports
               furnished by the consultant or actuary appointed by
               the Plan Administrator and upon all opinions given
               by any counsel selected or approved by the Plan
               Administrator.

          (c)  The Plan Administrator shall receive all claims for
               benefits by Participants or former Participants. 
               The Plan Administrator shall determine all facts
               necessary to establish the right of any claimant to
               benefits and the amount of those benefits under the
               provisions of the Plan.  The Plan Administrator may
               establish rules and procedures to be followed by
               claimants in filing claims for benefits, in
               furnishing and verifying proof necessary to
               determine age, and in any other matters required to
               administer the Plan.

6.2       Records.

          (a)  All acts and determination of the Plan
               Administrator shall be duly recorded.  All these
               records, together with other documents necessary
               for the administration of the Plan, shall be
               preserved in the Plan Administrator's custody.

          (b)  Writing (handwriting, typing, printing), photo-
               stating, photographing, microfilming, magnetic
               impulse, mechanical or electrical recording or
               other forms of data compilation shall be acceptable
               means of keeping records.

6.3       Information Available.

          Any participant in the Plan may examine copies of this
          Plan.  The Plan Administrator shall maintain the Plan in
          its office, or in such other place or places as it may
          designate.  The Plan may be examined during reasonable
          business hours.  Upon the written request of a
          Participant receiving benefits under the Plan, the Plan
          Administrator shall furnish such Participant with a copy
          of the Plan.

6.4       Expenses.

          The Employer shall pay all expenses of administering the
          Plan.


             ARTICLE VII - AMENDMENT AND TERMINATION

7.1       Right to Amend or Terminate Plan.

          While the Employer intends to maintain this Plan
          indefinitely, the Employer, through the action of the
          Board of Directors, reserves the right to amend and/or
          terminate this Plan at any time for whatever reason it
          may deem appropriate; provided, however, that any such
          amendment and/or termination adopted by the Board of
          Directors or otherwise after the occurrence of any Change
          in Control shall not be effective against any Participant
          participating in this Plan on the date of any such Change
          in Control if such amendment and/or termination would
          have any adverse effect on the benefit rights and/or
          entitlements, accrued or potential, of such Participant,
          when compared to any such benefit rights and/or
          entitlements as the same existed immediately prior to the
          adoption of any such amendment and/or termination of this
          Plan, without the prior express written consent of any
          such adversely effected Participant.

7.2       Amendments.

          No amendment to this Plan may be made except by action of
          a simple majority of the Board of Directors.


             ARTICLE VIII - MISCELLANEOUS PROVISIONS

8.1       No Employment Rights.

          Nothing contained in this Plan shall be construed as a
          contract of employment between the Employer and any
          Officer or as a right of any Officer to be continued in
          employment or as a limitation on the right of any
          Employer to discharge any of its Officers with or without
          cause.

8.2       Non-alienability.

          The rights of an Officer to the payment of benefits under
          this Plan shall not be assigned, transferred, pledged or
          encumbered, or be subject in any manner to alienation or
          anticipation.

8.3       Facility of Payment.

          Any amounts payable under this Plan to any person under
          a legal disability or who, in the judgement of the
          Employer, is unable to properly manage his financial
          affairs may be paid to the legal representative of such
          person or may be applied for the benefit of such person
          in any manner which the Employer may select.

8.4       Severability.

          Whenever possible, each provision of the Plan shall be
          interpreted in such manner as to be effective and valid
          under applicable law, but if any provision of the Plan
          shall be held to be prohibited by or invalid under
          applicable law, then such provision shall be deemed to be
          amended to accomplish the objectives of the provision as
          originally written to the fullest extent permitted by law
          and all other provisions of the Plan shall remain in full
          force and effect.  Such provision shall be deemed to have
          been drafted in such manner on the Effective Date.

8.5       Headings.

          The headings are for convenience of reference only.  In
          the event of a conflict between a heading and the content
          of a section, the content of the section shall control.

8.6       Number and Gender.

          The masculine pronoun used herein shall include the
          feminine pronoun and the singular number shall include
          the plural number unless the context of this Plan
          requires otherwise.

8.7       Governing Law.

          The provisions of this Plan shall be interpreted in
          accordance with the laws of the State of Delaware.



IN WITNESS WHEREOF, the Employer has caused its corporate seal to
be hereunto affixed and has caused its name to be signed hereto by
the person duly authorized below, pursuant to the authority of the
Board of Directors, to be effective as first above written, on this
    10th     day of   November  , 19  95  .


                                   INTERSTATE POWER COMPANY
               
                                   By: /s/  W. H. Stoppelmoor     
                                   Title: Chairman, President & CEO  
                                         

(Corporate Seal)

Attest:

/s/  J. C. McGowan         
Secretary