Exhibit 10.2 



SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT 



[Form for D.K Doyle] 



        This
Supplemental Retirement Plan Agreement is made this ____ day of ____________, 2008, by and
between [insert name] (the “Officer”) and Alliant Energy Corporation (the
“Company”). 



W I T N E S S E T H: 



        WHEREAS,
Alliant Energy wishes to provide supplemental retirement benefits to a select group of
senior executive personnel, including the Officer, to ensure the overall effectiveness of
the Company’s executive compensation program and that the Company will be able to
attract, retain, and motivate qualified senior executive personnel; 



        WHEREAS,
the Company and the Officer have heretofore entered into a Supplemental Retirement
Plan Agreement (the “Prior Agreement”) providing supplemental retirement,
deferred compensation or similar benefits; and 



        WHEREAS,
the Company and the Officer wish to enter into this Agreement, which shall amend, restate,
supersede and replace the Prior Agreement; 



        NOW,
THEREFORE, the parties agree as follows: 



ARTICLE I 



SCOPE OF AGREEMENT
 



        1.1    
Effect on Prior Agreement. This Agreement shall supersede and replace
the Prior Agreement, effective as of the date of this Agreement, and the parties shall
thereafter have no further rights or obligations under the Prior Agreement. 



        1.2    
Effect on Change of Control Agreements. If the Officer is a party to an
agreement which is binding on the Company 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    
Beneficiary means the beneficiary or beneficiaries designated in writing by the
Officer on the form provided in Appendix A or, in default of such designation or the
failure of any designated beneficiary to survive the Officer, the Officer’s estate. 



        2.2    
Board of Directors means the Board of Directors of Alliant Energy Corporation, the
Compensation and Personnel Committee of the Board, or any committee of the Board which is
designated by the Board of Directors, or permitted by the Bylaws of the Alliant Energy
Corporation, to act on behalf of the Board of Directors. 



        2.3    
Cause means, but is not limited to, (i) embezzlement of funds of the Company or any
affiliate; (ii) fraud; and (iii) acts that cause harm to the Company or an affiliate or to
the reputation thereof. 



        2.4    
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, immediately preceding the date of
such merger. 



        2.5          Code means
the Internal Revenue Code of 1986, as amended.  





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        2.6    
Dependent Child or Children means any child of the Officer who, on the date of the
applicable payment to such child under this Agreement, is 18 years of age or under, is 24
years of age or under and is a “student” as defined in Code Section 151(c)(4),
or is a “substantially handicapped person.” 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. The term
“substantially handicapped person” includes any person who has a “physical
or mental impairment which substantially limits one or more major life activities,”
as those terms are defined in 29 C.F.R. Section 32.3. 



        2.7    
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 and is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months. 



        2.8    
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 period in which it would have been payable, regardless of any deferral
elections. 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. 



        2.9          Eligible
Officer means an officer of the Company. 




        2.10    
Final Average Earnings means the Officer’s average monthly Earnings for the three
consecutive calendar years out of the Officer’s last ten completed calendar years of
employment with the Company that yields the highest average. 



        2.11    
Normal Retirement Date means the later of the Officer’s 62nd birthday or the date
on which the Officer completes ten years of Continuous Employment. 



        2.12         Pension
Plan means any and all of the following plans from which the Officer is entitled to a
benefit:  




          		    (i)       
               the Alliant Energy Cash Balance Pension Plan and any other defined benefit
               pension plan of the Company or its subsidiaries which is qualified under Code
               Section 401(a); 



               



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          		    (ii)       
               the Officer’s ER Tier Contribution Account in the Alliant Energy
               Corporation 401(k) Savings Plan or its successor; and 



               



          		    (iii)       
               the Alliant Energy Excess Retirement Plan. 



               



        2.13    
Retirement and/or Retires means the Officer’s Separation from Service after the
Officer has satisfied the requirements under either Article III or Article IV. An Officer
shall not have a Retirement if the Separation from Service is imposed by the Company for
Cause, whether before or after the Officer has satisfied the age and/or service
requirements of Article III or Article IV. 



