EXHIBIT 10.1


                  SUPPLEMENTAL RETIREMENT AGREEMENT


      This Supplemental Retirement Agreement is made this ____ day
of ____________, 2000, by and between _________________ (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.

      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 calendar year in which it is paid, regardless of when it
is earned.  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.

      2.6  Eligible Officer means Chairmana Chief Executive
Officer, President, or Executive Vice President of Alliant Energy
Corporation.

      2.7  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.

      2.8  Internal 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 or the 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 its subsidiaries which is qualified under Section
401(a) of the Internal Revenue Code and from which the Officer is
entitled to a benefit.

      2.11 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.

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

      2.13 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 and an Eligible Officer of
the Company 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:

                (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

                (iii)the monthly amount of the Officer's Prior
           Employer Benefit. See Appendix B for Prior Employer
           Offset.

The Supplemental Benefit shall be paid in 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 continuing for the lifetime of the Officer,
except as otherwise provided in Paragraph 3.3.

           (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.

                (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.

      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.

      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 one quarter of one percent
 (.25%) for each month by which the date on which the Officer
 retires precedes his or her Normal Retirement Date; provided,
 however, that there shall be no reduction if the Officer has been
 an Eligible Officer with the Company for ten or more years after
 April 21, 1998.

      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.

                              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

                (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.

      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.  Beneficiary designation shown on Appendix C.

                            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.

                              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.


                             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.

      12.2 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.

      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.




                               Executive's Name

                               By
                                  ----------------------
                               Alliant Energy Corporation