Exhibit 10.4

                KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

       THIS AGREEMENT,  made and entered into as of the ______ day of _________,
____  by  and  between  Interstate  Energy  Corporation  (d/b/a  Alliant  Energy
Corporation),   a  Wisconsin   corporation   (hereinafter  referred  to  as  the
"Company"), and [Executive Name] (hereinafter referred to as "Executive").

                               W I T N E S S E T H

       WHEREAS,  the Executive is employed by the Company and/or a subsidiary of
the Company  (hereinafter  referred to  collectively as the "Employer") in a key
executive  capacity and the Executive's  services are valuable to the conduct of
the business of the Company;

       WHEREAS,  the Company desires to continue to attract and retain dedicated
and  skilled  management  employees  in  a  period  of  industry  consolidation,
consistent  with  achieving the best possible  value for its  shareowners in any
change in control of the Company;

       WHEREAS,  the Company  recognizes that circumstances may arise in which a
change in control of the  Company  occurs,  through  acquisition  or  otherwise,
thereby causing a potential conflict of interest between the Company's needs for
the Executive to remain focused on the Company's  business and for the necessary
continuity  in management  prior to and  following a change in control,  and the
Executive's  reasonable  personal concerns  regarding future employment with the
Employer  and  economic  protection  in the  event  of loss of  employment  as a
consequence of a change in control;


<PAGE>

       WHEREAS, the Company and the Executive are desirous that any proposal for
a change in control or  acquisition  of the Company  will be  considered  by the
Executive  objectively  and with  reference  only to the best  interests  of the
Company and its shareowners;

       WHEREAS,  the  Executive  will be in a better  position to  consider  the
Company's  best  interests  if the  Executive  is afforded  reasonable  economic
security,  as  provided  in  this  Agreement,   against  altered  conditions  of
employment which could result from any such change in control or acquisition;

       WHEREAS,  the Executive  possesses intimate knowledge of the business and
affairs of the Company and has acquired  certain  confidential  information  and
data with respect to the Company; and

       WHEREAS, the Company desires to insure, insofar as possible, that it will
continue  to have the  benefit of the  Executive's  services  and to protect its
confidential information and goodwill.

       NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:

1.       Definitions.

       (a) Act.  For  purposes  of this  Agreement,  the term  "Act"  means  the
Securities Exchange Act of 1934, as amended.

       (b) Affiliate and Associate.  For purposes of this  Agreement,  the terms
"Affiliate" and "Associate" shall have the respective  meanings ascribed to such
terms in Rule l2b-2 of the General Rules and Regulations under the Act.

                                      -2-
<PAGE>

       (c) Beneficial  Owner. For purposes of this Agreement,  a Person shall be
deemed to be the "Beneficial Owner" of any securities:

              (i)  which  such  Person  or any of such  Person's  Affiliates  or
       Associates  has the right to acquire  (whether such right is  exercisable
       immediately or only after the passage of time) pursuant to any agreement,
       arrangement or understanding,  or upon the exercise of conversion rights,
       exchange rights,  rights,  warrants or options,  or otherwise;  provided,
       however, that a Person shall not be deemed the Beneficial Owner of, or to
       beneficially  own,  (A)  securities  tendered  pursuant  to a  tender  or
       exchange  offer  made  by or on  behalf  of  such  Person  or any of such
       Person's  Affiliates or Associates  until such  tendered  securities  are
       accepted for purchase, or (B) securities issuable upon exercise of Rights
       issued pursuant to the terms of the Company's Rights Agreement,  dated as
       of January 20, 1999,  between  Interstate Energy  Corporation and Firstar
       Bank  Milwaukee,  N.A., as amended from time to time (or any successor to
       such  Rights  Agreement),  at  any  time  before  the  issuance  of  such
       securities;

              (ii)  which  such  Person or any of such  Person's  Affiliates  or
       Associates,  directly or indirectly,  has the right to vote or dispose of
       or has "beneficial ownership" of (as determined pursuant to Rule l3d-3 of
       the General Rules and Regulations under the Act),  including  pursuant to
       any agreement,  arrangement or understanding;  provided,  however, that a
       Person shall not be deemed the  Beneficial  Owner of, or to  beneficially
       own,  any  security  under  this  subparagraph  (ii)  as a  result  of an
       agreement,



                                      -3-
<PAGE>

       arrangement  or  understanding  to vote such  security if the  agreement,
       arrangement or understanding: (A) arises solely from a revocable proxy or
       consent  given to such Person in  response  to a public  proxy or consent
       solicitation  made pursuant to, and in accordance  with,  the  applicable
       rules and  regulations  under the Act and (B) is not also then reportable
       on a Schedule l3D under the Act (or any comparable or successor  report);
       or

              (iii) which are beneficially owned, directly or indirectly, by any
       other Person with which such Person or any of such Person's Affiliates or
       Associates  has  any  agreement,  arrangement  or  understanding  for the
       purpose of acquiring,  holding,  voting  (except  pursuant to a revocable
       proxy as  described  in  Subsection  1(c) (ii) above) or disposing of any
       voting securities of the Company.

       (d) Cause.  "Cause" for  termination  by the Employer of the  Executive's
employment  in  connection  with a Change in Control of the Company  shall,  for
purposes of this  Agreement,  be limited to (i) the engaging by the Executive in
intentional  conduct not taken in good faith which has caused  demonstrable  and
serious  financial injury to the Employer,  as evidenced by a determination in a
binding and final judgment,  order or decree of a court or administrative agency
of competent jurisdiction,  in effect after exhaustion or lapse of all rights of
appeal,   in  an  action,   suit  or  proceeding,   whether   civil,   criminal,
administrative  or  investigative;  (ii) conviction of a felony (as evidenced by
binding  and  final   judgment,   order  or  decree  of  a  court  of  competent
jurisdiction,  in  effect  after  exhaustion  of all  rights  of  appeal)  which
substantially   impairs  the  Executive's  ability  to  perform  his  duties  or
responsibilities; and (iii) continuing willful and unreasonable refusal by the

                                      -4-


<PAGE>

Executive  to  perform  the  Executive's  duties  or  responsibilities   (unless
significantly changed without the Executive's consent).

       (e)  Change in  Control  of the  Company.  A "Change  in  Control  of the
Company"  shall be deemed to have  occurred  if an event set forth in any one of
the following paragraphs shall have occurred:

              (i)  any  Person  (other  than  (A)  the  Company  or  any  of its
       subsidiaries,  (B) a trustee or other fiduciary holding  securities under
       any employee benefit plan of the Company or any of its subsidiaries,  (C)
       an underwriter  temporarily holding securities pursuant to an offering of
       such securities or (D) a corporation  owned,  directly or indirectly,  by
       the shareowners of the Company in  substantially  the same proportions as
       their  ownership  of stock in the  Company  ("Excluded  Persons"))  is or
       becomes the Beneficial  Owner,  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  or  its
       Affiliates after November 18, 1998, pursuant to express  authorization by
       the Board  that  refers to this  exception)  representing  20% or more of
       either the then outstanding  shares of common stock of the Company or the
       combined   voting  power  of  the  Company's  then   outstanding   voting
       securities; or

              (ii) the following  individuals cease for any reason to constitute
       a majority of the number of directors of the Company  then  serving:  (A)
       individuals who, on November 18, 1998,  constituted the Board and (B) any
       new director (other than a director whose initial assumption of



                                      -5-
<PAGE>

       office is in connection  with an actual or threatened  election  contest,
       including  but not  limited to a consent  solicitation,  relating  to the
       election  of  directors  of the  Company,  as such terms are used in Rule
       14a-11 of Regulation 14A under the Act) whose  appointment or election by
       the Board or  nomination  for election by the Company's  shareowners  was
       approved by a vote of at least  two-thirds  (2/3) of the  directors  then
       still in office who either were  directors on November 18, 1998, or whose
       appointment,  election or  nomination  for  election  was  previously  so
       approved (collectively the "Continuing  Directors");  provided,  however,
       that  individuals  who  are  appointed  to the  Board  pursuant  to or in
       accordance  with  the  terms  of  an  agreement  relating  to  a  merger,
       consolidation,  or share exchange involving the Company (or any direct or
       indirect subsidiary of the Company) shall not be Continuing Directors for
       purposes  of this  Agreement  until  after  such  individuals  are  first
       nominated for election by a vote of at least two-thirds (2/3) of the then
       Continuing  Directors  and are  thereafter  elected as  directors  by the
       shareowners  of the Company at a meeting of  shareowners  held  following
       consummation  of such  merger,  consolidation,  or share  exchange;  and,
       provided  further,  that in the event  the  failure  of any such  persons
       appointed to the Board to be Continuing  Directors results in a Change in
       Control of the Company,  the subsequent  qualification of such persons as
       Continuing Directors shall not alter the fact that a Change in Control of
       the Company occurred; or



                                      -6-
<PAGE>

              (iii)  the   shareowners   of  the   Company   approve  a  merger,
       consolidation or share exchange of the Company with any other corporation
       or approve the issuance of voting securities of the Company in connection
       with a merger,  consolidation  or share  exchange  of the Company (or any
       direct or indirect  subsidiary  of the  Company)  pursuant to  applicable
       stock exchange  requirements,  other than (A) a merger,  consolidation or
       share exchange which would result in the voting securities of the Company
       outstanding  immediately  prior to such  merger,  consolidation  or share
       exchange  continuing to represent (either by remaining  outstanding or by
       being  converted  into voting  securities of the surviving  entity or any
       parent  thereof) at least 50% of the combined  voting power of the voting
       securities of the Company or such surviving  entity or any parent thereof
       outstanding  immediately  after  such  merger,   consolidation  or  share
       exchange,  or (B) a merger,  consolidation or share exchange  effected to
       implement a recapitalization  of the Company (or similar  transaction) in
       which no  Person  (other  than an  Excluded  Person)  is or  becomes  the
       Beneficial  Owner,  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 or its  Affiliates  after
       November 18, 1998,  pursuant to express  authorization  by the Board that
       refers to this  exception)  representing  20% or more of either  the then
       outstanding  shares of common stock of the Company or the combined voting
       power of the Company's then outstanding voting securities; or



                                      -7-
<PAGE>

              (iv) the  shareowners  of the  Company  approve a plan of complete
       liquidation or dissolution of the Company or an agreement for the sale or
       disposition by the Company of all or  substantially  all of the Company's
       assets (in one transaction or a series of related transactions within any
       period of 24 consecutive months), other than a sale or disposition by the
       Company of all or substantially  all of the Company's assets to an entity
       at least 75% of the  combined  voting power of the voting  securities  of
       which are owned by Persons in substantially the same proportions as their
       ownership of the Company immediately prior to such sale.

Notwithstanding  the  foregoing,  no "Change in Control of the Company" shall be
deemed to have occurred if there is  consummated  any  transaction  or series of
integrated  transactions  immediately  following which the record holders of the
common stock of the Company  immediately  prior to such transaction or series of
transactions continue to own, directly or indirectly, in the same proportions as
their ownership in the Company,  an entity that owns all or substantially all of
the  assets or voting  securities  of the  Company  immediately  following  such
transaction or series of transactions. 

       (f) Code.  For  purposes of this  Agreement,  the term  "Code"  means the
Internal Revenue Code of 1986, including any amendments thereto or successor tax
codes thereof.

       (g) Covered Termination.  Subject to Subsection 2(b) hereof, for purposes
of this Agreement,  the term "Covered  Termination" means any termination of the
Executive's  employment  during  the  Employment  Period  where  the  Notice  of
Termination is delivered on or the Termination Date is any date prior to the end
of the Employment Period.

       (h) Employment Period. Subject to Subsection 2(b) hereof, for purposes of
this Agreement,  the term "Employment  Period" means a period  commencing on the


                                      -8-
<PAGE>

date of a Change in Control  of the  Company,  and ending at 11:59 p.m.  Central
Time on the earlier of the second  anniversary  of such date or the  Executive's
Normal Retirement Date.

              (i) Good Reason.  For purposes of this  Agreement,  the  Executive
       shall have "Good Reason" for termination of employment in connection with
       a Change in Control of the Company in the event of:

                     (i) any breach of this Agreement by the Employer, including
              specifically   any  breach  by  the  Employer  of  the  agreements
              contained in Sections 4, 5, and 6 hereof,  other than an isolated,
              insubstantial  and inadvertent  failure not occurring in bad faith
              that the  Employer  remedies  promptly  after  receipt  of  notice
              thereof given by the Executive;

                     (ii)  any  reduction  in  the   Executive's   base  salary,
              percentage of base salary  available as incentive  compensation or
              bonus opportunity or benefits, in each case relative to those most
              favorable  to the  Executive  in  effect  at any time  during  the
              180-day  period  prior to the Change in Control  or, to the extent
              more  favorable  to the  Executive,  those in  effect  at any time
              during the Employment Period;

                     (iii) the removal of the Executive  from, or any failure to
              reelect or reappoint the  Executive to, any of the positions  held
              with the  Employer  on the date of the  Change in  Control  of the
              Company  or any other  positions  with the  Employer  to which the
              Executive  shall  thereafter  be elected,  appointed  or assigned,
              except in the event  that such  removal  or  failure to reelect or
              reappoint  relates  to  the  termination  by the  Employer  of 



                                      -9-
<PAGE>

              the  Executive's  employment  for Cause or by reason of disability
              pursuant to Section 12 hereof;

                     (iv) a good faith determination by the Executive that there
              has been a significant  adverse  change,  without the  Executive's
              written consent,  in the Executive's  working conditions or status
              with  the  Employer   relative  to  the  most  favorable   working
              conditions or status in effect during the 180-day  period prior to
              the  Change in  Control of the  Company,  or, to the  extent  more
              favorable to the Executive, those in effect at any time during the
              Employment Period,  including but not limited to (A) a significant
              change  in the  nature  or  scope  of the  Executive's  authority,
              powers,   functions,   duties  or   responsibilities,   or  (B)  a
              significant  reduction  in the level of support  services,  staff,
              secretarial and other  assistance,  office space and accoutrements
              but  excluding  for this  purpose an isolated,  insubstantial  and
              inadvertent  event not  occurring  in bad faith that the  Employer
              remedies  promptly  after  receipt of notice  thereof given by the
              Executive; or

                     (v) failure by the Company to obtain the Agreement referred
              to in Subsection 17(a) hereof as provided therein.