        2.14    
Separation from Service means an Officer’s termination of employment with Alliant
Energy Corporation or, if the Participant continues to provide services following such
termination, such later date as is considered a separation from service from the Company
and its 409A affiliates within the meaning of Code Section 409A. Specifically, if a
Participant continues to provide services to the Company or a 409A affiliate in a
different capacity (e.g., a former employee becomes a director or an independent
contractor), such shift in status is not automatically a Separation from Service, subject
to Treas. Reg. section 1.409A-1(h)(5) among other provisions. For purposes of this
Agreement, an Officer’s termination of employment shall occur when the Company and
the Officer reasonably anticipate that no further services will be performed by the
Officer for the Company and its 409A affiliates (whether as an employee, a director or an
independent contractor) or that the level of bona fide services the Officer will perform
after such date will permanently decrease to no more than 20% of the average level of bona
fide services performed by the Officer (whether as an employee, director or independent
contractor) for the Company and its 409A affiliates over the immediately preceding
36-month period (or such lesser period of services). Notwithstanding the foregoing, if an
Officer takes a leave of absence for purposes of military leave, sick leave or other bona
fide leave of absence, the Officer will not be deemed to have incurred a termination of
employment for the first 6 months of the leave of absence, or if longer, for so long as
the Officer’s right to reemployment is provided either by statute or by contract;
provided that if the leave of absence is due to a medically determinable physical or
mental impairment that can be expected to result in death or last for a continuous period
of not less than 6 months, where such impairment causes the Officer to be unable to
perform the duties of his or her position of employment or any substantially similar
position of employment, the leave may be extended for up to 29 months without causing a
termination of employment. For purposes of this Agreement, the term “409A
affiliate” means each entity that is required to be included in the Company’s
controlled group of corporations within the meaning of Code Section 414(b), or that is
under common control with the Company within the meaning of Code Section 414(c), provided,
however, that the phrase “at least 50 percent” shall be used in place of the
phrase “at least 80 percent” each place it appears therein or in the regulations
thereunder. 



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        2.15    
Supplemental Benefit means the benefit described in Section 3.1 and payable to the
Officer pursuant to Articles III, IV or V. 



        2.16    
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.



        (a)              Subject
to the following provisions of this Article III and Section 7.1, if the           Officer
remains a full-time employee, remains an Eligible Officer until his or           her
Normal Retirement Date, and subsequently Retires, the Officer shall receive           a
Supplemental Benefit equal to 60% of the Officer’s Final Average           Earnings,
reduced by the sum of the monthly benefits payable to the Officer from           all of
the Pension Plans.  




        (b)              For
the purposes of Section 3.1(a), the amount of the Officer’s monthly
          benefit from each applicable Pension Plan shall be determined as follows:  




          		    (i)       
               If the Officer receives a joint and survivor annuity from the Alliant Energy
               Cash Balance Pension Plan and the Officer’s Surviving Spouse is the joint
               annuitant, the Officer’s monthly benefit from that 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 Alliant Energy Cash
               Balance Pension Plan, the Officer’s monthly benefit from that 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 a Pension Plan, such
               other form of payment shall be converted to an actuarially equivalent single
               life annuity, using the actuarial assumptions under the Alliant Energy Cash
               Balance Pension Plan that would apply as of the Officer’s Separation from
               Service if the payment were from that 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. 



               




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          		    (iv)       
               If a portion of the Officer’s benefits under any Pension Plan has been
               awarded to an Alternate Payee pursuant to a qualified domestic relations order,
               as defined in Code Section 414(p), the Officer’s monthly benefit from that
               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 each Pension Plan shall be determined as
               though it had commenced on the first day of the month following the
               Officer’s Separation from Service, regardless of when the Officer’s
               Pension Plan benefit actually commences. If the Officer has not selected a form
               of payment from the Alliant Energy Cash Balance Pension Plan by that time, the
               form of payment shall be assumed to be a single life annuity. 



               



          		    (vi)       
               For the portion of any Pension Plan that is a defined contribution account, the
               applicable value of the Pension Plan shall be determined as of the calendar
               month end which is one full month prior to the date of calculation hereunder. 



               



        (c)               The
Supplemental Benefit shall be paid at the same time and in the same form as           the
benefits the Officer is entitled to receive from the Pension Plans that are
          nonqualified deferred compensation arrangements. The applicable rules are as
          follows:  




		    (i)        The
form of payment shall be one of the following:  







	 	(A) 	216
monthly installments in the amount of the Supplemental Benefit;  






	 	(B) 	a
single lump sum that is the actuarially equivalent amount to the 216 monthly
          installments of the Supplemental Benefit using the actuarial assumptions
          described in (iv) below; or  







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	 	(C) 	5
annual installments, with the lump sum value in (B) above being deemed the
          initial account and 20% thereof being the first annual installment, with the
          remaining account balance being credited with deemed interest as if invested in
          the Interest Account of the Alliant Energy Deferred Compensation Plan and in
          each of the following four Januarys following the Officer’s Separation
from           Service additional payments being made of 25%, 33 1/3%, 50% and 100%,
          respectively, of the then-value of the remaining account.  






          		    (ii)       
               The commencement of payment shall be the first day of the month following the
               Officer’s Separation from Service, provided, however, that all such
               payments otherwise due during the first 6 months following the Separation from
               Service shall be delayed, without any interest for the delayed payment, until
               the first day of the 7th month following the month in which the Officer’s
               Separation from Service occurs. 



               



          		    (iii)       
               On or before December 31, 2008, the Officer shall have the opportunity to elect
               which form of payment in Section 3.1(c)(i) above shall apply to the Officer. In
               the event of failure to make such an election on or before December 31, 2008,
               the default shall be 5 annual installments. Such election (or default) shall
               generally be irrevocable, provided, however that an Officer may change such
               payment form once (but only once) as follows: 



               



	 	(A) 	in
order to be valid, a new election must be made at least 12 months prior to           the
Officer’s Separation from Service; and  






	 	(B) 	if
a valid election is made pursuant to (A) above, the date of commencement of           the
new benefits shall be deferred, without any interest or actuarial           adjustment,
for 5 years from the date that would otherwise have applied (after           application
of the 6-month delay in Section 3.1(c)(ii)) pursuant to Section           3.1(c)(ii),
provided, however, if the Officer’s death occurs during the           5-year
deferral period, the remaining portion of any 5-year deferral period           shall be
waived and payment commenced pursuant to the applicable election.  






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          		    (iv)       
               The lump sum payment amount provided under (i)(B) shall be determined using as
               the discount rate the 12-month average of 10-year Treasury Yields (meaning
               Federal Reserve U.S. Treasury ten-year actively traded securities) in effect as
               of the beginning of the calendar year in which the lump sum benefit is paid. The
               mortality table shall be the same table as then in use for determining lump sums
               under the Alliant Energy Cash Balance Pension Plan. 



               



      3.2    
Officer’s Death After Retirement.



        (a)              If
the Officer dies after receiving at least 144 monthly Supplemental Benefit
          payments pursuant to Section 3.1(c)(i)(A), 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 Section
3.2(a).  




        (b)              If
the Officer dies after the commencement of Supplemental Benefit payments
          pursuant to Section 3.1(c)(i)(A) but prior to receiving 144 monthly payments,
          the Officer’s Surviving Spouse (if any) shall continue to receive the
          amount of the monthly payments paid to the Officer for the month prior to death
          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 amount of the monthly payments paid to the Officer for the month prior to
          death 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. 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.
          Payments under this Section 3.2(b) shall be made only to the Officer’s
          Surviving Spouse and Dependent Children. 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.  




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        (c)              If
the Officer dies after the commencement of Supplemental Benefit payments
          pursuant to Section 3.1(c)(i)(C) but prior to receiving the 5 annual
installment           payments, the Officer’s Beneficiary shall continue to receive
the unpaid           installment payments which the Officer would have received if the
Officer had           not died.  




