Exhibit 10.3                                                 As Executed


                               SYSTEM COORDINATION
                                       AND
                               OPERATING AGREEMENT



                                      Among

                               IES Utilities Inc.
                            Interstate Power Company
                         Wisconsin Power & Light Company
                             Alliant Services, Inc.

                                -April 11, 1997-


   <PAGE>

                             SYSTEM COORDINATION AND
                               OPERATING AGREEMENT
                                TABLE OF CONTENTS


   Article I

        Term of Agreement

   Article II

        Definitions

            2.01   Agent
            2.02   Agreement
            2.03   Capacity Commitments
            2.04   Capacity Commitment Charge
            2.05   Central Control Center
            2.06   Chief Executive Office (CEO)
            2.07   Company and Companies
            2.08   Company Capability
            2.09   Company Demand
            2.10   Company Hour Capability
            2.11   Company Load Responsibility
            2.12   Company Operating Capability
            2.13   Company Operating Reserve
            2.14   Company Peak Demand
            2.15   Day
            2.16   Economic Dispatch
            2.17   Energy
            2.18   Entitlement 
            2.19   Generating Unit
            2.20   Hour
            2.21   Intertransmission Facilities
            2.22   Joint Facilities Plan
            2.23   Joint Unit
            2.24   Margin
            2.25   Month
            2.26   Net Plant Capability
            2.27   Open Access Transmission Tariff
            2.28   Operating Committee
            2.29   Own Load
            2.30   Parent Company
            2.31   Planning Reserve Level
            2.32   Pool Energy
            2.33   Power
            2.34   Prorated Reserve Level
            2.35   Reserve Capacity (Company or System)
            2.36   Seller's Incremental Energy Cost
            2.37   System
            2.38   System Capability
            2.39   System Demand
            2.40   System Load Responsibility
            2.41   System Operating Capability
            2.42   System Operating Reserve
            2.43   System Peak Demand
            2.44   Total Energy Cost
            2.45   Transmission Services Organization
            2.46   Variable Energy Cost
            2.47   Year

   Article III

        Objectives

            3.01   Purpose

   Article IV

        Agent

            4.01   Responsibility of the Agent
            4.02   Delegation and Acceptance of Authority
            4.03   Reporting
            4.04   Delegation to the Transmission Services Organization
            4.05   Delegation to Services

   Article V

        Operating Committee

            5.01   Operating Committee

   Article VI

        Operations

            6.01   Planning and Authorization of Production Facilities
            6.02   Planning Reserve Levels
            6.03   Provision to Achieve Planning
            6.04   Capacity Sales and Purchases and Reserve Shortfalls
            6.05   Energy Exchanges Among Companies
            6.06   Energy Exchange Pricing
            6.07   Energy Exchanges with Non-Affiliated Utilities

   Article VII

        Transmission

            7.01   Availability of Intertransmission Facilities
            7.02   Availability of Direct Assignment Facilities
            7.03   Transmission Service Revenue
            7.04   Communications
            7.05   Network Transmission Service Reservation
            7.06   Point-to-Point Transmission Services
            7.07   Ancillary Services
            7.08   Intertransmission Facilities
            7.09   Transmission Losses

   Article VIII

        Central Control Center

            8.01   Central Control Center
            8.02   Expenses
            8.03   Communication and Other Facilities

   Article IX

        General

            9.01   Regulatory Authorization
            9.02   Effect on Other Agreements
            9.03   Schedules
            9.04   Measurements
            9.05   Billings
            9.06   Waivers
            9.07   Successors and Assigns; No Third Party Beneficiary
            9.08   Independent Contractors
            9.09   Responsibility and Liability
            9.10   Affiliate Transaction Pricing

        Schedules

            A      Joint Unit
            B      Company Units 
            C      Capacity Commitment Charge
            D      Payments and Receipts for Pool Energy 
                   Exchanges Among the Companies
            E      Distribution of Margin for Off-System Energy Purchases
                   and Sales
            F      Distribution of Operating Expenses of the Central Control
                   Center
            G      Transmission Revenue Allocation

   <PAGE>
                               SYSTEM COORDINATION
                                       AND
                               OPERATING AGREEMENT

                                      Among

                               IES Utilities, Inc.
                            Interstate Power Company
                         Wisconsin Power & Light Company

                             Alliant Services, Inc.

        THIS AGREEMENT is made and entered into this 11th day of
   April 1998, by and among IES Utilities, Inc., hereinafter called
   IES; Interstate Power Company, hereinafter called IPC; Wisconsin Power &
   Light Company, hereinafter called WPL; and Alliant Services, Inc.,
   hereinafter called Services; all of whose common stock is to be owned by
   Interstate Energy Corporation d/b/a Alliant Corporation.
        WHEREAS, IES, IPC, and WPL are the owners and operators of electric
   generation, transmission, and distribution facilities with which they are
   engaged in the business of generating, transmitting, and selling electric
   Energy to the general public and to other electric utilities; and
        WHEREAS, upon consummation of the merger transactions that will
   establish them as subsidiaries of Interstate Energy Corporation; the
   Companies can achieve a greater realization of economic benefits for their
   customers through operation as a single integrated and centrally
   dispatched system, and through a greater level of coordinated planning,
   construction, operation and maintenance of their electric supply
   facilities; and
        WHEREAS, the foregoing benefits will be more economically achieved
   and their attainment will be facilitated by having certain services
   performed by an agent for the Companies; and
        WHEREAS, the Companies believe that Services is qualified to perform
   such services for them, as Agent.
        NOW THEREFORE, in consideration of the premises and of the mutual
   covenants and agreements herein, the parties hereto mutually agree as
   follows:

                                    ARTICLE I

                                TERM OF AGREEMENT

        1.01       This Agreement shall become effective upon the
   consummation of the merger transactions described in the Agreement and
   Plan of Merger by and among WPL Holdings, Inc., IES Industries, Inc., and
   Interstate Power Company, or such later date as may be fixed by any
   requisite regulatory approval or acceptance for filing.  This Agreement
   shall continue in force and effect for a period of 5 Years from the
   effective date herein above described, and continue from Year to Year
   thereafter until terminated by one or more of the parties upon 5 Years
   written notice to the other parties.
        1.02       This Agreement will be reviewed periodically by the
   Operating Committee to determine whether revisions are necessary to meet
   changing conditions.  In the event that revisions are made by the parties
   hereto, and after requisite approval or acceptance for filing by the
   appropriate regulatory authorities, the Operating Committee will
   thereafter, for the purpose of ready reference to a single document,
   prepare for distribution to the Companies an amended document reflecting
   all changes in and additions to this Agreement with notations thereon of
   the date amended.

                                   ARTICLE II

                                   DEFINITIONS

        For the purpose of this Agreement and of the Service Schedules which
   are attached hereto and made a part hereof, the following definitions
   shall apply:
        2.01 Agent for the Companies shall be Services.
        2.02 Agreement shall be this Agreement with all attachments and
   schedules applying hereto and any amendments made hereafter.
        2.03 Capacity Commitment shall be generating capacity committed by a
   Company to provide capability for other Companies to attain their Planning
   or Prorated Reserve Levels, whichever shall be lower.
        2.04 Capacity Commitment Charge shall be the charge made by a Company
   supplying a Capacity Commitment to the Company receiving the Capacity
   Commitment.
        2.05 Central Control Center shall be a center operated by the Agent
   for the optimal utilization of System resources for the supply of Power
   and Energy.
        2.06 Chief Executive Officer (CEO) shall be the Chief Executive
   Officer of Interstate Energy Corporation.
        2.07 Company shall be one of the Interstate Energy Corporation
   operating companies and Companies shall be the Interstate Energy
   Corporation operating companies collectively.
        2.08 Company Capability shall be:
        (a) The sum of the Company net plant capability in megawatts, plus
        (b) The megawatt amount of purchases and exchanges without reserves,
   under contract from other systems; less
        (c) The megawatt amount of sales and exchanges without reserves,
   under contract to other systems.
        2.09 Company Demand shall be the demand in megawatts of all retail
   and wholesale power customers on whose behalf the Company, by statute,
   franchise, regulatory requirement, or contract, has undertaken an
   obligation to construct and operate its system to meet the reliable
   electric needs of such customers, integrated over a period of one hour,
   plus the losses incidental to that service.
        2.10 Company Hourly Capability for a Company shall be:
        (a) The megawatt amount of dependable capability of the Company's
   generating units on line, including its shares of Joint Units with
   associated Companies and its shares of joint units with non-associated
   companies, during the Hour; plus
        (b) The megawatt amount of capability available to the Company under
   contract from non-associated companies during the Hour; plus
        (c) The megawatt amount of capability available from other Companies
   in the form of Capacity Commitments during the Hour; less
        (d) The megawatt amount of capability available from the Company to
   non-associated companies under contract during the Hour; less
        (e) The megawatt amount of capability available from the Company to
   other Companies in the form of Capacity Commitments during the Hour.
        2.11 Company Load Responsibility shall be as follows:
        (a) Company Peak Demand; less
        (b) Interruptible load including direct load control included in (a)
   above; plus
        (c) The contractual amount of sales and exchanges including
   applicable reserves during the period to other systems; less
        (d) The contractual amount of purchases and exchanges including
   applicable reserves during the period from other systems.
        2.12    Company Operating Capability shall be the dependable net
   capability in megawatts of Generating Units of a Company carrying load or
   ready to take load.
        2.13    Company Operating Reserve shall be the excess of Company
   Operating Capability over Company Load Responsibility expressed in
   megawatts.
        2.14    Company Peak Demand for a period shall be the highest Company
   Demand for any hour during the period.
        2.15    Day shall be a continuous 24-Hour period beginning at
   midnight (0000).  NORMALLY CALLED MIDNIGHT AS MEASURED IN CENTRAL
   PREVAILING TIME.
        2.16    Economic Dispatch shall be the distribution of total
   generation requirements among alternative sources for system economy with
   due consideration of incremental generating costs, incremental
   transmission losses, and system reliability.
        2.17    Energy shall be a measure of work expressed in megawatt-hours
   (MWH).
        2.18    Entitlement Energy shall be the Energy from a Joint Unit to
   which a Company is entitled by reason of its ownership position in that
   unit, expressed in megawatt-hours.
        2.19    Generating Unit shall be an electric generator, together with
   its prime mover and all auxiliary and appurtenant devices and equipment
   designed to be operated as a unit for the production of electric Power and
   Energy.  The above is to include equipment necessary for connection to the
   transmission system.  The high side of the step-up transformer is the
   intended point of connection to the transmission system.
        2.20    Hour shall be a clock-hour.
        2.21    Intertransmission Facilities shall be those transmission
   facilities which are required for the effective utilization of System
   resources in the economic exchange of capacity and Energy among the
   Companies and with other systems.
        2.22    Joint Facilities Plan shall be the formal documented plan
   developed from time to time for all future Generating Units of the
   Companies and other resources and all additional Intertransmission
   Facilities.
        2.23    Joint Unit shall be any Generating Unit and its outlet
   transmission that is  jointly owned by two or more of the Companies.
        2.24    (a) Margin on Sales shall be the difference between: (1) the
   revenue from non-firm off-System Energy sales and (2) the Seller's
   Incremental Energy Cost incurred in making such sales.
        (b) Margin on Purchases shall be the difference between (1) the
   Buyer's Decremental Energy Value avoided as a result of non-firm off-
   System Energy purchases and (2) payments for non-firm off-System Energy
   purchases.
        (c) Margin for a given period shall be the sum of the amounts
   developed under 2.24  (a) and 2.24 (b).
        2.25    Month shall be a calendar Month consisting of the applicable
   24-hour periods as measured by Central Prevailing Time as required by the
   appropriate reliability region.
        2.26    Net Plant Capability shall be the capability measured in
   megawatts (MW) as tested by procedures agreed upon by the Operating
   Committee, and as required by the reliability region.
        2.27    Open Access Transmission Tariff (OATT) shall be the Open
   Access Transmission Tariff filed with the Federal Energy Regulatory
   Commission by Services on behalf of the Companies.
        2.28    Operating Committee shall be the organization established
   pursuant to Section 5.01 and whose duties are more fully set forth
   therein.
        2.29    Own Load shall be Energy required to meet Company Demand plus
   any off-System firm Energy served by the Company under contract existing
   as of the effective date of this agreement.
        2.30    Parent Company shall be Interstate Energy Corporation d/b/a
   Alliant Corporation.
        2.31    Planning Reserve Level shall be the megawatt amount of
   required Reserve Capacity for a Company, expressed as a percentage of its
   forecasted Company Load Responsibility.
        2.32    Pool Energy shall be the Energy supplied and sold by one
   Company to another Company to enable the purchasing Company to meet that
   portion of its Own Load that could not be served by the purchasing
   Company's other resources.
        2.33    Power shall be the rate of doing work and shall be expressed
   in megawatts (MW).
        2.34    Prorated Reserve Level shall be a percentage reserve level
   for each Company that when divided by that Company's Planning Reserve
   Level gives the same quotient as that for all other Companies.
        2.35    Reserve Capacity (Company or System) shall be that amount in
   megawatts by which Company or System Capability exceeds Company or System
   Load Responsibility.
        2.36    Seller's Incremental Energy Cost shall be the Variable Energy
   Cost or purchased Energy cost which a selling Company incurs in order to
   supply energy for resale.
        2.37    System shall be the interconnected coordinated electric
   generation and transmission systems of the Companies.
        2.38    System Capability shall be the arithmetical sum in megawatts
   of the individual Company Capabilities.
        2.39    System Demand shall be the arithmetical sum in megawatts of
   the individual Companies' clock-hour demand.
        2.40    System Load Responsibility shall be as follows:
            (a) System Peak Demand; less
            (b) Interruptible load including direct
   load control included in (a) above; plus
        (c) The arithmetic sum of all of the Companies' contractual amount
   of sales and exchanges with applicable reserves during the period to other
   systems; less
        (d) The arithmetic sum of all of the Companies' contractual amount
   of purchases and exchanges with applicable reserves during the period from
   other systems.
        2.41    System Operating Capability shall be the arithmetical sum in
   megawatts of the individual Company Operating Capabilities.
        2.42    System Operating Reserve shall be the arithmetical sum of the
   individual Company Operating Reserves, expressed in megawatts.
        2.43    System Peak Demand for a period shall be the highest System
   Demand for any hour during the period.
        2.44    Total Energy Cost shall be the total cost of all fuel
   consumed by the unit in such month divided by the net kilowatt hours that
   month plus an amount established by the Operating Committee to cover (1)
   the average production cost other than fuel and (2) the incremental
   transmission losses incurred in supplying the participant's on any other
   system.
        2.45    Transmission Services Organization shall be an organization
   within Services which is the Designated Agent for the Companies as
   Transmission Providers under the OATT.
        2.46    Variable Energy Cost shall be the incremental  delivered fuel
   cost for the last generated MW, variable O&M cost, any associated start up
   cost, incremental losses and relevant emissions cost.
        2.47    Year shall be a calendar Year.

