Exhibit 10.2
                                                         EXECUTION COPY


                                AMENDMENT NO. 2


      This AMENDMENT NO. 2, dated as of June 27,  2003 (this  "Amendment"),  is
made to that  certain  Credit  Agreement,  dated  as of  October 11,  2002  (as
amended by the  Amendment,  dated as of December 5, 2002,  among Alliant Energy
Corporation  (the  "Borrower"),  the lenders party thereto (the  "Lenders") and
Bank One,  NA, as agent  (the  "Agent"),  the  "Credit  Agreement"),  among the
Borrower, the Lenders and the Agent.

                            PRELIMINARY STATEMENT:

      The  Borrower,  the Lenders  and the Agent  previously  entered  into the
Credit  Agreement.  The Borrower has  requested  that the Lenders  agree to the
amendments  to the  Credit  Agreement  as set forth  herein,  and the  Majority
Lenders have agreed to such  request,  subject to the terms and  conditions  of
this Amendment.  Therefore,  for good and valuable  consideration,  the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:

SECTION 1.  Definitions.  Capitalized  terms  used but not  defined  herein
have the meanings assigned to such terms in the Credit Agreement.

SECTION 2.  Amendments.

(a)   Section 5.02(a)  of the Credit  Agreement is amended by (i) deleting  the
word  "and"  from  clause (xi)  of such  Section,  (ii) replacing  the  heading
"(xii)"  in  clause (xii)  of  such  Section  with  the  heading  "(xiii)"  and
(iii) inserting   the   following  new  clause  (xii)   immediately   following
clause (xi) of such Section:

      (xii)  Liens on funds held in escrow to defease outstanding HEARTS  bonds
      in connection with the sale of Heartland Properties,  Inc.; provided that
      the  funds  deposited  into  escrow  do  not  exceed  $42,000,000  in the
      aggregate; and

(b)   Section  5.02(f)  of  the  Credit  Agreement  is  hereby  amended  by (i)
deleting the "and"  immediately  before  clause (vi) of Section  5.02(f) of the
Credit  Agreement  and (ii)  adding the  following  at the end of such  clause,
"and (vii)  sales of Equity  Interests  of  Whiting  Petroleum  Corporation  in
connection  with  the  issuance  of  Equity  Interests  by  Whiting   Petroleum
Corporation;".

(c)   Section  5.02(g) of the Credit  Agreement is hereby amended by adding the
words  "(other  than the  capital  stock  of  Whiting  Petroleum  Corporation)"
immediately  after  the  words  "or  the  capital  stock  of any  other  of its
Subsidiaries".

<PAGE>

SECTION 3.  Conditions  of  Effectiveness.   Section 2  of  this  Amendment
shall  become  effective  as of the date first set forth above when each of the
following conditions shall have been fulfilled:

      (i)   the Majority Lenders and the Borrower shall have executed and
      delivered to the Agent a counterpart of this Amendment;

      (ii)  the Borrower shall have paid (A) to the Agent, for the account of
      each Lender that shall have  executed and delivered to the Agent a
      counterpart of this Amendment on or before 12:00 noon (New York City time)
      on Friday, June 27, 2003, an upfront fee of 0.025% of the aggregate amount
      of the Commitment of such Lender,  and (B) all fees payable  hereunder or
      payable  pursuant to the Fee Letter,  dated the date hereof,  between the
      Borrower and the Agent; and

      (iii) the representations and warranties set forth in Section 4 hereof
      shall be true and correct on and as of the date of effectiveness of this
      Amendment as though made on and as of such date.

SECTION 4.  Representations  and  Warranties.  The Borrower  represents and
warrants that (a) the  representations  and warranties  contained in Article IV
of the Credit  Agreement,  as amended  hereby (with each  reference  therein to
(i) "this  Agreement",  "hereunder"  and words of like import  referring to the
Credit  Agreement  being  deemed to be a reference  to this  Amendment  and the
Credit Agreement,  as amended hereby,  and (ii) "Loan Documents",  "thereunder"
and  words of like  import  being  deemed to  include  this  Amendment  and the
Credit  Agreement,  as amended  hereby)  are true and  correct on and as of the
date  hereof  as  though  made on and as of such  date,  and (b) no  event  has
occurred and is  continuing,  or would result from the  execution  and delivery
of this  Amendment,  that  constitutes  an  Unmatured  Default  or an  Event of
Default.

