Exhibit 10.3

                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;

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       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.

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<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  Subsection  1(c)(ii)  as a result of an
       agreement,


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<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


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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 


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<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

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<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

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<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


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<PAGE>

date of a Change in Control  of the  Company,  and ending at 11:59 p.m.  Central
Time on the  earlier of the third  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


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<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
       Section 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.

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<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.

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                     (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 Subsection 8(b) and
              Section 9 hereof (including a Termination Payment) based on events
              occurring after the Executive delivered his Notice of Termination.


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                     (3) 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  (i) 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
              (ii) 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.

       (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


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<PAGE>

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 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

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<PAGE>


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  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 

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<PAGE>

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.

       (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


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<PAGE>

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  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 


                                      -17-
<PAGE>

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.

       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.

                                      -18-
<PAGE>

       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.

              (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 


                                      -19-
<PAGE>

       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.

              (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 


                                      -20-
<PAGE>

       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.

              (vii) The Company shall  reimburse the Executive for up to $15,000
       in tax  preparation  assistance  fees  for the  tax  year  in  which  the
       Termination Payment is made.

       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 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 


                                      -21-
<PAGE>

with respect to  Subsections  9(a)(i) and (ii) or, with  respect to  Subsections
9(a)(iii),  (iv) and (v),  pursuant to the terms of the benefit plan or practice
establishing such benefits.

       (b) Termination Payment.

              (i) 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  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


                                      -22-
<PAGE>

       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 any 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," the Company shall pay Executive
       an additional  amount (the  "Gross-Up  Payment") such that the net amount
       retained by Executive  after  deduction  of any excise tax imposed  under
       Section 4999 of the Code, any interest charges or penalties in respect of
       the  imposition  of such excise tax (but not any federal,  state or local
       income tax, or employment  tax) on the Total  Payments,  and any federal,
       state and local  income  tax,  employment  tax,  and  excise tax upon the
       payment provided for by this Subsection  9(b)(ii),  shall be equal to the
       Total  Payments.  For purposes of determining  the amount of the Gross-Up
       Payment,  Executive  shall  be  deemed  to pay  federal  income  tax  and
       employment  taxes at the  highest  marginal  rate of  federal  income and


                                      -23-
<PAGE>


       employment 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 rate
       of taxation in the state and locality of 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 that may be obtained from the deduction
       of such state and local taxes.

              (iii) 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 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).  Promptly  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,  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 (i) the amount of the
       Base Period Income,  (ii) the amount and present value of Total Payments,
       (iii) the amount and present value of any excess parachute payments,  and
       (iv) the amount of any Gross-Up Payment.  As used in this Agreement,  the


                                      -24-
<PAGE>


       term  "Base  Period  Income"  means an  amount  equal to the  Executive's
       "annualized  includible  compensation  for the base period" as defined in
       Section  280G(d)(1) of the Code. For purposes of such opinion,  the value
       of any  noncash  benefits  or any  deferred  payment or benefit  shall be
       determined by the Company's  independent  auditors in accordance with the
       principles  of Section  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 so requests in connection  with the opinion  required by this
       Subsection  9(b),  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.  Within  five (5) days  after  the
       National  Tax  Counsel's  opinion  is  received  by the  Company  and the
       Executive,  the Company shall pay (or cause to be paid) or distribute (or
       cause to be  distributed) to or for the benefit of Executive such amounts
       as are then due to Executive under this Agreement.

              (iv) In the  event  that upon any  audit by the  Internal  Revenue
       Service,  or by a state or local taxing authority,  of the Total Payments
       or Gross-Up Payment, a change is finally determined to be

                                      -25-
<PAGE>

       required  in  the  amount  of  taxes  paid  by   Executive,   appropriate
       adjustments  shall be made under this  Agreement such that the net amount
       which  is  payable  to  the  Executive  after  taking  into  account  the
       provisions  of Section  4999 of the Code shall  reflect the intent of the
       parties as expressed in this Section 9, in the manner  determined  by the
       National Tax Counsel.

              (v) 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.

       10.  Death.  (a) Except as provided in Subsection  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.

                                      -26-
<PAGE>

       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 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 


                                      -27-
<PAGE>

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  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,


                                      -28-
<PAGE>

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 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


                                      -29-
<PAGE>

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 ("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 


                                      -30-
<PAGE>

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 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 


                                      -31-
<PAGE>

defined) in any action to enforce any rights of the Executive hereunder.  Except
as provided in this Subsection  17(a), 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.

       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. 

                                      -32-
<PAGE>

       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 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 


                                      -33-
<PAGE>


 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  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. 


                                      -34-
<PAGE>

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

       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: