EXHIBIT 10.1


                  SUPPLEMENTAL RETIREMENT AGREEMENT


      This Supplemental Retirement Plan ("SRP")_agreement is made this ____
day of ____________, 2002, by and between  [insert name] (the "Officer") and
Alliant Energy Corporation (the "Company").

                        W I T N E S S E T H:
                        --------------------

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

      WHEREAS, the Company and the Officer have heretofore entered into one or
more agreements (the "Prior Agreements") providing supplemental retirement,
deferred compensation or similar 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 the Prior Agreements;

      NOW, THEREFORE, the parties agree that the Prior Agreements are hereby
amended and restated as follows:

                              ARTICLE I
                         SCOPE OF AGREEMENT
                         ------------------

      1.1  Effect on Prior Agreements.  This Agreement shall supersede and
      -------------------------------
replace the Prior Agreements, effective as of the date of this Agreement, and
the parties shall thereafter 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 an agreement which is binding on the Company and which takes effect in the
event of a change in control, such agreement shall supersede and control over
the provisions of this Agreement in the event of any conflict between the two.

      1.3  No Contract of Employment.  This Agreement does not constitute an
      ------------------------------
employment agreement between the Officer and the Company.  Nothing in this
Agreement shall affect the Company's right to terminate the Officer's
employment or position as an officer at any time, with or without cause.

<PAGE>

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

                             ARTICLE II
                             DEFINITIONS
                             -----------

      2.1  Board of Directors means the Board of Directors of Alliant Energy
      -----------------------
Corporation or any committee of the Board which is designated by the Board of
Directors, or permitted by the Bylaws of the Alliant Energy Corporation, to
act on behalf of the Board of Directors.

      2.2  Continuous Employment means the Officer's last continuous period of
      --------------------------
employment with the Company immediately preceding the Officer's retirement.
If the Officer has been continuously employed by the Company since the merger
of IES Industries Inc., WPL Holdings, Inc. and Interstate Power Company, the
Officer's Continuous Employment shall also include his or her last continuous
period of employment with IES Industries Inc., WPL Holdings, Inc. or
Interstate Power Company, and their respective subsidiaries, immediately
preceding the date of such merger.  If the Officer's Supplemental Benefit is
computed by using the Officer's Prior Employer Benefit as set forth in
Paragraph 3.1, the Officer's service with such prior employers shall also be
treated as Continuous Employment.

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

      2.4  Disabled means the Officer has satisfied (and continues to satisfy)
      -------------
the requirements for receiving disability benefits under the terms of the
Company's long-term disability plan.

      2.5  Earnings means the Officer's base salary, bonus and/or annual
      -------------
incentive pay for personal services rendered to the Company.  The Officer's
base salary shall be treated as Earnings in the period in which it would have
been payable, regardless of any deferral elections.  The Officer's bonus
and/or annual incentive pay shall be treated as Earnings in the calendar year
in which it is earned, regardless of when it is paid.

                                       2
<PAGE>

      2.6  Final Average Earnings means the Officer's average monthly Earnings
      ---------------------------
for the three consecutive calendar years out of the Officer's last ten
calendar years of employment with the Company that yields the highest
average.  If the Officer has been employed by the Company for fewer than
three calendar years, the Officer's Final Average Earnings shall be the
Officer's average monthly Earnings for all of his or her completed calendar
years of employment with the Company.

      2.7  Internal Revenue Code means the Internal Revenue Code of 1986, as
      --------------------------
amended.

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

      2.9  Pension Plan means any defined benefit pension plan of the Company
      -----------------
or its subsidiaries which is qualified under Section 401(a) of the Internal
Revenue Code and from which the Officer is entitled to a benefit.

      2.10 Prior Employer Benefit means the monthly amounts payable to the
      ---------------------------
Officer or the Officer's Surviving Spouse from any of the Officer's prior
employers' qualified or non-qualified defined benefit pension or similar type
of plans, which are attributable to the prior employers' contributions to
such plans.