SECTION 5.  Effect  on  the  Credit   Agreement.   Except  as  specifically
provided  above,  the Credit  Agreement  shall continue to be in full force and
effect and is hereby in all respects  ratified and  confirmed.  The  execution,
delivery and  effectiveness  of this Amendment  shall not,  except as expressly
provided  herein,  operate  as a waiver  of any  right,  power or remedy of the
Lenders under the Credit  Agreement,  nor  constitute a waiver of any provision
of the Credit Agreement.

SECTION 6.  Costs and  Expenses.  The Borrower  agrees to pay on demand all
costs and expenses of the Agent in connection with the  preparation,  execution
and delivery of this Amendment,  including,  without limitation, the reasonable
fees  and  out-of-pocket  expenses  of  counsel  for  the  Agent  with  respect
thereto,  and all costs and expenses  (including,  without limitation,  counsel
fees  and  expenses),  if any,  in  connection  with the  enforcement  (whether
through negotiations, legal proceedings or otherwise) of this Amendment.

SECTION 7.  Execution in  Counterparts.  This  Amendment may be executed in
any  number  of  counterparts  and by  different  parties  hereto  in  separate
counterparts,  each of which when so executed and delivered  shall be deemed to
be an original and all of which taken  together  shall  constitute  but one and
the same instrument.

SECTION 8.  Governing  Law.  This  Amendment  shall  be  governed  by,  and
construed in accordance with, the internal laws of the State of the New York.

<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to be
executed by their  respective  officers  thereunto duly  authorized,  as of the
date first above written.


                               ALLIANT ENERGY CORPORATION


                               By____________________________________
                                 Name:
                                 Title:



                               BANK ONE, NA,
                               as Agent, LC Issuing Bank and as Lender


                               By____________________________________
                                 Name:
                                 Title:



                               CITIBANK, N.A.


                               By____________________________________
                                 Name:
                                 Title:



                               ABN AMRO BANK N.V.


                               By____________________________________
                                 Name:
                                 Title:


                               By____________________________________
                                 Name:
                                 Title:



                               AMERICAN TRUST & SAVINGS BANK


                               By____________________________________
                                 Name:
                                 Title:



                               AUSTRALIA AND NEW ZEALAND
                               BANKING GROUP


                               By____________________________________
                                 Name:
                                 Title:



                               BANK OF AMERICA, N.A.


                               By____________________________________
                                 Name:
                                 Title:



                               THE BANK OF TOKYO MITSUBISHI, LTD.
                               CHICAGO BRANCH


                               By____________________________________
                                 Name:
                                 Title:


                SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>


                               BARCLAYS BANK


                               By____________________________________
                                 Name:
                                 Title:



                               BNP PARIBAS


                               By____________________________________
                                 Name:
                                 Title:



                               By____________________________________
                                 Name:
                                 Title:



                               COBANK, ACB


                               By____________________________________
                                 Name:
                                 Title:



                               FLEETBOSTON


                               By____________________________________
                                 Name:
                                 Title:



                               JP MORGAN CHASE


                               By____________________________________
                                 Name:
                                 Title:



                               KBC BANK, NV


                               By____________________________________
                                 Name:
                                 Title:



                               By____________________________________
                                 Name:
                                 Title:



                               MERRILL LYNCH BANK USA


                               By____________________________________
                                 Name:
                                 Title:



                               NATIONAL AUSTRALIA BANK


                               By____________________________________
                                 Name:
                                 Title:


                SIGNATURE PAGE TO AMENDMENT NO. 2
<PAGE>


                               U.S. BANK NATIONAL ASSOCIATION


                               By____________________________________
                                 Name:
                                 Title:



                               WACHOVIA BANK, NATIONAL ASSOCIATION


                               By____________________________________
                                 Name:
                                 Title:



                               WELLS FARGO BANK, NATIONAL
                               ASSOCIATION


                               By____________________________________
                                 Name:
                                 Title:


                               By____________________________________
                                 Name:
                                 Title:





                 SIGNATURE PAGE TO AMENDMENT NO. 2