       (j) Normal  Retirement  Date.  For purposes of this  Agreement,  the term
"Normal  Retirement  Date"  means  "Normal  Retirement  Date" as  defined in the
primary qualified  defined benefit pension plan applicable to the Executive,  or
any  successor  plan,  as in effect on the date of the  Change in Control of the
Company.



                                      -10-
<PAGE>

       (k) Person. For purposes of this Agreement,  the term "Person" shall mean
any individual,  firm, partnership,  corporation or other entity,  including any
successor  (by merger or  otherwise)  of such  entity,  or a group of any of the
foregoing acting in concert.

       (l) Termination Date. For purposes of this Agreement, except as otherwise
provided in Subsection 2(b),  Subsection 10(b), and Subsection 17(a) hereof, the
term "Termination Date" means (i) if the Executive's employment is terminated by
the Executive's death, the date of death; (ii) if the Executive's  employment is
terminated by reason of voluntary early retirement,  as agreed in writing by the
Employer and the Executive, the date of such early retirement which is set forth
in such written agreement; (iii) if the Executive's employment is terminated for
purposes  of this  Agreement  by reason of  disability  pursuant  to  Section 12
hereof,  the earlier of thirty days after the Notice of  Termination is given or
one day  prior  to the end of the  Employment  Period;  (iv) if the  Executive's
employment  is  terminated  by the  Executive  voluntarily  (other than for Good
Reason), the date the Notice of Termination is given; and (v) if the Executive's
employment  is  terminated  by the Employer  (other than by reason of disability
pursuant to Section 12 hereof) or by the Executive for Good Reason,  the earlier
of thirty days after the Notice of  Termination is given or one day prior to the
end of the Employment Period. Notwithstanding the foregoing,

              (1) If termination  is for Cause pursuant to Subsection  1(d)(iii)
       of this Agreement and if the Executive has cured the conduct constituting
       such Cause as  described  by the  Employer  in its Notice of  Termination
       within such thirty-day or shorter period, then the Executive's employment
       hereunder  shall continue as if the Employer had not delivered its Notice
       of Termination.



                                      -11-
<PAGE>

              (2) If the  Executive  shall  in  good  faith  give  a  Notice  of
       Termination for Good Reason and the Employer  notifies the Executive that
       a dispute exists concerning the termination within the fifteen-day period
       following  receipt thereof,  then the Executive may elect to continue his
       or her employment  during such dispute and the Termination  Date shall be
       determined  under this  paragraph.  If the  Executive so elects and it is
       thereafter  determined that Good Reason did exist,  the Termination  Date
       shall be the  earliest  of (i) the date on which the  dispute  is finally
       determined,  either (x) by mutual written agreement of the parties or (y)
       in accordance  with Section 22 hereof,  (ii) the date of the  Executive's
       death or (iii) one day prior to the end of the Employment  Period. If the
       Executive so elects and it is thereafter  determined that Good Reason did
       not exist, then the employment of the Executive  hereunder shall continue
       after such determination as if the Executive had not delivered the Notice
       of  Termination  asserting  Good Reason and there shall be no Termination
       Date  arising  out  of  such  Notice.  In  either  case,  this  Agreement
       continues,  until the  Termination  Date, if any, as if the Executive had
       not  delivered  the Notice of  Termination  except that, if it is finally
       determined that Good Reason did exist,  the Executive shall in no case be
       denied the benefits  described in Sections 8(b) and 9 hereof (including a
       Termination  Payment)  based on  events  occurring  after  the  Executive
       delivered his Notice of Termination.



                                      -12-
<PAGE>

              (3)  If an  opinion  is  required  to  be  delivered  pursuant  to
       Subsection   9(b)(ii)  hereof  and  such  opinion  shall  not  have  been
       delivered, the Termination Date shall be the earlier of the date on which
       such opinion is  delivered or one day prior to the end of the  Employment
       Period.

              (4) Except as provided in Subsection  1(l)(2) above,  if the party
       receiving  the  Notice of  Termination  notifies  the other  party that a
       dispute exists concerning the termination  within the appropriate  period
       following  receipt  thereof and it is finally  determined that the reason
       asserted in such Notice of  Termination  did not exist,  then (1) if such
       Notice was delivered by the  Executive,  the Executive  will be deemed to
       have voluntarily terminated his employment and the Termination Date shall
       be the earlier of the date fifteen  days after the Notice of  Termination
       is given or one day prior to the end of the Employment  Period and (2) if
       delivered by the Company,  the Company will be deemed to have  terminated
       the Executive other than by reason of death, disability or Cause.

              2. Termination or Cancellation Prior to Change in Control.

       (a) Subject to  Subsection  2(b) hereof,  the Employer and the  Executive
shall each retain the right to terminate the  employment of the Executive at any
time prior to a Change in Control of the  Company.  Subject to  Subsection  2(b)
hereof, in the event the Executive's  employment is terminated prior to a Change
in Control of the Company,  this Agreement shall be terminated and cancelled and
of no further force and effect,  and any and all rights and  obligations  of the
parties hereunder shall cease.



                                      -13-
<PAGE>

       (b)  Anything in this  Agreement to the  contrary  notwithstanding,  if a
Change in Control of the Company occurs and if the  Executive's  employment with
the Employer is  terminated  (other than a  termination  due to the  Executive's
death or as a result of the  Executive's  disability)  during  the period of 180
days prior to the date on which the Change in Control of the Company occurs, and
if it is reasonably  demonstrated  by the  Executive  that such  termination  of
employment  (i)  was at the  request  of a  third  party  who  has  taken  steps
reasonably  calculated  to effect a Change in  Control  of the  Company  or (ii)
otherwise  arose in connection with or in anticipation of a Change in Control of
the  Company,  then for all  purposes  of this  Agreement  such  termination  of
employment  shall be deemed a "Covered  Termination,"  "Notice  of  Termination"
shall be deemed to have been given, and the "Employment  Period" shall be deemed
to have begun on the date of such  termination  which  shall be deemed to be the
"Termination  Date" and the date of the  Change of Control  of the  Company  for
purposes of this Agreement.

       3. Employment  Period.  If a Change in Control of the Company occurs when
the Executive is employed by the Employer, the Employer will continue thereafter
to employ the Executive  during the  Employment  Period,  and the Executive will
remain in the employ of the Employer in accordance with and subject to the terms
and provisions of this Agreement.  Any termination of the Executive's employment
during the Employment Period,  whether by the Company or the Employer,  shall be
deemed a termination by the Company for purposes of this Agreement.

       4. Duties. During the Employment Period, the Executive shall, in the same
capacities  and  positions  held by the  Executive  at the time of the Change in
Control of the  Company  or in such other  capacities  and  positions  as may be
agreed to by the Employer and the Executive in writing,  devote the  Executive's
best efforts and all of the  Executive's  business time,  attention and 


                                      -14-
<PAGE>

skill to the business and affairs of the Employer,  as such business and affairs
now exist and as they may hereafter be conducted.  The services  which are to be
performed by the Executive hereunder are to be rendered in the same metropolitan
area in which the  Executive  was employed at the date of such Change in Control
of the  Company,  or in such other place or places as shall be  mutually  agreed
upon in writing by the Executive and the Employer from time to time. Without the
Executive's  consent, the Executive shall not be required to be absent from such
metropolitan area more than 45 days in any fiscal year of the Company.

       5.  Compensation.  During the Employment  Period,  the Executive shall be
compensated as follows:

       (a) The Executive  shall receive,  at reasonable  intervals (but not less
often than monthly) and in accordance  with such standard  policies as may be in
effect immediately prior to the Change in Control of the Company, an annual base
salary in cash equivalent of not less than twelve times the Executive's  highest
monthly base salary for the twelve-month period immediately  preceding the month
in which the Change in Control of the Company occurs or, if higher,  annual base
salary at the rate in effect  immediately  prior to the Change in Control of the
Company  (which base salary  shall,  unless  otherwise  agreed in writing by the
Executive,  include the current  receipt by the Executive of any amounts  which,
prior to the Change in Control of the  Company,  the  Executive  had  elected to
defer, whether such compensation is deferred under Section 401(k) of the Code or
otherwise),  subject to  adjustment as  hereinafter  provided in Section 6 (such
salary amount as adjusted  upward from time to time is hereafter  referred to as
the "Annual Base Salary").

       (b) The Executive  shall receive fringe  benefits at least equal in value
to the highest  value of such  benefits  provided for the  Executive at any time
during  the  180-day  period  

                                      -15-
<PAGE>

immediately  prior to the Change in Control of the Company or, if more favorable
to the  Executive,  those  provided  generally at any time during the Employment
Period to any  executives of the Employer of  comparable  status and position to
the Executive; and shall be reimbursed, at such intervals and in accordance with
such  standard  policies that are most  favorable to the Executive  that were in
effect at any time during the 180-day period  immediately prior to the Change in
Control of the Company,  for any and all monies  advanced in connection with the
Executive's  employment for reasonable  and necessary  expenses  incurred by the
Executive on behalf of the Employer, including travel expenses.

       (c) The  Executive  and/or the  Executive's  family,  as the case may be,
shall be included,  to the extent eligible  thereunder (which  eligibility shall
not be conditioned on the Executive's  salary grade or on any other  requirement
which  excludes  persons  of  comparable  status to the  Executive  unless  such
exclusion was in effect for such plan or an  equivalent  plan at any time during
the 180-day period  immediately  prior to the Change in Control of the Company),
in any and all plans providing benefits for the Employer's salaried employees in
general,  including  but not limited to group life  insurance,  hospitalization,
medical, dental, profit sharing and stock bonus plans; provided, that, (i) in no
event  shall the  aggregate  level of  benefits  under  such  plans in which the
Executive is included be less than the aggregate  level of benefits  under plans
of the  Employer of the type  referred to in this  Subsection  5(c) in which the
Executive was  participating  at any time during the 180-day period  immediately
prior to the  Change in Control of the  Company  and (ii) in no event  shall the
aggregate level of benefits under such plans be less than the aggregate level of
benefits under plans of the type referred to in this Subsection 5(c) provided at
any time  after the Change in Control  of the  Company to any  executive  of the
Employer of comparable status and position to the Executive.



                                      -16-
<PAGE>

       (d) The Executive  shall annually be entitled to not less than the amount
of paid vacation and not fewer than the highest number of paid holidays to which
the  Executive  was  entitled  annually at any time  during the  180-day  period
immediately prior to the Change in Control of the Company or such greater amount
of paid vacation and number of paid holidays as may be made  available  annually
to other  executives  of the Employer of  comparable  status and position to the
Executive at any time during the Employment Period.

       (e) The  Executive  shall be included in all plans  providing  additional
benefits to executives of the Employer of comparable  status and position to the
Executive, including but not limited to deferred compensation, split-dollar life
insurance,  supplemental  retirement,  stock option,  stock appreciation,  stock
bonus and similar or comparable plans; provided, that, (i) in no event shall the
aggregate level of benefits under such plans be less than the highest  aggregate
level of benefits  under plans of the  Employer of the type  referred to in this
Subsection 5(e) in which the Executive was  participating at any time during the
180-day period  immediately prior to the Change in Control of the Company;  (ii)
in no event shall the aggregate  level of benefits under such plans be less than
the  aggregate  levels of benefits  under plans of the type  referred to in this
Subsection  5(e) provided at any time after the Change in Control of the Company
to any  executive  of the  Employer  comparable  in status and  position  to the
Executive; and (iii) the Employer's obligation to include the Executive in bonus
or incentive compensation plans shall be determined by Subsection 5(f) hereof.

       (f) To  assure  that  the  Executive  will  have an  opportunity  to earn
incentive  compensation after a Change in Control of the Company,  the Executive
shall be  included  in a bonus plan of the  Employer  which  shall  satisfy  the
standards described below (such plan, the "Bonus Plan"). Bonuses under the Bonus
Plan shall be payable with respect to  achieving  such  



                                      -17-
<PAGE>

financial or other goals  reasonably  related to the business of the Employer as
the  Employer  shall  establish  (the  "Goals"),  all of  which  Goals  shall be
attainable,  prior to the end of the Employment  Period,  with approximately the
same degree of  probability  as the most  attainable  goals under the Employer's
bonus  plan or  plans  as in  effect  at any  time  during  the  180-day  period
immediately  prior to the Change in Control of the Company (whether one or more,
the "Company Bonus Plan") and in view of the  Employer's  existing and projected
financial and business  circumstances  applicable at the time. The amount of the
bonus (the  "Bonus  Amount")  that the  Executive  is eligible to earn under the
Bonus  Plan shall be no less than the amount of the  Executive's  maximum  award
provided in such Company Bonus Plan (such bonus amount herein referred to as the
"Targeted  Bonus"),  and in the event the Goals are not  achieved  such that the
entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment
of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to
that portion of the Goals which were achieved. Payment of the Bonus Amount shall
not be  affected  by any  circumstance  occurring  subsequent  to the end of the
Employment Period, including termination of the Executive's employment.