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

      2.12 Surviving Spouse means the individual, if any, who is legally
      ---------------------
married to the Officer at the time of the Officer's death.

                             ARTICLE III
                      NORMAL RETIREMENT BENEFIT
                      -------------------------

      3.1  Supplemental Benefit.
      --------------------------

Subject to the following provisions of this Article III, if the Officer
remains a full-time employee, has five or more years of Continuous
Employement as an Officer,  and remains an  Officer of the Company until his
or her Normal Retirement Date, the Officer shall receive a Supplemental
Benefit equal to 50% of the Officer's Final Average Earnings, reduced by the
sum of:

                (i)    the monthly benefit payable to the Officer from the
                       Pension Plan;

           plus

                (ii)   the monthly benefit payable to the Officer from the
                       nonqualified Excess Retirement Plan;

                                       3
<PAGE>

           plus

                (iii)  the monthly amount of the Officer's Prior Employer
                       Benefit.

The Supplemental Benefit shall be paid in (i) equal monthly installments,
commencing on the first day of the month following the Officer's retirement
from the Company as both an Officer and an employee and ending when 216
monthly payments have been made to the Officer -, (ii) an immediate single
lump sum, or (iii) a single lump sum deferred in accordance with the
provisions of the Alliant Energy Key Employee Deferred Compensation Plan
("KEDCP").  The Officer must indicate the desired form of payment by
submitting a distribution election form to [insert contact for completed
election forms] at least 12 months before his or her expected benefit
commencement date.  If no election is on file, the default election is the
monthly installment option described in (i) above.

If the Officer elects to defer his or her benefit as described in (iii)
above, the benefit will be considered eligible compensation for participant
deferrals (according to Article 4.1 of the KEDCP) and the provisions and
procedures set forth in the KEDCP will apply regarding participant elections,
investment options, and election for payment of benefits [currently requires
24 months for election change to be valid].

           (a)  For the purposes of Subparagraph (a), the amount of the
Officer's monthly benefit from the Pension Plan shall be determined as follows:

                (i)   If the Officer receives a joint and survivor annuity from
           the Pension Plan and the Officer's Surviving Spouse is the joint
           annuitant, the Officer's monthly benefit from the Pension Plan
           shall be the monthly amount payable to the Officer under such joint
           and survivor annuity.

                (ii)  If the Officer receives a single life annuity from the
           Pension Plan, the Officer's monthly benefit from the Pension Plan
           shall be the monthly amount payable to the Officer under such
           single life annuity.

                (iii) If the Officer receives any other form of payment from
           the Pension Plan, such other form of payment shall be converted to
           an actuarially equivalent single life annuity, using the actuarial
           assumptions then in use for such purpose under the Pension Plan,
           and the Officer's monthly benefit from the Pension Plan shall be
           the monthly amount that would be payable to the Officer under such
           single life annuity.

                (iv)  If a portion of the Officer's benefits under the Pension
           Plan have been awarded to an Alternate Payee pursuant to a
           qualified domestic relations order, as defined in Section 414(p) of
           the Internal Revenue Code, the Officer's monthly benefit from the
           Pension Plan shall be deemed to be the amount that would have been
           payable to the Officer if no such order had been entered.

                                       4
<PAGE>

                (v)   The Officer's monthly benefit from the Pension Plan shall
           be determined as though it had commenced on the same date as the
           Officer's Supplemental Benefit, regardless of when the Officer's
           Pension Plan benefit actually commences.

                (vi)  Any increase in the monthly amount of the Officer's
           Pension Plan benefit shall correspondingly reduce the monthly
           amount of the Officer's Supplemental Benefit unless the Board of
           Directors provides by resolution that the Supplemental Benefit
           shall not be so reduced.

          (b)   For the purposes of Subparagraph (a), the monthly amount of the
                Officer's Prior Employer Benefit shall be determined, and
                shall be included in the computation of the Supplemental
                Benefit, in the sole and absolute discretion of the Board of
                Directors.