                                   ARTICLE III

                                   OBJECTIVES

        3.01    Purpose
        The purpose of this Agreement is to provide the contractual basis for
   coordinated planning, construction, operation and maintenance of the
   System to achieve optimal economies, consistent with reliable electric
   service, reasonable utilization of natural resources, and environmental
   requirements.

                                   ARTICLE IV

                                      AGENT

        4.01    Responsibility of the Agent
        The Companies hereby designate Services as their Agent for the
   purpose of:
        (a) coordinating the planning, operating and maintaining of the
   Generating Units and Intertransmission Facilities of the Companies;
        (b) design and construction of the Joint Units; and
        (c) design, construction, operation and maintenance of the Central
   Control Center.
        4.02    Delegation and Acceptance of Authority
        The Companies hereby delegate to the Agent and the Agent hereby
   accepts responsibility and authority for the duties listed in Section 4.01
   and elsewhere in this Agreement.  The Agent shall perform each of those
   duties in consultation with the Operating Committee except as herein
   expressly established otherwise.
        4.03    Reporting
        The Agent shall provide periodic summary reports of its activities
   under this Agreement to the Companies and shall keep the Companies and the
   Operating Committee currently informed of situations or problems which may
   adversely affect the planning, construction, operation or maintenance of
   the System.  The Agent shall report to the Companies or to the Operating
   Committee in such additional detail as is requested on specific issues or
   projects under its supervision as Agent.
        4.04    Delegation to the Transmission Services Organization
        Services shall delegate to the Transmission Services Organization the
   responsibility and authority to act as Transmission Provider on behalf of
   the Companies for all of the requirements and purposes of the Open Access
   Transmission Tariff.
        4.05    Delegation to Services
        The Companies shall delegate to Services the responsibility and
   authority to act as Customer on behalf of the Companies for all of the
   requirements and purposes of the Open Access Transmission Tariff.

                                    ARTICLE V

                               OPERATING COMMITTEE

        5.01    Operating Committee
        The Operating Committee is the organization established to ensure the
   coordinated operation of the System by making recommendations to the CEO
   regarding operations under this Agreement, thereby providing the basis for
   the CEO's direction of the Agent in the performance of the Agent's duties
   under this Agreement.  The Operating Committee members will be designated
   by the CEO and shall consist of a chairperson, plus one representative
   from each Company plus one representative from the Agent.  Operating
   Committee decisions shall be by a majority vote of those present and shall
   be in the form of recommendations to the CEO.  However, any member not
   present may vest his vote with a proxy.  In any non-unanimous decision the
   principles of the difference shall be reported to the CEO.  The
   chairperson shall vote only in case of a tie.

                                   ARTICLE VI

                                   OPERATIONS

        6.01    Planning and Authorization of Production Facilities
        (a) Each Company shall forecast the generation requirements to meet
   its Load Responsibility and its Planning Reserve Level.
        (b) A current Joint Facilities Plan will be maintained that will
   provide for the current forecasted System Load Responsibility including
   the Planning Reserve Level.  The Generating Units and purchases identified
   in Schedule B shall be integrated into the plan.  
        (c) All Generating Units committed to and  placed in service after
   the effective date of this Agreement and all outside capacity purchases
   contracted after the effective date of this agreement shall be in
   accordance with the then current Joint Facilities Plan.  Joint Units shall
   be authorized by the Board of Directors of the Parent Company prior to the
   commencement of detailed engineering of the units.
        (d) For the purpose of this Agreement the Generating Units listed in
   Schedule B are not Joint Units.
        (e) The Company designated by the CEO shall be responsible for the
   staffing, operation and maintenance of each authorized Joint Generating
   Unit.
        6.02    Planning Reserve Levels
        The Operating Committee shall periodically review the Planning
   Reserve Level for each Company and recommend any modifications of such to
   the CEO.
        6.03    Provision to Achieve Planning Reserve Levels
        (a) Each Company shall own, or have available to it under contract,
   such generating capability and other facilities as are necessary to supply
   its Company Load Responsibility plus its Planning Reserve Level.
        (b) The Joint Facilities Plan shall be periodically reviewed and
   adjusted to provide the Companies their required Planning Reserve Levels. 
   Any Company with Reserve Capacity in excess of its Planning Reserve Level
   for a future Year shall offer to commit such excess capacity to Companies
   with insufficient Reserve Capacity to meet their Planning Reserve Level
   during that Year.  The deficit Companies if they choose to purchase such
   capacity shall make payments to the excess Companies each Month of the
   Year the commitment applies in the amount of the Capacity Commitment
   Charge in accordance with Schedule C.  In the event that the System
   Capability, including outside capacity purchases, is insufficient to meet
   such Planning Reserve Levels, the companies with excess capability shall
   commit only that excess capability to the companies with insufficient
   reserve capacity.
        (c) The Ownership percentages in future Generating Units are
   established in accordance with Schedule A, but may be reallocated in the
   Joint Facilities Plan by recommendation of the Operating Committee and
   authorization by the CEO.
        6.04    Capacity Sales and Purchases and Reserve Shortfalls
        (a) The Agent is hereby authorized to operate the system as a single
   control area and shall coordinate and assist the Companies in off-System
   capacity sales and purchases as may be required by the System to market
   excess System Capability or meet System Capability deficiencies.
        (b) All capacity purchases and sales effective beyond the effective
   date of this Agreement shall be coordinated by the Agent, recommended by
   the Operating Committee, and approved by the CEO.
        (c) The System Reserve Capacity shall be at the disposal of any
   Company requiring such capacity.  Should the System be short of capacity
   as a result of an emergency and be unable to purchase the deficit, each
   Company shall take such actions as are necessary to bring system load and
   generation into balance.
        6.05    Energy Exchange Among the Companies
        The Agent shall schedule System Energy output to obtain the lowest
   cost of Energy for serving System Demand consistent with each Company's
   operating and security constraints, including voltage control, stability,
   loading of facilities, operating guides as recommended by the Operating
   Committee and approved by the CEO, environmental requirements and
   continuity of service to customers.
        6.06    Energy Exchange Pricing
        For the purpose of pricing Energy exchange among the Companies,
   System resources shall be utilized to serve System requirements in the
   following order:
        (a) Those Generating Units which are designated not to be operated
   in the order of lowest to highest Variable Cost but are required due to
   Company operating constraints shall be allocated to the Company requiring
   the Generating Unit.
        (b) The lowest Variable Cost generation of each Company's capability
   shall first be allocated to serve its Own Load.
        (c) The next lowest Variable Cost portion of each Company's
   remaining capability shall be allocated to serve Pool Energy requirements
   of Companies under System Economic Dispatch.  Pool Energy shall be priced
   in accordance with Schedule D. 
        6.07    Energy Exchanges With Non-Affiliated Utilities The Agent
   shall coordinate and direct off-System purchases of Energy necessary to
   meet System requirements or improve System economies.  The Agent shall
   coordinate and direct off-System sales of Energy available after meeting
   all of the requirements of the System including the energy associated with
   contractual requirements for off-System capacity sales.  Any off-System
   economy Energy purchases or sales shall be implemented by decremental or
   incremental System Economic Dispatch as appropriate.  Any Margin on Energy
   purchases from off-System utilities or Margin on Energy sales to off-
   System utilities shall be distributed to the Companies in accordance with
   Schedule E.

                                   ARTICLE VII

                                  TRANSMISSION

        7.01    Availability of Intertransmission Facilities
        Each Company shall make its Intertransmission Facilities available to
   the Transmission System Operator.
        7.02    Availability of Direct Assignment Facilities
        Each Company shall make Direct Assignment Facilities available to the
   Transmission System Operator as may be required to provide transmission
   service to Non-Affiliated Utilities.
        7.03    Transmission Service Revenues  
        (a) The Companies shall share all transmission service revenues
   obtained from the use of the intertransmission facilities that comprise
   the IEC transmission system in proportion to their respective Company
   Transmission Revenue Requirements as shown on Schedule G.  The Schedule G
   Annual Transmission Revenue Requirements shall be revised whenever there
   is a change to the Annual Transmission Revenue Requirements in Attachment
   H to the IEC Open Access Transmission Tariff.
        (b) Revenues received for third-party use of Direct Assignment
   Facilities shall be distributed to the Companies owning such facilities.
        (c) The distribution to the Companies of revenues received for
   stranded costs received from third-party customers under the OATT shall be
   determined on a case-by-case basis.
        (d) The distribution to the Companies of revenues received for new
   facilities and redispatch costs received from third-party customers under
   the OATT shall be determined on a case-by-case basis.
        7.04    Communications
        All communications by the Companies with the Transmission Services
   Organization concerning the use of the transmission system shall be
   through the Open Access Same Time Information System.  This restriction
   does not apply to communications concerning (1) system operating problems;
   (2) emergency conditions; (3) the Network Operating Agreement and the
   status of a Company=s particular contracted for transaction; and (4)
   confidential or proprietary information.
        7.05    Network Transmission Service Reservation
        (a) Each Company shall join in a single reservation for Network
   Integration Transmission Service, to be submitted by Services to the TSO.
        (b) Each Company=s Network Loads shall be the Company Demand as
   defined in Section 2.09.
        (c) Each Company=s Network Resources shall be the Generating Units
   and Purchased Power Contracts as permitted by Section 30.1 of the Open
   Access Transmission Tariff, as reflected in Schedule B.
        (d) Services shall act as Customer Agent for the Companies for all
   transmission and ancillary service-related actions under the OATT.
        (e) Services shall bill each of the  Companies on a Load Ratio Share
   basis for the amount due to the TSO in each month for Network Services. 
   Payment for other services under the OATT may be directly assigned to a
   specific Company.
        7.06    Point-to-Point Transmission Services
        (a) Each Company shall enter into PTP Capacity Reservations, with
   Services acting as Agent, for all Load Responsibility that is not included
   in Company Peak Demand.
            (1)  The cost of Transmission on the IEC
   System for off-System capacity sales by a Company shall be borne by the
   selling Company.
            (2)  The cost of third-party PTP
   Transmission for off-System capacity sales by a Company shall be borne by
   the selling Company.
        (b) Services shall enter into firm and non-firm transmission service
   reservations with the TSO and third parties as may be required to enter
   into Energy Exchanges with Non-Affiliated Utilities.  The costs incurred
   for such transmission services shall be distributed to the Companies on
   the same bases as any Margin on Energy purchases or sales, in accordance
   with Schedule E.
        7.07    Ancillary Services
        (a) Each Company shall make Regulating, Spinning and Supplemental
   Reserve generating capacity available to the TSO to meet:
            (1)  each Company=s proportionate share of
   the Reserve Margin Requirements associated with the IEC Companies= Network
   Integration Transmission Service reservation, and
            (2)  such additional quantities of
   Regulating, Spinning and Supplemental Reserve generating capacity as may
   be requested by the TSO to meet the Minimum Operating Reserve Requirements
   of third-party Transmission Customers, and
            (3)  such additional quantities of
   Regulating, Spinning and Supplemental Reserve generating capacity as may
   be determined by the Company, TSO or by Services to be reasonable, prudent
   and necessary to accomplish the purposes of this Agreement, the OATT, and
   Regional Reliability Council rules, guidelines and agreements.
        (b)  Where revenues are received from Non-Affiliated Utilities for
   the provision of Operating Reserves, revenues for each type of service
   shall be distributed by the TSO on a Network Load Ratio basis unless a
   single Company is designated as the supplier in which case the revenues
   will be directly assigned to the supplying Company.
        (c) Revenues received for the provision of Scheduling and Reactive
   Power from Generation Sources Services shall be distributed by the TSO to
   the Companies on a Network Load Ratio basis unless and until a more
   appropriate cost allocation method is identified.
        (d) Revenues received from the TSO by Services for the provision of
   Energy Imbalance Service shall be distributed to the Companies in
   accordance with Schedule E, as Energy Exchanges With Non-Affiliated
   Utilities, after Services has first directly assigned revenues to each
   Company equal to the incremental costs incurred to provide this service.
        7.08    Intertransmission Facilities
        (a) The ownership of Intertransmission Facilities existing as of the
   effective date of this agreement shall be in accordance with ownership
   prior to this agreement.
        (b) The Agent shall make periodic studies of bulk Power supply
   transmission facilities and shall report to the Operating Committee the
   results of such studies including any additional Intertransmission
   Facilities identified as necessary.
        7.09    Transmission Losses
        Transmission losses occasioned by the transfer of Power and Energy
   among and between the Companies when recommended by the Operating
   Committee shall be determined and accounted for in accordance with the IEC
   Transmission Tariff and procedures developed by the Agent, recommended by
   the Operating Committee, and approved by the CEO.