       6. Annual  Compensation  Adjustments.  During the Employment  Period, the
Board of Directors of the Company (or an  appropriate  committee  thereof)  will
consider and appraise, at least annually,  the contributions of the Executive to
the Company,  and in accordance with the Company's  practice prior to the Change
in  Control  of the  Company,  due  consideration  shall be given to the  upward
adjustment  of the  Executive's  Annual  Base  Salary,  at least  annually,  (i)
commensurate  with increases  generally given to other executives of the Company
of comparable status and position to the Executive, and (ii) as the scope of the
Company's operations or the Executive's duties expand.



                                      -18-
<PAGE>

       7.  Termination  For Cause or Without Good Reason.  If there is a Covered
Termination for Cause or due to the Executive's  voluntarily  terminating his or
her employment  other than for Good Reason (any such  terminations to be subject
to the procedures set forth in Section 13 hereof),  then the Executive  shall be
entitled to receive only Accrued Benefits pursuant to Subsection 9(a) hereof.

       8. Termination  Giving Rise to a Termination  Payment.  (a) If there is a
Covered  Termination  by the Executive for Good Reason,  or by the Company other
than by reason of (i) death,  (ii) disability  pursuant to Section 12 hereof, or
(iii) Cause (any such  terminations to be subject to the procedures set forth in
Section 13 hereof),  then the  Executive  shall be entitled to receive,  and the
Company shall promptly pay, Accrued Benefits and, in lieu of further base salary
for periods following the Termination Date, as liquidated damages and additional
severance pay and in consideration of the covenant of the Executive set forth in
Subsection  14(a) hereof,  the Termination  Payment  pursuant to Subsection 9(b)
hereof.

       (b) If there is a Covered  Termination  and the  Executive is entitled to
Accrued Benefits and the Termination Payment,  then the Company shall provide to
the Executive the following additional benefits:

              (i) The Executive  shall  receive,  at the expense of the Company,
       outplacement  services,  on an individualized basis at a level of service
       commensurate  with the  Executive's  status with the Company  immediately
       prior to the date of the Change in Control of the Company (or, if higher,
       immediately  prior to the  termination  of the  Executive's  employment),
       provided by a nationally  recognized executive placement firm selected by
       the Company; provided that the cost to the Company of such services shall
       not exceed 10% of the Executive's Annual Base Salary.



                                      -19-
<PAGE>

              (ii) Until the earlier of the end of the Employment Period or such
       time as the  Executive  has  obtained  new  employment  and is covered by
       benefits  which  in the  aggregate  are at  least  equal  in value to the
       following  benefits,  the Executive shall continue to be covered,  at the
       expense  of the  Company,  by the  same  or  equivalent  life  insurance,
       hospitalization,  medical and dental  coverage as was required  hereunder
       with respect to the Executive immediately prior to the date the Notice of
       Termination is given.

              (iii)  The  Company  shall  cause  the  Executive  to be fully and
       immediately   vested  in  his  accrued  benefit  under  any  supplemental
       executive  retirement  plan of the  Employer  providing  benefits for the
       Executive (the "SERP") and in any defined contribution retirement plan of
       the  Employer.  In addition,  the Company shall cause the Executive to be
       deemed to have satisfied any minimum years of service  requirement  under
       the SERP for  subsidized  early  retirement  benefits  regardless  of the
       Executive's age and service at the Termination Date;  provided,  however,
       that SERP  benefits  will be based on service to date with no  additional
       credit for service or age beyond such Termination Date.

              (iv) The Company shall cause all  restrictions on restricted stock
       awards made to the  Executive  to lapse such that the  Executive is fully
       and immediately vested in his or her restricted stock.



                                      -20-
<PAGE>

              (v) The  Company  shall  cause all stock  options  granted  to the
       Executive  pursuant to the  Company's  stock  option  plan(s) to be fully
       vested.

              (vi) The Company shall cause all  performance  plan awards granted
       to the Executive  pursuant to any long-term  incentive plan maintained by
       the Company to be paid out at target, as if all performance  requirements
       had been satisfied, on a pro rata basis based on the completed portion of
       each award cycle; provided, however, no payment of plan awards will occur
       from any award cycle that has been in effect less than six (6) months.

       9. Payments Upon Termination.

       (a) Accrued  Benefits.  For purposes of this  Agreement,  the Executive's
"Accrued  Benefits"  shall include the following  amounts,  payable as described
herein:  (i) all base  salary for the time period  ending  with the  Termination
Date; (ii)  reimbursement for any and all monies advanced in connection with the
Executive's  employment for reasonable  and necessary  expenses  incurred by the
Executive  on  behalf  of the  Employer  for the  time  period  ending  with the
Termination  Date;  (iii) any and all other cash earned through the  Termination
Date and deferred at the  election of the  Executive or pursuant to any deferred
compensation  plan  then in  effect;  (iv) a lump sum  payment  of the  bonus or
incentive  compensation  otherwise  payable to the Executive with respect to the
year in which termination occurs under all bonus or incentive  compensation plan
or plans in which the Executive is a participant; and (v) all other payments and
benefits to which the Executive (or in the event of the Executive's  death,  the
Executive's   surviving  spouse  or  other   beneficiary)  may  be  entitled  as
compensatory  fringe  benefits  or under  the terms of any  benefit  plan 


                                      -21-
<PAGE>

of the  Employer,  excluding  severance  payments  under any Employer  severance
policy,  practice  or  agreement  in effect  immediately  prior to the Change in
Control of the Company.  Payment of Accrued  Benefits  shall be made promptly in
accordance  with the Company's  prevailing  practice with respect to Subsections
(i) and (ii) or, with respect to Subsections  (iii),  (iv) and (v),  pursuant to
the terms of the benefit plan or practice establishing such benefits.

       (b) Termination Payment.

              (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof,
       the  Termination  Payment shall be an amount equal to (A) the Executive's
       Annual Base Salary (determined as of the time of the Change in Control of
       the  Company or, if higher,  immediately  prior to the date the Notice of
       Termination  is given)  plus (B) an amount  equal to the  greater  of the
       Executive's  target  bonus  for the year in which  the  Termination  Date
       occurs or the  bonus  the  Executive  received  in the year  prior to the
       Change in Control of the Company (the  aggregate  amount set forth in (A)
       and  (B)  hereof   shall   hereafter  be  referred  to  as  "Annual  Cash
       Compensation"),  times  (C) the  number  of years or  fractional  portion
       thereof   remaining  in  the  Employment  Period  determined  as  of  the
       Termination Date; provided,  however,  that such amount shall not be less
       than  the  greater  of (i) the  amount  of the  Executive's  Annual  Cash
       Compensation or (ii) the severance  benefits to which the Executive would
       have been entitled under the Company's  severance  policies and practices
       in effect immediately prior to the Change in Control of the Company.  The
       Termination Payment shall be paid to the Executive in cash equivalent ten
       (10)  business  days after the  


                                      -22-
<PAGE>

       Termination  Date.  Such lump sum  payment  shall not be  reduced  by any
       present value or similar factor,  and the Executive shall not be required
       to  mitigate  the amount of the  Termination  Payment by  securing  other
       employment or otherwise,  nor will such Termination Payment be reduced by
       reason  of the  Executive  securing  other  employment  or for any  other
       reason.  The  Termination  Payment shall be in lieu of, and acceptance by
       the Executive of the Termination Payment shall constitute the Executive's
       release of any rights of Executive to, any other severance payments under
       any Company  severance policy,  practice or agreement.  The Company shall
       bear up to $10,000 in the  aggregate of fees and expenses of  consultants
       and/or legal or  accounting  advisors  engaged by the Executive to advise
       the Executive as to matters  relating to the  computation of benefits due
       and payable under this Subsection 9(b).

              (ii) Notwithstanding any other provision of this Agreement, if any
       portion  of the  Termination  Payment  or any other  payment  under  this
       Agreement,  or under any other agreement with or plan of the Employer (in
       the aggregate,  "Total Payments"),  would constitute an "excess parachute
       payment,"  then the Total  Payments to be made to the Executive  shall be
       reduced  such that the value of the  aggregate  Total  Payments  that the
       Executive  is entitled to receive  shall be One Dollar ($1) less than the
       maximum amount which the Executive may receive without  becoming  subject
       to the tax  imposed  by  Section  4999  of the  Code  (or  any  successor
       provision)  or which the Company may pay without loss of deduction  under

                                      -23-
<PAGE>

       Section 280G(a) of the Code (or any successor provision). For purposes of
       this  Agreement,  the terms  "excess  parachute  payment" and  "parachute
       payments" shall have the meanings assigned to them in Section 280G of the
       Code (or any successor provision), and such "parachute payments" shall be
       valued as provided therein.  Present value for purposes of this Agreement
       shall be calculated in  accordance  with Section  1274(b) (2) of the Code
       (or any  successor  provision).  Within  forty days  following  a Covered
       Termination  or notice by the Company to the Executive of its belief that
       there is a payment or benefit due the  Executive  which will result in an
       excess  parachute  payment as defined in Section 280G of the Code (or any
       successor  provision),  the Executive  and the Company,  at the Company's
       expense,  shall  obtain the opinion  (which need not be  unqualified)  of
       nationally  recognized tax counsel  ("National Tax Counsel")  selected by
       the  Company's  independent  auditors and  reasonably  acceptable  to the
       Executive  (which may be regular outside  counsel to the Company),  which
       opinion  sets forth (A) the  amount of the Base  Period  Income,  (B) the
       amount and present value of Total Payments and (C) the amount and present
       value of any excess parachute  payments  determined without regard to the
       limitations  of this  Subsection  9(b)(ii).  As  used in this  Subsection
       9(b)(ii),  the term "Base  Period  Income"  means an amount  equal to the
       Executive's  "annualized includable  compensation for the base period" as
       defined in Section  280G(d)(l) of the Code. For purposes of such opinion,
       the value of any  noncash  benefits  or any  deferred  payment or benefit
       shall be determined 


                                      -24-
<PAGE>

       by the Company's  independent  auditors in accordance with the principles
       of Sections 280G(d)(3) and (4) of the Code (or any successor provisions),
       which  determination shall be evidenced in a certificate of such auditors
       addressed to the Company and the  Executive.  The opinion of National Tax
       Counsel  shall be addressed to the Company and the Executive and shall be
       binding upon the Company and the Executive.  If such National Tax Counsel
       opinion determines that there would be an excess parachute  payment,  the
       Termination  Payment hereunder or any other payment or benefit determined
       by such counsel to be  includable in Total  Payments  shall be reduced or
       eliminated  as  specified by the  Executive  in writing  delivered to the
       Company  within  thirty  days of his  receipt of such  opinion or, if the
       Executive  fails to so notify  the  Company,  then as the  Company  shall
       reasonably  determine,  so that under the bases of calculations set forth
       in such  opinion  there  will be no  excess  parachute  payment.  If such
       National Tax Counsel so requests in connection with the opinion  required
       by this Section,  the  Executive  and the Company  shall  obtain,  at the
       Company's  expense,  and the National Tax Counsel may rely on, the advice
       of a firm of  recognized  executive  compensation  consultants  as to the
       reasonableness  of  any  item  of  compensation  to be  received  by  the
       Executive  solely with  respect to its status  under  Section 280G of the
       Code and the regulations thereunder.

              (iii) If,  notwithstanding  the  provisions of Subsection  (ii) of
       this Subsection  9(b) it is ultimately  determined by a court or pursuant
       to a


                                      -25-
<PAGE>

       final  determination  by the Internal Revenue Service that any portion of
       Total  Payments  is  subject  to the tax (the  "Excise  Tax")  imposed by
       Section 4999 of the Code (or any successor provision),  the Company shall
       pay to the Executive an additional  amount (the "Gross-Up  Payment") such
       that the net amount  retained by the  Executive  after  deduction  of any
       Excise  Tax and any  interest  charges  or  penalties  in  respect of the
       imposition of such Excise Tax (but not any federal, state or local income
       tax) on the Total Payments,  and any federal,  state and local income tax
       and Excise Tax upon the payment  provided for by this  Subsection  (iii),
       shall be equal to the Total  Payments.  For purposes of  determining  the
       amount of the  Gross-Up  Payment,  the  Executive  shall be deemed to pay
       federal  income  taxes at the  highest  marginal  rate of federal  income
       taxation in the calendar year in which the Gross-Up Payment is to be made
       and  state  and  local  income  taxes at the  highest  marginal  rates of
       taxation in the state and locality of the Executive's domicile for income
       tax purposes on the date the Gross-Up Payment is made, net of the maximum
       reduction in federal  income taxes which could be obtained from deduction
       of such state and local taxes.

              (iv) The Company agrees to bear all costs  associated with, and to
       indemnify and hold harmless, the National Tax Counsel of and from any and
       all  claims,  damages,  and  expenses  resulting  from or relating to its
       determinations  pursuant  to this  Subsection  9(b),  except for  claims,
       damages  or  expenses  resulting  from the gross  negligence  or  willful
       misconduct of such firm.



                                      -26-
<PAGE>

       10. Death.  (a) Except as provided in Section 10(b) hereof,  in the event
of a Covered  Termination due to the Executive's death, the Executive's  estate,
heirs and  beneficiaries  shall  receive all the  Executive's  Accrued  Benefits
through the Termination Date.

       (b) In the event the  Executive  dies  after a Notice of  Termination  is
given  (i) by the  Company  or  (ii)  by the  Executive  for  Good  Reason,  the
Executive's  estate,  heirs and beneficiaries  shall be entitled to the benefits
described in  Subsection  10(a) hereof and,  subject to the  provisions  of this
Agreement, to such Termination Payment as the Executive would have been entitled
to had  the  Executive  lived.  For  purposes  of  this  Subsection  10(b),  the
Termination Date shall be the earlier of thirty days following the giving of the
Notice of Termination,  subject to extension pursuant to Subsection 1(l) hereof,
or one day prior to the end of the Employment Period.