        (d)              If
the Officer Retires from the Company eligible for a Supplemental Benefit
          pursuant to Section 3.1 but dies prior to the commencement of such benefits,
the           benefits shall be paid in the form that would have been applicable for the
          Officer, pursuant to Section 3.2(b) if monthly installments under Section
          3.1(c)(i)(A), pursuant to Section 3.2(c) if annual installments under Section
          3.1(c)(i)(C), or to the Beneficiary if a lump sum under           Section 3.1(c)(i)(B).  




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 ten 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 Separation from
Service (but subject to the 6-month delay pursuant to Section 3.1(c)(ii)). If the
Officer’s Separation from Service occurs more than one month prior to age 62, the
monthly amount shall be reduced by one-quarter of one percent (.25%) for each month by
which the Separation from Service precedes his or her Normal Retirement Date. The
reduction factors will be applied to the Officer’s Supplemental Benefit prior to any
offset described in Section 3.1. 



        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, including the limitation in Section
7.1. 



ARTICLE V 



DISABILITY BENEFIT
 



        5.1    
Supplemental Benefit. Notwithstanding Sections 3.1 and 4.1, if the
Officer is Disabled as of the Separation from Service, the Officer shall not be eligible
for any benefits under Sections 3.1 or 4.1, but shall be eligible for a Supplemental
Benefit under this Section 5.1 if the Officer remains Disabled until the later of age
55 or the completion of 10 years of Continuous Employment, counting the period of Disabled
status as Continuous Employment for this purpose. Such Supplemental Benefit shall commence
on the first day of the month following the Officer’s 65th birthday. 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,
including the limitation in Section 7.1. 




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        5.2    
Cessation of Disability. If the Officer becomes Disabled while employed
as an Eligible Officer, but ceases to be Disabled (such date of recovery hereafter
referred to as the “Cessation Date”) 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 the Cessation Date; 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 



CERTAIN DEATH
BENEFITS  



        6.1    
Pre-retirement Death Benefit. If the Officer’s Separation from
Service is the result of death, a death benefit shall be payable to the Beneficiary in a
lump sum within 45 days of the Officer’s death, but neither the Officer nor the
Beneficiary may directly or indirectly designate the taxable year of payment if that
period includes two taxable years. The amount of the lump sum shall be the discounted
present value (using the applicable interest factor in Section 3.1(c)(iv)) of 144 monthly
payments commencing the first day of the month following the Officer’s death. The
amount of each monthly payment would be 60% of the Officer’s Final Average Earnings,
reduced by the sum of the monthly benefits that would have been payable to the Officer
from all of the Pension Plans had the Officer retired on the day preceding his or her
death. 



        6.2    
Post-retirement 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 Beneficiary. Such benefit shall be in addition to the
benefits paid under Articles III, IV or V; however, no death benefit shall be payable
under this Section 6.2 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. The death benefit payable pursuant to this
Section 6.2 shall be an amount equal to 100% of the Officer’s Final Average Earnings.
The death benefit payable under this Section 6.2 shall be paid in a single sum, within 45
days of the Officer’s death, but neither the Officer nor the Beneficiary may directly
or indirectly designate the taxable year of payment if that period includes two taxable
years. 




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ARTICLE VII 



TERMINATION OF
EMPLOYMENT OR LOSS OF POSITION  



        7.1    
Termination of Employment. If the Officer is discharged by the Company
for Cause, 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. 



        7.2    
Loss of Position as Officer. The Officer shall be eligible for benefits
under this Agreement only while holding the position of an Eligible Officer. Except for
Article V benefits (relating to being Disabled) for which the requirement is holding the
position of an Eligible Officer as of the commencement of the Disabled status, 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 under Article III or IV within 30 days after the loss of such
position. Notwithstanding the foregoing, the 30-day window may be extended by the Chief
Executive Officer of the Company (or the Board of Directors if the Officer is the Chief
Executive Officer prior to the loss in status). 



ARTICLE VIII 



FUNDING  



        8.1    
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. 