                                  ARTICLE VIII

                             CENTRAL CONTROL CENTER

        8.01    Central Control Center
        The Agent shall provide and operate a Central Control Center
   adequately equipped and staffed to meet the requirements of the Companies
   for efficient, economical and reliable operation as contemplated by this
   Agreement.  
        8.02    Expenses
        All expenses for operation of the Central Control Center shall be
   paid by the Agent and billed monthly to each Company, in accordance with
   Schedule F.
        8.03 Communications and Other Facilities
        The Companies shall provide communications and other facilities
   necessary for:
        (a) The metering and control of the generating and transmission
   facilities;
        (b) The dispatch of electric Power and Energy; and
        (c) For such other purposes as may be necessary for optimum
   operation of the System.

                                   ARTICLE IX

                                     GENERAL

        9.01    Regulatory Authorization
        This Agreement is subject to certain regulatory approvals and each
   Company and the Agent shall diligently seek all necessary regulatory
   authorization for this Agreement.
        9.02    Effect on Other Agreements
        This Agreement shall not modify the obligations of any Company under
   any agreement between the Company and others not parties to this Agreement
   in effect at the date of this Agreement.
        9.03 Schedules
        The basis of compensation for the use of facilities and for the Power
   and Energy provided or supplied by a Company to another Company or
   Companies under this Agreement shall be in accordance with arrangements
   agreed upon from time to time among the Companies.  Such arrangements
   shall be in the form of Schedules, each of which, when signed by the
   parties thereto and approved or accepted by appropriate regulatory
   authority, shall become a part of this Agreement.
        9.04    Measurements
        All quantities of Power and Energy exchanged or flowing between the
   systems of the Companies, shall be determined by meters installed at each
   interconnection, unless otherwise agreed to by the Companies involved.
        9.05    Billings
        Bills for services rendered hereunder shall be calculated in
   accordance with applicable Schedules, and shall be issued on a monthly
   basis for services performed during the preceding month.
        9.06    Waivers
        Any waiver at any time by a Company of its rights with respect to a
   default by any other Company under this Agreement shall not be deemed a
   waiver with respect to any subsequent default of similar or different
   nature, nor shall it prejudice its right to deny waiver of similar default
   to a different Company.
        9.07    Successors and Assigns; No Third Party Beneficiary
        This Agreement shall inure to and be binding upon the successors and
   assigns of the respective parties hereto, but shall not be assignable by
   any party without the written consent of the other parties, except upon
   foreclosure of a mortgage or deed of trust.  Nothing expressed or
   mentioned or to which reference is made in this Agreement is intended or
   shall be construed to give any person or corporation other than the
   parties hereto any legal or equitable right, remedy or claim under or in
   respect of this Agreement or any provision herein contained, expressly or
   by reference, or any Schedule hereto, this Agreement, any such Schedule
   and any and all conditions and provisions hereof and thereof being
   intended to be and being for the sole exclusive benefit of the parties
   hereto, and for the benefit of not other person or corporation.
        It is contemplated by the parties that it may be appropriate from
   time to time to change, amend, modify or supplement this Agreement of the
   Schedules which are attached to this Agreement to reflect changes in
   operating practices or costs of operations or for other reasons.  This
   Agreement may be changed, amended, modified or supplemented by an
   instrument in writing executed by all of the parties after requisite
   approval on acceptance for filing by the appropriate regulatory
   authorities.
        9.08    Independent Contractors
        It is agreed among the Companies that by entering into this Agreement
   the Companies shall not become partners, but as to each other and to third
   persons, the Companies shall remain independent contractors in all matters
   relating to this Agreement.
        9.09    Responsibility and Liability
        The liability of the parties shall be several, not joint or
   collective.  Each party shall be responsible only for its obligations, and
   shall be liable only for its proportionate share of the costs and expenses
   as provided in this Agreement, and any liability resulting here from. 
   Each party hereto will defend, indemnify, and save harmless the other
   parties hereto from and against any and all liability, loss, costs,
   damages, and expenses, including reasonable attorney's fees, caused by or
   growing out of the gross negligence, willful misconduct, or breach of this
   Agreement by such indemnifying party.
        9.10    Affiliate Transaction Pricing
        The Companies and Services, having made certain commitments to the
   Federal Energy Regulatory Commission concerning transfer pricing among
   affiliates, agree as follows with respect to non-power goods and services:
   (1) the affiliates or associates of the public utility subsidiaries will
   not sell non-power goods or services to the public utility subsidiaries at
   a price above market price; and (2) sales of non-power goods or services
   by the public utility subsidiaries to their affiliates or associates will
   be at the public utility=s cost for such goods and services or the market
   value for such goods and services, whichever is higher. 
        In witness whereof, each of the Companies has caused this Agreement
   to be signed in its name and on its behalf by its President attested by
   its Secretary, both being duly authorized.