       11.  Retirement.  If, during the Employment Period, the Executive and the
Employer  shall execute an agreement  providing for the early  retirement of the
Executive from the Employer,  or the Executive  shall otherwise give notice that
he is  voluntarily  choosing to retire early from the  Employer,  the  Executive
shall receive Accrued Benefits through the Termination Date;  provided,  that if
the Executive's  employment is terminated by the Executive for Good Reason or by
the Company other than by reason of death, disability or Cause and the Executive
also, in connection with such  termination,  elects voluntary early  retirement,
the Executive shall also be entitled to receive a Termination  Payment  pursuant
to Subsection 8(a) hereof.

       12.  Termination for Disability.  If, during the Employment  Period, as a
result of the Executive's disability due to physical or mental illness or injury
(regardless  of whether such illness or injury is  job-related),  the  Executive
shall have been  absent from the  Executive's  duties  hereunder  on a full-time
basis for a period of six  consecutive  months and, within thirty days after


                                      -27-
<PAGE>

the Company  notifies the  Executive in writing that it intends to terminate the
Executive's  employment  (which  notice  shall  not  constitute  the  Notice  of
Termination  contemplated  below),  the Executive shall not have returned to the
performance  of the  Executive's  duties  hereunder  on a full-time  basis,  the
Company may terminate the Executive's  employment for purposes of this Agreement
pursuant to a Notice of Termination  given in accordance with Section 13 hereof.
If the  Executive's  employment  is  terminated  on account  of the  Executive's
disability in accordance with this Section,  the Executive shall receive Accrued
Benefits in accordance with Subsection 9(a) hereof and shall remain eligible for
all  benefits  provided by any long term  disability  programs of the Company in
effect at the time of such termination.

       13.  Termination  Notice and  Procedure.  Any Covered  Termination by the
Company or the Executive (other than a termination of the Executive's employment
that is a Covered  Termination  by virtue of  Subsection  2(b) hereof)  shall be
communicated by a written notice of termination ("Notice of Termination") to the
Executive,  if such Notice is given by the Company,  and to the Company, if such
Notice  is  given  by  the  Executive,  all in  accordance  with  the  following
procedures and those set forth in Section 23 hereof:

       (a) If such  termination  is for  disability,  Cause or Good Reason,  the
Notice  of  Termination  shall  indicate  in  reasonable  detail  the  facts and
circumstances alleged to provide a basis for such termination.

       (b) Any Notice of  Termination  by the Company shall have been  approved,
prior to the giving thereof to the Executive,  by a resolution duly adopted by a
majority of the directors of the Company (or any successor  corporation) then in
office.

       (c) If the  Notice  is  given  by the  Executive  for  Good  Reason,  the
Executive may cease performing his duties hereunder on or after the date fifteen
days after the



                                      -28-
<PAGE>

delivery of Notice of Termination and shall in any event cease employment on the
Termination Date. If the Notice is given by the Company,  then the Executive may
cease  performing  his duties  hereunder on the date of receipt of the Notice of
Termination, subject to the Executive's rights hereunder.

       (d) The  Executive  shall have thirty days,  or such longer period as the
Company may determine to be appropriate, to cure any conduct or act, if curable,
alleged to provide  grounds for  termination of the  Executive's  employment for
Cause under this Agreement pursuant to Subsection 1(d) (iii) hereof.

       (e) The recipient of any Notice of Termination  shall personally  deliver
or mail in  accordance  with  Section 23 hereof  written  notice of any  dispute
relating to such Notice of  Termination  to the party giving such Notice  within
fifteen days after receipt thereof;  provided,  however, that if the Executive's
conduct or act  alleged to provide  grounds for  termination  by the Company for
Cause is curable, then such period shall be thirty days. After the expiration of
such period,  the contents of the Notice of  Termination  shall become final and
not subject to dispute.

       14. Further Obligations of the Executive.

       (a)  Competition.  The Executive agrees that, in the event of any Covered
Termination  where  the  Executive  is  entitled  to  Accrued  Benefits  and the
Termination  Payment,  the Executive  shall not, for a period  expiring one year
after the Termination Date,  without the prior written approval of the Company's
Board of Directors,  participate in the management of, be employed by or own any
business  enterprise  at a location  within the United  States  that  engages in
substantial  competition  with  the  Company  or its  subsidiaries,  where  such
enterprise's  revenues from any competitive  activities amount to 10% or more of
such enterprise's net revenues and sales for its most recently  completed fiscal
year;  provided,  however,  that nothing 



                                      -29-
<PAGE>

in this Subsection 14(a) shall prohibit the Executive from owning stock or other
securities  of  a  competitor  amounting  to  less  than  five  percent  of  the
outstanding capital stock of such competitor.

       (b) Confidentiality. During the Executive's employment by the Company and
for a  period  of  five  (5)  years  thereafter,  the  Executive  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 Employer),  except to the extent  authorized in writing by the Board
of Directors of the Company 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
Executive of duties as an executive  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  Executive  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.

       15. Expenses and Interest.  If, after a Change in Control of the Company,
(i) a dispute arises with respect to the enforcement of the  Executive's  rights
under  this  Agreement  or (ii) any  legal or  arbitration  proceeding  shall be
brought to enforce or interpret  any  provision  contained  herein or to recover
damages for breach  hereof,  in either case so long as, and to the extent  that,
the Executive prevails in such proceeding,  the Executive shall recover from the
Company the reasonable  attorneys'  fees and necessary  costs and  disbursements
incurred as a result of the dispute, legal or arbitration proceeding as to which
the Executive has prevailed 



                                      -30-
<PAGE>

("Expenses"),  and  prejudgment  interest on any money  judgment or  arbitration
award obtained by the Executive  calculated at the rate of interest announced by
Firstar Bank Milwaukee,  N. A., Milwaukee,  Wisconsin,  from time to time at its
prime or base lending rate from the date that payments to him or her should have
been made under this  Agreement.  Any  dispute as to the  reasonableness  of the
Expenses incurred, or the extent to which the Executive has prevailed,  shall be
resolved by the presiding  officer  (arbitrator  or judge) in the forum in which
the substantive issues are finally resolved.

       16. Payment  Obligations  Absolute.  The Company's  obligation during and
after the  Employment  Period to pay the  Executive  the amounts and to make the
benefit  and  other   arrangements   provided   herein  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against him or anyone  else.  Except as provided in Section
15 of this Agreement, all amounts payable by the Company hereunder shall be paid
without  notice or demand.  Each and every payment made hereunder by the Company
shall be final, and the Company will not seek to recover all or any part of such
payment from the Executive,  or from whomsoever may be entitled thereto, for any
reason whatsoever.

       17.  Successors.  (a) If the Company  sells,  assigns or transfers all or
substantially  all of its  business  and assets to any Person or if the  Company
merges into or  consolidates  or otherwise  combines (where the Company does not
survive  such  combination)  with  any  Person  (any  such  event,  a  "Sale  of
Business"),  then the Company shall assign all of its right,  title and interest
in this  Agreement as of the date of such event to such Person,  and the Company
shall cause such Person, by written  agreement in form and substance  reasonably
satisfactory to the Executive, to expressly assume and agree to perform from and
after the date of such  assignment  all 



                                      -31-
<PAGE>

of the terms,  conditions  and  provisions  imposed by this  Agreement  upon the
Company.  Failure of the Company to obtain such agreement prior to the effective
date of such Sale of Business shall be a breach of this  Agreement  constituting
"Good Reason" hereunder,  except that for purposes of implementing the foregoing
the date upon which such Sale of Business becomes  effective shall be deemed the
Termination  Date.  In case of such  assignment by the Company and of assumption
and  agreement  by such  Person,  as used in  this  Agreement,  "Company"  shall
thereafter  mean such Person which executes and delivers the agreement  provided
for in this  Section 17 or which  otherwise  becomes  bound by all the terms and
provisions of this Agreement by operation of law, and this Agreement shall inure
to the benefit of, and be enforceable by, such Person.  The Executive  shall, in
his or her  discretion,  be  entitled  to  proceed  against  any or all of  such
Persons,  any Person which  theretofore  was such a successor to the Company and
the Company (as so defined) in any action to enforce any rights of the Executive
hereunder.  Except as provided in this  Subsection,  this Agreement shall not be
assignable  by the  Company.  This  Agreement  shall  not be  terminated  by the
voluntary or involuntary  dissolution of the Company. 

       (b) This  Agreement  and all rights of the  Executive  shall inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives, executors, administrators, heirs and beneficiaries. All amounts
payable to the Executive under Sections 7, 8, 9, 10, 11, 12 and 15 hereof if the
Executive had lived shall be paid, in the event of the Executive's death, to the
Executive's  estate,  heirs and  representatives;  provided,  however,  that the
foregoing  shall not be construed to modify any terms of any benefit plan of the
Employer,  as such  terms are in effect on the date of the  Change in Control of
the Company,  that expressly govern benefits under such plan in the event of the
Executive's death.



                                      -32-
<PAGE>

       18.  Severability.  The provisions of this Agreement shall be regarded as
divisible, and if any of said provisions or any part hereof are declared invalid
or  unenforceable  by a  court  of  competent  jurisdiction,  the  validity  and
enforceability  of the  remainder  of such  provisions  or parts  hereof and the
applicability thereof shall not be affected thereby.

       19. Contents of Agreement;  Waiver of Rights;  Amendment.  This Agreement
sets forth the entire  understanding  between the parties hereto with respect to
the subject matter hereof and shall supersede in all respects, and the Executive
hereby waives all rights under,  any prior or other  agreement or  understanding
between the parties  with  respect to such subject  matter,  including,  but not
limited to the [previous Key Executive  Employment and Severance Agreement dated
as of _______  between  Company and the  Executive.]  This  Agreement may not be
amended or  modified at any time  except by written  instrument  executed by the
Company and the  Executive.

       20.  Withholding.  The Company shall be entitled to withhold from amounts
to be paid to the Executive hereunder any federal, state or local withholding or
other  taxes or  charges  which it is from time to time  required  to  withhold;
provided,  that the  amount so  withheld  shall not exceed  the  minimum  amount
required  to be withheld  by law.  The  Company  shall be entitled to rely on an
opinion  of the  National  Tax  Counsel  if any  question  as to the  amount  or
requirement of any such withholding shall arise.

       21. Certain Rules of Construction.  No party shall be considered as being
responsible  for the drafting of this  Agreement for the purpose of applying any
rule construing  ambiguities against the drafter or otherwise.  No draft of this
Agreement  shall be  taken  into  account  in  construing  this  Agreement.  Any
provision of this  Agreement  which  requires an  agreement in 


                                      -33-
<PAGE>

writing shall be deemed to require that the writing in question be signed by the
Executive and an authorized representative of the Company.

       22. Governing Law; Resolution of Disputes.  This Agreement and the rights
and obligations  hereunder shall be governed by and construed in accordance with
the laws of the State of Wisconsin.  Any dispute  arising out of this  Agreement
shall, at the Executive's election, be determined by arbitration under the rules
of the  American  Arbitration  Association  then in effect  (in which  case both
parties shall be bound by the arbitration  award) or by litigation.  Whether the
dispute  is to be  settled  by  arbitration  or  litigation,  the  venue for the
arbitration  or litigation  shall be Madison,  Wisconsin or, at the  Executive's
election,  if the  Executive  is not then  residing  or working in the  Madison,
Wisconsin  metropolitan area, in the judicial district  encompassing the city in
which the  Executive  resides;  provided,  that,  if the  Executive  is not then
residing in the United  States,  the election of the  Executive  with respect to
such  venue  shall be either  Madison,  Wisconsin  or in the  judicial  district
encompassing  that city in the United  States among the thirty cities having the
largest  population  (as determined by the most recent United States Census data
available  at  the  Termination  Date)  which  is  closest  to  the  Executive's
residence.  The parties consent to personal  jurisdiction in each trial court in
the selected  venue having  subject matter  jurisdiction  notwithstanding  their
residence or situs, and each party irrevocably consents to service of process in
the manner provided hereunder for the giving of notices.

       23. Notice.  Notices given pursuant to this Agreement shall be in writing
and, except as otherwise  provided by Subsection  13(d) hereof,  shall be deemed
given when  actually  received  by the  Executive  or  actually  received by the
Company's  Corporate  Secretary  or any  officer of the  Company  other than the
Executive.  If mailed,  such notices shall be mailed by United States registered
or certified mail, return receipt requested, addressee only, postage prepaid, if
to 



                                      -34-
<PAGE>

the  Company,   to  Interstate   Energy   Corporation   (d/b/a   Alliant  Energy
Corporation),  Attention: Corporate Secretary (or President, if the Executive is
then Corporate  Secretary),  222 West Washington Avenue, P.O. Box 2568, Madison,
Wisconsin 53701-2568, or if to the Executive, at the address set forth below the
Executive's  signature to this Agreement,  or to such other address as the party
to be notified shall have theretofore given to the other party in writing.

       24. No Waiver. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be  performed  by the other  party  shall be deemed a waiver  of  similar  or
dissimilar  provisions or conditions at the same time or any prior or subsequent
time.

       25.  Headings.  The headings herein  contained are for reference only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.



                                      -35-
<PAGE>

       IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of the
day and year first above written.

                                         INTERSTATE ENERGY CORPORATION



                                         By: _______________________________
                                            Its:  __________________________



                                         Attest:  __________________________
                                                 Its:  _____________________



                                         EXECUTIVE:




                                         _______________________________(SEAL)

                                         Address:  ___________________________
                                                   ___________________________