          (c)   The lump sum payment amount provided under this Section shall
                be determined by converting the monthly installment benefit
                described in this Section into an actuarially equivalent
                lump-sum value, using the SRP lump-sum discount rate, which
                will be based on the lessor of (i) the 12-month average of
                10-year Treasury Yields (meaning Federal Reserve U.S. Treasury
                ten-year actively traded securities) in effect as of the
                beginning of the fiscal year in which the lump sum benefit
                commences or (ii) the FAS interest rate in effect as of the
                beginning of the fiscal year in which the lump sum benefit
                commences.  The mortality table shall be the same table as
                then in use for determining lump sums under the Alliant Energy
                Cash Balance Pension Plan.  The Board of Directors, however,
                reserve the right to modify this rate for eligible executives
                at its discretion, provided that the Board shall give 12
                months' notice before increasing the discount rate (thereby
                giving Officers the opportunity to make new distribution
                elections should they so choose).

      3.2  Officer's Death After Receiving Twelve Years of Benefit Payments.
      ----------------------------------------------------------------------
If the Officer dies after receiving at least 144 monthly Supplemental Benefit
payments, the Officer's Supplemental Benefit shall terminate upon the
Officer's death (with the full monthly payment being made for the month in
which such death occurs), and the Company shall have no further obligation to
make any payments under this Article.

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<PAGE>

      3.3  Officer's Death Prior to Receiving Twelve Years of Benefit Payments.
      -------------------------------------------------------------------------

           (a)  If the Officer dies after the commencement of Supplemental
Benefit payments but prior to receiving 144 monthly payments, the Officer's
Surviving Spouse (if any) shall continue to receive the monthly payments
determined under Paragraph 3.1 until the date on which the Officer and such
Surviving Spouse have received a total of 144 monthly payments.  If both the
Officer and the Officer's Surviving Spouse die before they have received a
total of 144 monthly payments, the monthly payments determined under
Paragraph 3.1 shall continue to be paid to the Officer's Dependent Children
until a total of 144 monthly Supplemental Benefit payments have been made to
the Officer, the Officer's Surviving Spouse, and the Officer's Dependent
Children.

           (b)  Payments under this Paragraph 3.3 shall be made only to the
Officer's Surviving Spouse and Dependent Children, and in no event shall such
payments be made to the estate or heirs of the Officer, to the estates or
heirs of the Officer's Surviving Spouse or Dependent Children, or to any
persons other than the Officer's Surviving Spouse or Dependent Children.  If
a payment to Dependent Children is due on a date when there is more than one
Dependent Child, such payment shall be equally divided among those persons
who qualify as Dependent Children on the date the payment is due.  If the
Officer is deceased and there are no individuals who qualify as the Officer's
Surviving Spouse or Dependent Children on the date a payment is due, the
Company shall have no further obligation to make payments under this Article.

                             ARTICLE IV
                      EARLY RETIREMENT BENEFIT
                      ------------------------

      4.1  Supplemental Benefit.  If the Officer retires at or after age 55
      -------------------------
 but prior to his or her Normal Retirement Date with ten or more years of
 Continuous Employment, the Officer shall receive the Supplemental Benefit
 described in Article III commencing on the first day of the month following
 the Officer's retirement from the Company as both an Officer and an
 employee.  If the Officer's Supplemental Benefit begins prior to age 62, the
 monthly amount shall be reduced by five twelfths of  one percent (.4167%) for
 each month by which the date on which the Officer retires precedes his or her
 Normal Retirement Date-

      4.2  Payment of Benefit.  The amount payable under this Article IV shall
      -----------------------
 be calculated and paid in the same manner, and shall be subject to the same
 conditions and limitations, as the benefit described in Article III.

                                       6
<PAGE>

                              ARTICLE V
                         DISABILITY BENEFIT
                         ------------------

      5.1  Supplemental Benefit.  If the Officer becomes Disabled prior to his
      -------------------------
or her termination of employment with the Company, and continues to be
Disabled until he or she would have been entitled to a Supplemental Benefit
under Articles III or IV, the Officer shall be eligible to receive a
Supplemental Benefit commencing on the first day of the month following the
date on which the Officer ceases to be entitled to disability benefits under
the Company's long-term disability plan.  The amount payable under this
Article V shall be calculated and paid in the same manner, and shall be
subject to the same conditions and limitations, as the benefit described in
Article III (if the Officer ceases to be entitled to disability benefits at
or after his or her Normal Retirement Date) or in Article IV (if the Officer
ceases to be entitled to disability benefits prior to his or her Normal
Retirement Date but after becoming entitled to a Supplemental Benefit under
Article IV).

      5.2  Cessation of Disability. If the Officer becomes Disabled while
      ----------------------------
employed as an Eligible Officer the Company, but ceases to be Disabled prior
to the date on which he or she would have been entitled to a Supplemental
Benefit under Section 5.1, the period during which the Officer was Disabled
shall be included in the Officer's period of Continuous Employment if (and
only if):

           (a)  the Officer resumes full-time employment with the Company as
      an Eligible Officer within 30 days after he or she ceased to be
      Disabled; and

           (b)  the Officer continues in such employment until he or she
      becomes entitled to a Supplemental Benefit under Articles III or IV.

                             ARTICLE VI
                     PRERETIREMENT DEATH BENEFIT
                     ---------------------------

      6.1  Death Benefit.
      -------------------

           (a)  If the Officer dies prior to termination of his or her
employment with the Company, the Officer's Surviving Spouse (if any) shall
receive a death benefit equal to 60% of the Officer's Final Average Earnings,
reduced by the sum of:

                (i)   the monthly benefit payable to the Officer from the
                      Pension Plan;

           plus

                (ii)  the monthly benefit payable to the Officer from the
                      nonqualified Excess Retirement Plan;

           plus

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<PAGE>

                (iii) the monthly amount of the Officer's Prior Employer
                      Benefit.

The death benefit payable under this Article VI shall be paid in equal
monthly installments, commencing within 30 days after the Officer's death and
ending when 144 monthly payments have been made to the Officer's Surviving
Spouse.

           (b)  For the purposes of Subparagraph (a), the amount of the
Surviving Spouse's monthly benefit from the Pension Plan shall be determined
as follows:

                (i)   The Surviving Spouse's monthly benefit from the Pension
           Plan shall be the monthly amount payable to the Surviving Spouse in
           the form of a single life annuity.  If the Surviving Spouse
           receives any other form of payment under the Pension Plan, such
           other form of payment shall be converted to an actuarially
           equivalent single life annuity, using the actuarial assumptions
           then in use for such purpose under the Pension Plan, and the
           Surviving Spouse's monthly benefit from the Pension Plan shall be
           the monthly amount that would be payable to the Surviving Spouse
           under such single life annuity.

                (ii)  If a portion of the Officer's or the Surviving Spouse's
           Pension Plan benefit has been awarded to an Alternate Payee
           pursuant to a qualified domestic relations order, as defined in
           Section 414(p) of the Internal Revenue Code, the Surviving Spouse's
           monthly benefit from the Pension Plan shall be deemed to be the
           amounts that would have been payable to the Surviving Spouse if no
           such order had been entered.

                (iii) The Surviving Spouse's monthly benefit from the Pension
           Plan shall be determined as though it had commenced on the same
           date as the Surviving Spouse's death benefit, regardless of when
           such benefit payments actually begin.

                (iv)  Any increase in the monthly amount of the Surviving
           Spouse's Pension Plan benefit shall correspondingly reduce the
           monthly amount of the Surviving Spouse's death benefit unless the
           Board of Directors provides by resolution that the death benefit
           shall not be so reduced.

           (c)  For the purposes of Subparagraph (a), the monthly amount of
the Officer's Prior Employer Benefit shall be determined, and shall be
included in the computation of the Surviving Spouse's death benefit, in the
sole and absolute discretion of the Board of Directors.

                                       8
<PAGE>

      6.2  Surviving Spouse's Death Prior to Receiving Twelve Years of Benefit
      ------------------------------------------------------------------------
Payments.
---------

           (a)  If there is no Surviving Spouse when the Officer dies, or if
the Officer's Surviving Spouse dies prior to the receipt of 144 monthly
payments, the monthly payments described in Paragraph 6.1 shall be paid (or
continue to be paid) to the Officer's Dependent Children until a total of 144
monthly Supplemental Benefit payments have been made to the Officer's
Surviving Spouse and Dependent Children.

           (b)  Payments under this Article VI shall be made only to the
Officer's Surviving Spouse and Dependent Children, and in no event shall such
payments be made to the estate or heirs of the Officer's Surviving Spouse and
Dependent Children or to any persons other than the Officer's Surviving
Spouse and Dependent Children.  If a payment to Dependent Children is due on
a date when there is more than one Dependent Child, such payment shall be
equally divided among those persons who qualify as Dependent Children on the
date the payment is due.  If there are no individuals who qualify as the
Officer's Surviving Spouse and Dependent Children on the date a payment is
due, the Company shall have no further obligation to make payments under this
Article.

                             ARTICLE VII
                    POSTRETIREMENT DEATH BENEFIT
                    ----------------------------

      7.1  Death Benefit.  If the Officer dies subsequent to the commencement
      ------------------
of Supplemental Benefit payments under Articles III, IV or V, the Company
shall pay a death benefit to the Officer's beneficiary.  Such benefit shall
be in addition to the benefits paid to the Officer and the Officer's
Surviving Spouse or Dependent Children under Articles III, IV or V; however,
no death benefit shall be payable under this Article VII if the Officer's
death causes a beneficiary or the estate of the Officer to receive a death
benefit under the disability premium waiver provision of the Company's group
life insurance plan, or if the Officer dies before retirement.

      7.2  Amount of Death Benefit.  The death benefit payable pursuant to
      ----------------------------
Paragraph 7.1 shall be an amount equal to 100% of the Officer's Final Average
Earnings, as determined for the purpose of calculating the amount of the
Officer's benefits under Article III, IV, or V, whichever is applicable.

      7.3  Payment of Death Benefit.  The Postretirement Death Benefit shall
      -----------------------------
be paid to the beneficiary or beneficiaries designated in writing by the
Officer or, in default of such designation or the failure of the designated
beneficiaries to survive the Officer, to the Officer's estate.  The death
benefit payable under this Article shall be paid in a single sum, within 30
days after the date the proper beneficiary has been identified.

                                       9
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                            ARTICLE VIII
           TERMINATION OF EMPLOYMENT OR LOSS OF POSITION
           ---------------------------------------------

      8.1  Termination of Employment.  If the Officer is discharged by the
      ------------------------------
Company for any reason, or if the Officer's employment with the Company
terminates prior to the date the Officer becomes entitled to a Supplemental
Benefit under Articles III or IV for any reason other than the Officer's
death or disability, the Officer (and his or her Surviving Spouse, Dependent
Children, or other beneficiaries) shall forfeit any and all rights to receive
benefits under this Agreement.

      8.2  Loss of Position as Officer.  The Officer shall be eligible for
      --------------------------------
benefits under this Agreement only while holding the position of Eligible
Officer in the Company.  Except as otherwise provided in Article V (relating
to Disability), if the Officer ceases to hold such a position prior to the
Officer's termination of employment, the Officer (and his or her Surviving
Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all
rights to receive benefits under this Agreement unless the Officer retires
with a right to an immediate benefit under Article III or IV within 30 days
after the loss of such position.

                             ARTICLE IX
                               FUNDING
                               -------

      9.1  Unsecured Obligation.  The Company's obligations under this
      -------------------------
Agreement are an unsecured promise to make benefit payments in the future,
and nothing herein shall be construed as giving the Officer or his or her
beneficiaries any right, title, interest or claim in or to any specific
asset, fund, reserve, account or property owned by the Company, or in which
the Company has any right, title or interest, either now or in the future.
The rights of the Officer and his or her beneficiaries to receive payments
under this Agreement shall be solely those of unsecured general creditors of
the Company.

      9.2  "Rabbi" Trust.  This Agreement is intended to be unfunded for the
      ------------------
purposes of the Internal Revenue Code and the Employee Retirement Income
Security Act of 1974, as amended.  However, nothing in this Agreement shall
preclude the Company from establishing a trust (of the type commonly known as
a "rabbi trust") to assist it in meeting its obligations under this
Agreement.  If a rabbi trust was established with respect to the Officer's
Prior Agreements, this Agreement shall be substituted for the Prior
Agreements for all purposes of such trust, and any reference in such trust to
the Prior Agreements shall be deemed to be a reference to this Agreement.

                                       10
<PAGE>

                              ARTICLE X
                           ADMINISTRATION
                           --------------

      10.1 Administration and Interpretation.  The Board of Directors has sole
      --------------------------------------
and exclusive discretion to interpret the provisions of this Agreement, and
any such interpretation shall be final and binding upon the Officer unless it
is found by a court of competent jurisdiction to have been arbitrary and
capricious.  The Board of Directors may adopt such rules and regulations
relating to the administration of this Agreement as it may deem necessary or
advisable.

      10.2 Claims Procedure.  If the Officer or the Officer's beneficiary
      ---------------------
(hereinafter referred to as a "Claimant") is denied any benefit under this
Agreement, he or she may file a claim with the Board of Directors.  The Board
of Directors shall notify the Claimant within 90 days of its allowance or
denial of the claim, unless the Claimant receives written notice from the
Board of Directors prior to the end of such 90 day period that special
circumstances require an extension of the time for decision, which extension
shall not exceed an additional 90 days.  The notice of the Board of
Directors' decision shall be in writing sent by mail to Claimant's last known
address and, if a denial of the claim, and shall contain:

           (a)  the specific reasons for the denial;

           (b)  specific references to pertinent provisions of this Agreement
      on which the denial is based; and

           (c)  if applicable, a description of any additional information or
      material necessary to perfect the claim, an explanation of why such
      information or material is necessary and an explanation of the claim
      review procedure.

      10.3 Review Procedure.
      ----------------------

           (a)  A Claimant is entitled to request a review of any denial of
his or her claim for a benefit.  The request for review must be submitted to
the Board of Directors in writing within 60 days of mailing of the notice of
the denial.  Absent a request for review within the 60 day period, the claim
will be deemed to have been conclusively denied.

           (b)  The review shall be conducted by the Board of Directors, which
shall afford the Claimant a hearing and the opportunity to review all
pertinent documents and submit issues and comments orally and in writing.
The Board of Directors shall render a decision within 60 days after receipt
of a request for a review; provided, that in special circumstances (such as
the necessity of holding a hearing) the Board of Directors may extend the
time for decision by not more than 60 days upon written notice to the
Claimant.  The Claimant shall receive written notice of the Board of
Directors' decision, together with specific reasons for the decision and
references to the pertinent provisions of this Agreement which form the basis
for the decision.

                                       11
<PAGE>

                             ARTICLE XI
                      AMENDMENT AND TERMINATION
                      -------------------------

      11.1 By the Parties.  Except as provided in Paragraph 11.2, this
      -------------------
Agreement may not be amended or terminated except by a written instrument
signed by both parties.

      11.2 By the Company.  At any time prior to the Officer's termination of
      -------------------
employment with a right to receive benefit payments under this Agreement,
this Agreement may be terminated or amended by action of the Board of
Directors in its sole and absolute discretion, without any notice to or the
consent or approval of the Officer; provided, that:

           (a)  this Agreement may not be amended or terminated by the Board
      of Directors unless a similar amendment or termination is made with
      respect to all similar agreements between the Company and its Eligible
      Officers; and

           (b)  this Agreement may not be amended or terminated in a manner
      that would reduce or impair the Officer's right to receive payment of
      his or her Accrued Benefit if the Officer subsequently retires under
      circumstances that would have entitled the Officer to a benefit if this
      Agreement had not been amended or terminated.  For the purposes of this
      Subparagraph (b), the Officer's "Accrued Benefit" is an amount equal to
      one-fifteenth of the Supplemental Benefit the Officer would have been be
      entitled to receive at retirement if this Agreement had not been amended
      or terminated, multiplied by the Officer's years of Continuous
      Employment (up to a maximum of 15 years) on the date the Agreement is
      amended or terminated.