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        8.2    
“Rabbi” Trust. This Agreement is intended to be unfunded for
the purposes of the 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 Agreement, this Agreement shall be substituted for the Prior
Agreement for all purposes of such trust, and any reference in such trust to the Prior
Agreement shall be deemed to be a reference to this Agreement. 



ARTICLE IX 



ADMINISTRATION  



        9.1    
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. 



        9.2    
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, 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 



               



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          		    (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. 



               



        9.3    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 X 



AMENDMENT AND
TERMINATION  



        10.1    
By the Parties. Except as provided in Section 10.2, this Agreement may
not be amended or terminated except by a written instrument signed by both parties. 



        10.2    
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  








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		    (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 Section 10.2(b), the
Officer’s “Accrued                Benefit” is an amount equal to
one-fifteenth of the Supplemental Benefit                the Officer would have been
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 XI 



RESTRICTIVE
COVENANTS  



        11.1    
Restrictions. 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 Sections 11.2 or 11.3. Payments pursuant to this Agreement
are intended to serve as consideration for these restrictions. If the Officer received
payments pursuant to Section 3.1(c)(i)(B) or (C) and violates Sections 11.2 or 11.3,
the Officer shall repay to the Company the portion of the benefits previously received
which would have been forfeited if the Officer had received payments pursuant to Section
3.1(c)(i)(A). 



        11.2    
Covenant Not to Compete. The restrictions of this Section 11.2 apply
during the period ending on the second anniversary of the Officer’s termination of
employment with the Company and within the geographic area served by any business of the
Company (including the Company’s affiliates) in which the Officer was more than
indirectly involved on behalf of the Company (for a utility business, its regulated
service territory as authorized by the appropriate state agencies regulating utilities
with jurisdiction over the applicable business) (the “Company’s
Operations”). The Officer shall not accept employment with or become a consultant to,
any business that is in competition with the Company’s Operations (i) in any capacity
where confidential information learned by the Officer during employment with the Company
would reasonably be considered useful, or (ii) in any capacity where customer
relationships or goodwill developed by the Officer or conferred by the Company on the
Officer could reasonably be considered useful. The Officer shall not become a partner or a
shareholder in any business that is in competition with the Company’s Operations,
although the Officer 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 Section 11.2. The
Officer shall terminate any such position within 30 days after notice from the Board of
Directors of the violation of this provision. The determination of the Board of Directors
as to whether a business is in competition with the Company’s Operations and whether
the competition is occurring in the geographic area designated above shall be controlling
for purposes of this Agreement. 



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        11.3    
Confidentiality. During the Officer’s employment by the Company and for a
period of two years thereafter, the Officer shall hold in confidence and not directly or
indirectly disclose or use or copy or make lists of any confidential information or
proprietary data of the Company (including that of the Company’s affiliates) under
any circumstances where such information or data is likely to be used in the geographic
area subject to Section 11.2, except to the extent authorized in writing by the Board of
Directors or required by any court or administrative agency, other than to an employee of
the Company or a person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Officer of duties as an employee of the Company.
Confidential information shall not include any information known generally to the public
or any information of a type not otherwise considered confidential by persons engaged in
the same business or a business similar to that of the Company. All records, files,
documents and materials, or copies thereof, relating to the business of the Company which
the Officer shall prepare, or use, or come into contact with, shall be and remain the sole
property of the Company and shall be promptly returned to the Company upon termination of
employment with the Company. 



        11.4    
Reasonableness of Restrictions. The Officer agrees that the restrictions
set forth in this Article XI 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 XI 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 XI 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. 




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ARTICLE XII 



GENERAL PROVISIONS
 



        12.1    
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. 



        12.2    
Facility of Payment. The Company may make payments due to a legally incompetent
person in such of the following ways as the Company 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 Company’s
liability for the making of such payment. 



        12.3    
Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin, except to the extent the same are
superseded by applicable federal law. 



        12.4    
Tax Withholding. The Company shall withhold all applicable income and
other taxes required on all payments under this Agreement. 



        12.5    
Counterparts. This Agreement may be signed in counterparts, which
together shall constitute written evidence of the complete agreement of the parties. 



        12.6    
Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions. 



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      12.7    
Additional Provisions under Section 409A and Other Laws.



        (a)              If
an amount or the value of a benefit under the Agreement is required to be
          included in the Officer’s income prior to the date such amount is actually
          distributed or benefit provided as a result of the failure of the Agreement (or
          any other arrangement required to be aggregated with the Agreement under Code
          Section 409A) to comply with Code Section 409A, then the Officer shall receive
a           distribution, in a lump sum, within 90 days after the date it is finally
          determined that the Agreement fails to meet the requirements of Code Section
          409A; such distribution shall equal the amount required to be included in the
          Officer’s income as a result of such failure and shall reduce the amount
of           payments or benefits otherwise due hereunder.  




        (b)              If
any payment or the provision of any benefit required under the terms of the
          Agreement would jeopardize the ability of the Company to continue as a going
          concern, the Company shall not be required to make such payment or provide such
          benefit; rather, the payment or benefit shall be delayed until the first date
          that making the payment or benefit does not jeopardize the ability of the
          Company to continue as a going concern.  




        (c)              If
any payment or benefit due pursuant to the Agreement would violate the terms           of
Section 16(b) of the Securities Exchange Act of 1934 or other Federal
          securities laws, or any other applicable law, then the payment or the provision
          of the benefit shall be delayed until the earliest date on which making such
          payment or providing such benefit would not violate such law.  




        (d)              The
Company and the Officer intend the terms of the Agreement to be in           compliance
with Code Section 409A. The Company does not guarantee the tax           treatment or tax
consequences associated with any payment or benefit, including           but not limited
to consequences related to Code Section 409A. To the maximum           extent
permissible, any ambiguous terms of the Agreement shall be interpreted in           a
manner which avoids a violation of Code Section 409A.  




        (e)              The
Officer acknowledges that to avoid an additional tax on payments that may be
          payable or benefits that may be provided under the Agreement and that
constitute           deferred compensation that is not exempt from Code Section 409A, the
Officer           must make a reasonable, good faith effort to collect any payment or
benefit to           which the Officer believes the Officer is entitled hereunder no
later than 90           days after the latest date upon which the payment could have been
made or           benefit provided under the Agreement, and if not paid or provided, must
take           further enforcement measures within 180 days after such latest date.  




-17- 










        IN
WITNESS WHEREOF, the parties have hereto set their respective hands on the day and
year first above written. 


		_____________________________________________________
		[insert name]
	

 	By___________________________________________________
		Alliant Energy Corporation












-18- 











SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT 
BENEFICIARY DESIGNATION
APPENDIX A  


	Officer Name:	_________________________________________________________________
		(Please Print)




In the event of my death, the
following person(s) is (are) to receive any benefits payable to my Beneficiary under the
Alliant Energy Corporation Supplemental Retirement Plan Agreement. 



Note: If more than one primary
beneficiary is indicated, the benefits will be split among them equally. If you desire to
provide for a distribution of benefits among primary beneficiaries on other than an
equal basis, please attach a sheet explaining the desired distribution in full detail. If
the primary beneficiary(ies) is (are) no longer living, the secondary beneficiary(ies)
will receive the benefits, in a similar manner as described above for the primary
beneficiary(ies). 



PRIMARY BENEFICIARY 


	

	Last Name	First Name	M.I.	Relationship
	



	Street Address	City	State	Zip Code




If a trust or other arrangement is
the designated beneficiary, include name, address and date of arrangement below: 


	

	Name	Address	Date





SECONDARY BENEFICIARIES 


	

	Last Name	First Name	M.I.	Relationship
	



	Street Address	City	State	Zip Code







	

	Last Name	First Name	M.I.	Relationship
	



	Street Address	City	State	Zip Code




____ For additional beneficiaries,
check here and attach additional sheet of paper. 



The beneficiary designation takes effect
in accordance with the provisions of the Plan. I reserve the right to rescind or change
beneficiary designations at any time prior to my death. 



                    Received by Alliant
Energy Corporation 



	__________ 
Date	________________________ 
Officer Signature	_________________ 
Date	________________________ 
By






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