                                      IES UTILITIES, INC.
   Attest
   __________________________________ By_______________________________
   Secretary                              President


                                    INTERSTATE POWER COMPANY
   Attest

   __________________________________ By_______________________________
   Secretary                              President

                                    WISCONSIN POWER & LIGHT COMPANY
   Attest

   __________________________________ By_______________________________
   Secretary                              President

                                    ALLIANT SERVICES, INC.
   Attest

   __________________________________ By_______________________________
   Secretary                              President

   <PAGE>

                                       A-1
                                   SCHEDULE A
                                   JOINT UNIT

        10.01   Purpose
        The purpose of this Schedule is to provide the basis for the
   Companies' participation in Joint Units.
        10.02   Ownership (a) Every Joint Unit shall be owned by the
   Companies participating in the Joint Unit as tenants in common.  Ownership
   shares in each Joint Unit shall be allocated insofar as practical to
   achieve a Prorated Reserve level for all Companies participating in the
   unit.  The allocation shall be recommended by the Operating Committee and
   approved by the CEO prior to the time the unit is authorized by the Board
   of Directors of the Parent Company.  However, each Company participating
   shall own at least 25  megawatts of each Joint Unit unless otherwise
   agreed to by the Operating Committee.  Each Company shall be responsible
   for its prorata share of the costs of construction of the unit and shall
   contribute such funds to the Agent as billed.
        (b) When a new Joint Unit is installed at a site already occupied by
   one or more existing Generating Units the Agent, in consultation with the
   Operating Committee, shall identify any existing facilities that will be
   common to the new Joint Unit and the portion of the common facilities to
   be allocated to the new Joint Unit.  The owners of the new joint Unit
   shall compensate the owners of the existing common facilities for the use
   of those common facilities.

   <PAGE>

                                       A-2
        10.03   Contracts
        The Companies shall execute a joint ownership construction and
   operation and maintenance agreement for each Joint Unit, such agreement to
   set out all of the rights and obligations of the parties relating to the
   specific Joint Unit, including the allocation of fuel costs, the
   allocation of other operation costs and the allocation of maintenance
   costs among the owners.

                                    IES UTILITIES, INC.
   Attest
   __________________________________ By______________________________
   Secretary                              President

                                    INTERSTATE POWER COMPANY
   Attest

   __________________________________ By_______________________________
   Secretary                              President

                                    WISCONSIN POWER & LIGHT COMPANY
   Attest

   __________________________________ By_______________________________
   Secretary                              President

                                    ALLIANT SERVICES, INC.
   Attest

   __________________________________ By_______________________________
   Secretary                              President


   <PAGE>

                                       B-1

                                   SCHEDULE B

                                  IES UTILITIES

                            EXISTING GENERATING UNITS


   Station         Unit              Station           Unit

   Burlington        1               Grinnell CT        1
                                     Grinnell CT        2
   Prairie Creek     1*
   Prairie Creek     2               Marshalltown CT    1
   Prairie Creek     3               Marshalltown CT    2
   Prairie Creek     4               Marshalltown CT    3

   Sutherland Station  1             Red Cedar Cogen    1**
   Sutherland Station  2
   Sutherland Station  3             Ames Diesel        1
                                     Ames Diesel        2
   Sixth Street Station 2
   Sixth Street Station 4            Centerville Diesel   1
   Sixth Street Station 7            Centerville Diesel   2
   Sixth Street Station 8            Centerville Diesel   3

   Burlington CT     1               Marshalltown Diesel  1
   Burlington CT     2               Marshalltown Diesel  2
   Burlington CT     3
   Burlington CT     4               Lakehurst Dam      1
                                     Lakehurst Dam      2
   Centerville CT    1
   Centerville CT    2               Anamosa Hydro      1

   Agency Street CT  1               Iowa Falls Hydro   1
   Agency Street CT  2
   Agency Street CT  3
   Agency Street CT  4


    *  Retired in October 1995; will be replaced during 1997
   **  Operational during the 2nd quarter of 1996

   <PAGE>

                                       B-2

                                   SCHEDULE B


                                  IES UTILITIES

                            EXISTING GENERATING UNITS

                                  JOINTLY OWNED


        Station               Unit

   Duane Arnold Energy Center  1         Note:  Jointly owned with Central
                                              Power Cooperative and Corn Belt
                                              Power Cooperative

   Ottumwa                     1         Note:  Jointly owned with
                                              MidAmerican Energy

   Neal                        3         Note:  Jointly owned with
                                              MidAmerican Energy; operated by
                                              MidAmerican Energy

   <PAGE>

                                       B-3

                                   SCHEDULE B


                                  IES UTILITIES

                        EXISTING PURCHASE POWER CONTRACTS

   Year          Company               MW          Type           

   1996     Ottumwa Hydro               1      System Firm

   1996     Union Electric             80      System Firm

   1996     Basin Electric             50      Unit Participation


   1997     Ottumwa Hydro               1      System Firm

   1997     Union Electric             60      System Firm

   1997     Basin Electric             75      Unit Participation


   1998     Ottumwa Hydro               1      System Firm

   1998     Basin Electric            100      Unit Participation

   <PAGE>

                                       B-4

                                   SCHEDULE B


                            INTERSTATE POWER COMPANY

                            EXISTING GENERATING UNITS


                       Station              Unit

                       Lansing                1
                       Lansing                2
                       Lansing                3
                       Lansing                4

                       ML Kapp                1
                       ML Kapp                2

                       Dubuque                1
                       Dubuque                2
                       Dubuque                3

                       Fox Lake               1
                       Fox Lake               2
                       Fox Lake               3

                       Lime Creek CT          1
                       Lime Creek CT          2

                       Montgomery CT          1

                       Fox Lake CT            4

                       Dubuque Diesel         1
                       Dubuque Diesel         2

                       Lansing Diesel         1
                       Lansing Diesel         2

                       Hills Diesel           1

                       Rushford Diesel        1

                       New Albin Diesel       1

   <PAGE>

                                       B-5

                                   SCHEDULE B


                            INTERSTATE POWER COMPANY

                            EXISTING GENERATING UNITS

                                  JOINTLY OWNED


   Station   Unit

   Neal      4            Note:     Jointly owned with MidAmerican Energy,
                                    Cornbelt Power Coop, Algona Municipal,
                                    Cedar Falls Municipal, North Iowa
                                    Municipal Electric Coop Assoc., Northwest
                                    Iowa Power Coop, and Northwestern Public
                                    Service Company; operated by MidAmerican
                                    Energy.

   Louisa    1            Note:     Jointly owned with MidAmerican Energy,
                                    Central Iowa Power Cooperative, and the 
                                    Municipals of: Waverly, Geneseo,
                                    Eldridge, Tipton and Harlan; operated by
                                    MidAmerican Energy.

   <PAGE>

                                       B-6

                                   SCHEDULE B


                            INTERSTATE POWER COMPANY

                        EXISTING PURCHASE POWER CONTRACTS


   Year        Company                    MW         Type          

   1996     Northwest Iowa Power Coop     25    Unit Participation

   1996     Windom                         3    Unit Participation

   1996     United Power Association     100    Unit Participation

   1996     Minnesota Power               55    Unit Participation

   1996     MidAmerican Energy           100    Unit Participation


   1997     Northwest Iowa Power Coop     25    Unit Participation

   1997     Windom                         3    Unit Participation

   1997     United Power Assoc.          100    Unit Participation

   1997     Minnesota Power               55    Unit Participation

   1997     MidAmerican Energy           100    Unit Participation


   1998     Northwest Iowa Power Coop     25    Unit Participation

   1998     Windom                         3    Unit Participation

   1998     United Power Assoc.          100    Unit Participation

   1998     Minnesota Power               55    Unit Participation

   1998     MidAmerican Energy           100    Unit Participation


   <PAGE>

                                       B-7

                                   SCHEDULE B


                         WISCONSIN POWER & LIGHT COMPANY

                            EXISTING GENERATING UNITS


                       Station               Unit

                       Edgewater               3

                       Nelson Dewey            1
                       Nelson Dewey            2

                       Rock River              1
                       Rock River              2

                       Blackhawk               3
                       Blackhawk               4

                       Rock River CT           3
                       Rock River CT           4
                       Rock River CT           5
                       Rock River CT           6

                       Sheepskin CT            1

                       South Fond du Lac CT    2
                       South Fond du Lac CT    3

                       Prairie du Sac Hydro   1-8

                       Kilbourn Hydro         1-4

                       Janesville Hydro        1

                       Rockton Hydro           1

                       Beloit Blackhawk Hydro  1

                       Shawano Hydro           1


   <PAGE>

                                       B-8

                                   SCHEDULE B


                         WISCONSIN POWER & LIGHT COMPANY

                            EXISTING GENERATING UNITS

                                  JOINTLY OWNED


   Kewaunee           1        Note:  Jointly owned with Wisconsin Public
                                    Service Corporation (WPS) and Madison Gas
                                    & Electric (MGE); operated by WPS.

   Columbia           1        Note:  Jointly owned with WPS and MGE.

   Columbia           2        Note:  Jointly owned with WPS and MGE.

   Edgewater          4        Note:  Jointly owned with WPS.

   Edgewater          5        Note:  Jointly owned with Wisconsin Electric
                                    Power Company (WEP).
   South Fond 
    du Lac CT         1        Note:  Owned by Wisconsin Public Power
                                    Inc. (WPPI); operated by WPL.

   Petenwell Hydro    1        Note:  Jointly owned by WPL, WPS and
                                    Consolidated Paper Company; operated by
                                    Wisconsin River Power Company.

   Castle Rock Hydro  1        Note:  Jointly owned by WPL, WPS and
                                    Consolidated Paper Company; operated by
                                    Wisconsin River Power Company.

   <PAGE>

                                       B-9

                                   SCHEDULE B


                         WISCONSIN POWER & LIGHT COMPANY

                        EXISTING PURCHASE POWER CONTRACTS


              Year        Company                 MW        Type      

              1996    Minnesota Power             30    System Firm

              1996    Commonwealth Edison         50    System Firm

              1996    Basic Electric             140    System Firm


              1997    Minnesota Power             30    System Firm

              1997    Commonwealth Edison         75    System Firm


              1998    Minnesota Power             75    System Firm

              1998    Commonwealth Edison         90    System Firm

   <PAGE>

                                       C-1

                                   SCHEDULE C

                           CAPACITY COMMITMENT CHARGE

        11.01  Purpose
        The purpose of this Schedule is to establish the basis for Capacity
   Commitments between the Companies and the rates for the Capacity
   Commitment Charge and associated energy.
        11.02  Basis for Capacity Commitment
        Prior to January 1 of each year (or more frequently if mutually
   agreed to by the companies) companies will review their capacity
   requirements for the coming year to determine whether they have excess
   system capacity available (AExcess Companies@) or whether they are in a
   deficit system capacity condition (ADeficit Companies@).  Excess Companies
   will reserve such system capacity for use by Deficit Companies for a
   period of 30 days.  If a Deficit Company wishes to purchase system
   capacity from an Excess Company it shall so notify the Excess Company to
   negotiate an agreement for purchase of the excess system capacity.  If an
   Excess Company has not received a request to purchase the excess capacity
   from a Deficit Company within 30 days, the Excess Company shall have the
   right to sell its excess capacity to any interested third party.
        11.03  Provisions for Capacity Commitment Charge
        The monthly Capacity Commitment Charge shall be at a rate no higher
   than the prevailing market price for equivalent capacity delivered to the
   IEC System, but in no case more than the embedded cost price cap for
   capacity supplied by the Excess Company. The embedded cost price cap will
   be determined by applying the following formula:
                                       C-2
             A =  (1/12) [(BxC) + E] (F/D)
             Where:
             A =  Monthly Capacity Commitment Charge for the company
                  providing capacity
             B =  Levelized fixed charge rate for the committing Company
                  providing capacity including:

                  a.  Current cost of capital
                  b.  Sinking fund depreciation
                  c.  Property taxes
                  d.  Property insurance
                  e.  Income taxes and
                  f.  Applicable state gross receipts taxes

             C =  Total Plant Fixed cost of capacity provided as of December
                  31 of the year prior to the year of the Capacity
                  Commitment.

             D =  Rated net dependable capability of capacity provided in
                  megawatts.

             E =  Annual Plant Fixed O&M Cost (to be determined by the
                  Operating Committee).

             F =  Megawatts of capacity provided.

        The capacity used to determine the Monthly Capacity Commitment charge
   will be a weighted mix of the non nuclear generation units.
        11.04     Contracts
        The Companies shall execute an agreement for each such commitment of
   capacity, where such agreement will set out all of the pertinent costs,
   rights, and obligations of the parties relating to this transaction and
   file such contract with the Federal Energy Regulatory Commission as a
   supplement to this Agreement.
                                       C-3

                                 IES UTILITIES, INC.
   Attest

   _____________________________ By_______________________________
   Secretary                     President

                                 INTERSTATE POWER COMPANY
   Attest

   _____________________________ By_______________________________
   Secretary                     President

                                 WISCONSIN POWER & LIGHT COMPANY

   Attest

   _____________________________ By_______________________________
   Secretary                     President

                                 ALLIANT SERVICES, INC.
   Attest

   _____________________________ By_______________________________
   Secretary                     President

   <PAGE>

                                       D-1

                                   SCHEDULE D

                 PAYMENTS AND RECEIPTS FOR POOL ENERGY EXCHANGES

                               AMONG THE COMPANIES
        13.01     Purpose
        The purpose of this Schedule is to provide the basis for determining
   payments and receipts among the Companies for Pool Energy exchanges.
        13.02     Hourly Calculations
        The payments and receipts of Section 13.03 are calculated Hourly, but
   are accumulated and billed Monthly among the Companies.
        13.03     Receipts and Payments
        A selling Company shall receive from a purchasing Company the
   Seller's Variable Energy Cost for Pool Energy sold.  Where Pool Energy is
   purchased simultaneously by more than one Company these charges shall be
   prorated in proportion to the megawatt-hours of Pool Energy purchased by
   each buyer.

                                 IES UTILITIES, INC.
   Attest

   _____________________________ By__________________________________
   Secretary                         President

                                 INTERSTATE POWER COMPANY
   Attest

   _____________________________ By__________________________________
   Secretary                       President

                                       D-2

                            WISCONSIN POWER & LIGHT COMPANY

   Attest

   _____________________________ By__________________________________
   Secretary                       President

                             ALLIANT SERVICES, INC.
   Attest

   _____________________________ By__________________________________
   Secretary                       President

   <PAGE>

                                       E-1

                                   SCHEDULE E


                      DISTRIBUTION OF MARGIN FOR OFF-SYSTEM

                           ENERGY PURCHASES AND SALES

        14.01     Purposes
        The purpose of this Schedule is to establish the basis for
   distributing among the Companies the Margin on off-System Energy purchases
   and sales.
        14.02     Off-System Energy Purchases
        Any Margin on off-System Energy purchases during an hour shall be
   distributed to the Companies in proportion to the megawatt-hours of
   generation reduced by each Company during the Hour as a result of the
   purchases.
        14.03     Off-System Energy Sales
        Any Margin on off-System Energy sales during an hour shall be
   distributed to the Companies in proportion to the energy generated by each
   Company for the sales.

                               IES UTILITIES, INC.
   Attest

   _____________________________ By__________________________________
   Secretary                       President

                            INTERSTATE POWER COMPANY
   Attest

   _____________________________ By___________________________________
   Secretary                       President

                                       E-2

                         WISCONSIN POWER & LIGHT COMPANY
   Attest

   _____________________________ By____________________________________
   Secretary                       President

                             ALLIANT SERVICES, INC.
   Attest

   _____________________________ By____________________________________
   Secretary                       President

   <PAGE>

                                       F-1

                                   SCHEDULE F


                       DISTRIBUTION OF OPERATING EXPENSES

                          OF THE CENTRAL CONTROL CENTER

        15.01     Purpose
        The purpose of this Schedule is to provide a basis for the
   distribution among the Companies of the costs incurred by the Agent in
   operating the Central Control Center.
        15.02     Costs
        Costs for the purpose of this Schedule shall include all costs
   incurred in maintaining and operating the Central Control Center
   including, among others, such items as salaries, wages, rentals, the cost
   of materials and supplies, interest, taxes, depreciation, transportation,
   travel expenses, consulting, and other professional services.
        15.03     Distribution of Costs
        All costs shall be billed by Agent to the Companies in proportion to
   the firm kilowatt hour electric sales for the preceding calendar year with
   the following exception.  In the event the Central Control Center makes a
   study or performs a special service in which all Companies are not thus
   proportionately interested, any resulting cost shall be distributed to the
   interested parties in accordance with the standard procedures of Agent
   authorized by the United States Securities and Exchange Commission,
   subject to the Commitments made by the Companies to the Federal Energy
   Regulatory Commission set forth in Section 9.10.

                                       F-2
        (b)  Costs incurred by Services and the Transmission Services
   Organization shall be distributed to the Companies in proportion to their
   respective Company Transmission Revenue Requirements as shown on
   Schedule G.

                               IES UTILITIES, INC.
   Attest
   ______________________________ By________________________________
   Secretary                       President

                            INTERSTATE POWER COMPANY
   Attest

   ______________________________ By_________________________________
   Secretary                       President


                         WISCONSIN POWER & LIGHT COMPANY
   Attest

   ______________________________ By_________________________________
   Secretary                       President

                              ALLIANT SERVICES, INC.
   Attest

   ______________________________ By__________________________________
   Secretary                       President


   <PAGE>

                                       G-1

                                   SCHEDULE G


                         TRANSMISSION REVENUE ALLOCATION

        16.01     Purpose
        The purpose of this section is to provide a basis for the allocation
   of transmission revenues among the Companies in proportion to the costs
   included by each Company in the Annual Transmission Revenue Requirement
   shown on Attachment H to the IEC Open Access Transmission Tariff.
        16.02     Company Transmission Revenue Requirements
        Until modified by the Companies, the Annual Transmission Revenue
   Requirement of each Company shall be:
        IES Utilities Inc.:               $ 33,700,000
        Interstate Power Company:         $ 20,900,000
        Wisconsin Power & Light Company:  $ 27,600,000
        Total IEC Companies:              $ 82,200,000
        16.03     Modification of Revenue Requirements
        Services shall modify the Company and Total IEC Transmission Revenue
   Requirements from time to time, but no less frequently than whenever the
   Annual Transmission Revenue Requirement shown on Attachment H to the IEC
   Open Access Transmission Tariff is modified.

                                       G-2

                               IES UTILITIES, INC.

   Attest
   _______________________________ By_______________________________
   Secretary                       President

                            INTERSTATE POWER COMPANY
   Attest

   _______________________________ By________________________________
   Secretary                       President

                         WISCONSIN POWER & LIGHT COMPANY
   Attest

   _______________________________ By________________________________
   Secretary                       President

                             ALLIANT SERVICES, INC.
   Attest

   _______________________________ By________________________________
   Secretary                       President