Subject to the foregoing, the right of the Board of Directors to amend or
terminate this Agreement shall include the absolute discretion to make any
amendment prospective or retroactive in application.

                             ARTICLE XII
                        RESTRICTIVE COVENANT
                        --------------------

      12.1 Covenant Not to Compete.  Notwithstanding anything in this
      ----------------------------
Agreement to the contrary, it is expressly agreed that all payments under
this Agreement shall terminate, and that the Company shall have no further
obligation under this Agreement, upon any violation of the provisions of
Paragraph 12.2.  Payments pursuant to this Agreement are intended to serve as
consideration for this covenant not to compete.

                                       12
<PAGE>

      12.2 Scope of Covenant.  If, during the period set forth herein and
      ----------------------
within the service area in which the Company or any of its affiliated
companies provides utility services (or in the case of any non-utility
business, within the geographic area served by such business), the Officer
accepts employment with or becomes a consultant to, or the Officer becomes a
partner or shareholder in, any business that is in competition with the
business of the Company or any of its affiliated companies, and the Officer
fails to terminate such position within 30 days after notice from the Board
of Directors of the violation of this covenant not to compete, the Officer
and the Officer's beneficiaries shall forfeit all rights to future payments
under this Agreement.  However, the Officer may hold up to a five percent
interest in any company that is traded on the New York Stock Exchange,
American Stock Exchange or other national or over-the-counter exchange
without violating the provisions of this Paragraph 12.2.  Any violation of
the provisions set forth above during the period commencing on the date of
the Officer's termination of employment with the Company and ending on the
third anniversary of such date shall constitute a violation of this Article
and shall result in the termination of all future payments under this
Agreement.  The determination of the Board of Directors as to whether a
business is in competition with the Company and whether the competition is
occurring in the geographic area designated above shall be controlling for
purposes of this Agreement.

      12.3 Reasonableness of Restrictions.  The Officer agrees that the
      -----------------------------------
restrictions set forth in this Article XII including, but not limited to, the
time period and the geographical area of such restrictions are fair and
reasonable and are reasonably required for the protection of the interests of
the Company and its affiliated companies.  In the event that, notwithstanding
the foregoing, any of the provisions of this Article XII shall be held to be
invalid or unenforceable, the remaining provisions thereof shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
parts had not been included.  In the event that any provision of this Article
XII relating to the time period and/or the areas of restriction shall be
declared by a court of competent jurisdiction to exceed the maximum time
period or areas such court deems reasonable and enforceable, the time period
and/or areas of restriction deemed reasonable and enforceable by said court
shall become and thereafter be the maximum time period and/or areas.

                            ARTICLE XIII
                         GENERAL PROVISIONS
                         ------------------

      13.1 Assignability of Benefits.  Neither the Officer nor his or her
      ------------------------------
beneficiaries shall have the power to transfer, assign, anticipate, mortgage
or otherwise encumber any right to receive a payment in advance of such
payment, and any attempted transfer, assignment, anticipation, mortgage or
encumbrance shall be void.  No payment shall be subject to seizure for
payment of public or private debts, judgments, alimony or separate
maintenance, or be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.

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

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<PAGE>

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

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

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

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



                               _____________________________________________
                               [insert name]

                               By___________________________________________
                               Alliant Energy Corporation


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<PAGE>

                       SUPPLEMENTAL RETIREMENT AGREEMENT
                                  APPENDIX A
                                  ----------



Prior Agreements:
None



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