**Exhibit 10.6**

SUPPLEMENTALRETIREMENT PLAN AGREEMENT [Applicable to VPs Pre1-1-02] 

        ThisSupplemental Retirement Plan (“SRP”) Agreement is made this ____ day of____________, 2003, by and between **[insert name]** (the “Officer”) andAlliant Energy Corporation (the “Company”). 

W I T N E S S E T H:

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

        **WHEREAS,**the Company and the Officer have heretofore entered into one or more agreements (the“Prior Agreements”) providing supplemental retirement, deferred compensation orsimilar benefits, which Prior Agreements are identified in Appendix A hereto; and 

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

        **NOW,THEREFORE,** the parties agree as follows: 

ARTICLE I SCOPE OF AGREEMENT

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

        **1.2****Effect on Change of Control Agreements****.** If the Officer is a party to anagreement which is binding on the Company and which takes effect in the event of a changein control, such agreement shall supersede and control over the provisions of thisAgreement in the event of any conflict between the two. 

        **1.3****No Contract of Employment****.** This Agreement does not constitute anemployment agreement between the Officer and the Company. Nothing in this Agreement shallaffect the Company’s right to terminate the Officer’s employment or position asan officer at any time, with or without cause. 

        **1.4****Effect on Other Benefits****.** Nothing in this Agreement shall modify, impairor otherwise affect the rights of the Officer to participate in or receive benefits underany other employee benefit plan of the Company, it being understood that the rights of theOfficer to participate in or receive benefits under any such plan shall be determined inaccordance with the provisions of such plan and shall not be affected by the provisions ofthis Agreement. 

ARTICLE II DEFINITIONS

        **2.1****Beneficiary** means the beneficiary or beneficiaries designated in writing by theOfficer on the form provided in Appendix B or, in default of such designation or thefailure of the designated beneficiaries to survive the Officer, the Officer’s estate. 

        **2.2****Board of Directors** means the Board of Directors of Alliant Energy Corporationor any committee of the Board which is designated by the Board of Directors, or permittedby the Bylaws of the Alliant Energy Corporation, to act on behalf of the Board ofDirectors. 

        **2.3****Continuous Employment******means the Officer’s last continuous period ofemployment with the Company immediately preceding the Officer’s retirement. If theOfficer has been continuously employed by the Company since the merger of IES IndustriesInc., WPL Holdings, Inc. and Interstate Power Company, the Officer’s ContinuousEmployment shall also include his or her last continuous period of employment with IESIndustries Inc., WPL Holdings, Inc. or Interstate Power Company, immediately preceding thedate of such merger. If the Officer’s Supplemental Benefit is computed by using aPrior Employer Benefit as set forth in Paragraph 3.1, part or all of the Officer’sservice with such prior employer(s) shall be treated as Continuous Employment asdetermined by the Board of Directors. 

        **2.4****Dependent Child or Children** means any child of the Officer who, on the date ofany payment under this Agreement, is 18 years of age or under, is 24 years of age or underand is a “student” as defined in Section 151(c)(4) of the Internal Revenue Code,or is a “substantially handicapped person.” The term “child” includesany naturally born or legally adopted child; provided, in the case of an adopted child,that the adoption became final prior to such child’s 18th birthday. The term“substantially handicapped person” includes any person who has a “physicalor mental impairment which substantially limits one or more major life activities,”as those terms are defined in 29 C.F.R. Section 32.3. 

        **2.5****Disabled** means the Officer has satisfied (and continues to satisfy) therequirements for receiving disability benefits under the terms of the Company’slong-term disability plan. 

        **2.6****Earnings** means the Officer’s base salary, bonus and/or annual incentivepay for personal services rendered to the Company. The Officer’s base salary shall betreated as Earnings in the period in which it would have been payable, regardless of anydeferral elections. The Officer’s bonus and/or annual incentive pay shall be treatedas Earnings in the calendar year in which it is earned, regardless of when it is paid. 

        **2.7****Final Average Earnings** means the Officer’s average monthly Earnings forthe three consecutive calendar years out of the Officer’s last ten calendar years ofemployment with the Company that yields the highest average. 

        **2.8Internal Revenue Code**means the Internal Revenue Code of 1986, as amended. 

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

        **2.10****Pension Plan** means any defined benefit pension plan of the Company or itssubsidiaries which is qualified under Section 401(a) of the Internal Revenue Code and fromwhich the Officer is entitled to a benefit. Pension Plan also means the nonqualifiedAlliant Energy Excess Retirement Plan from which the Officer may be entitled to a benefit. 

        **2.11****Prior Employer Benefit** means, as determined by the Board of Directors, part orall of the monthly amounts payable to the Officer or the Officer’s Surviving Spousefrom any of the Officer’s prior employers’ qualified or non-qualified definedbenefit pension or similar type of plans, which are attributable to the prioremployers’ contributions to such plans. 

        **2.12****Supplemental Benefit** means the benefit described in Paragraph 3.1 and payableto the Officer pursuant to Articles III, IV or V. 

        **2.13****Surviving Spouse** means the individual, if any, who is legally married to theOfficer at the time of the Officer’s death. 

ARTICLE III NORMAL RETIREMENTBENEFIT 

        **3.1Supplemental Benefit.**

    (a)                 Subject to the following provisions of this Article III, if the Officer remains          a full-time employee and remains a Company officer until his or her Normal          Retirement Date, the Officer shall receive a Supplemental Benefit equal to 60%          of the Officer’s Final Average Earnings, reduced by the sum of: