EXHIBIT 10.2

                           ALLIANT ENERGY CORPORATION

                              CONSULTING AGREEMENT

                                       FOR

                              WAYNE H. STOPPELMOOR

          THIS  AGREEMENT  by  and  between  Alliant  Energy  Corporation  f/k/a
Interstate  Energy  Corporation,  a Wisconsin  corporation (the "Company"),  and
Wayne H.  Stoppelmoor  (the  "Consultant"),  dated as of the 21st day of  April,
1998.

          WHEREAS,  the merger of WPL Holdings,  Inc., IES Industries  Inc., and
Interstate  Power  Company (the  "Merger") is to be  consummated  as of the date
hereof (the "Merger Date"); and

          WHEREAS,  the  Consultant  recently  retired  as the  chief  executive
officer of Interstate Power Company; and

          WHEREAS,  the Company wishes to provide for the continuing services to
the Company of the  Consultant  following  the Merger Date,  and the  Consultant
wishes to serve the Company in the capacity of a consultant following the Merger
Date, on the terms and conditions set forth in this Agreement:

          NOW, THEREFORE, it is hereby agreed as follows:

          1. Consulting Period. The Company shall engage the Consultant, and the
Consultant shall serve the Company as a consultant,  on the terms and conditions
set forth in this  Agreement,  for the period  commencing on the Merger Date and
ending on the date  immediately  preceding the third  anniversary  of the Merger
Date,  or if earlier,  on the last day of the month in which  occurs the date of
the  Consultant's  death or his permanent and total  disability (the "Consulting
Period").

          2. Consulting Duties.

          a.  Consultancy.  The Consultant  shall be prepared to serve and shall
serve as a consultant to the Chief Executive Officer of the Company,  performing
such consulting  services as the Chief Executive Officer may reasonably  request
from time to time, for the compensation described in Section 3 hereof.

          b. Duties.  During the Consulting  Period, the Consultant shall devote
the necessary time and effort required to perform his duties hereunder and shall
report to the Chief Executive Officer of the Company. The Consultant's  services
hereunder shall be performed



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primarily  at the  executive  offices of the Company  located in Dubuque,  Iowa,
subject to such reasonable business travel as shall be appropriate.

          c. Office.  For the  performance of the duties  provided  herein,  the
Consultant  shall be  provided an  executive  office,  with  shared  secretarial
support,  at the executive offices of the Company located in Dubuque,  Iowa, for
the Consulting Period.

          d. Director Status. The Consultant shall remain eligible to serve as a
director of the  Company  during the  Consulting  Period and shall serve as Vice
Chairman of the Board during the first two years of the Consulting  Period,  but
during the Consulting  Period,  the Consultant  shall not be eligible to receive
any retainers or fees  otherwise  payable to the Consultant in his capacity as a
director of the Company.  Notwithstanding the foregoing, the Consultant shall be
eligible  to  participate  in the  Directors  Charitable  Award  Program and the
Directors Life Insurance  Program to the extent such programs are offered during
his term as a director of the Company.

          3. Consulting Fee.

          a.  Annual  Retainer.  The  Consultant  shall  receive  an annual  fee
("Annual  Retainer") payable monthly in arrears,  of $324,500 during each of the
first two years of the Consulting  Period. The Retainer for the third year shall
be  $200,000,  payable as  described  above.  The Annual  Retainer is subject to
upward adjustment by the Board of Directors of the Company.

          b.  Additional  Compensation.  During  the  first  two  years  of  the
Consulting   Period,   the  Consultant  shall  be  eligible  to  participate  in
compensation  plans equivalent to those provided by the Company for the Chairman
of the  Company's  Board of  Directors  and the Chief  Executive  Officer of the
Company,  subject to the final  approval of the  Compensation  Committee  of the
Board of Directors of the Company.

          c. Expense  Reimbursement;  and  Conferences.  The Consultant shall be
reimbursed for reasonable expenses incurred in the performance of his consulting
duties  hereunder  when such expenses are  submitted in accordance  with Company
rules and  procedures.  The Consultant is requested to attend,  on behalf of the
Company, the EEI Annual Meeting and the South West Electric Conference.

          d. Death or Disability. Upon the death or disability of the Consultant
during the Consulting Period, the Company shall pay to the Consultant or, in the
case of the  Consultant's  death, to the Consultant's  designated  beneficiaries
(or, if there is no such beneficiary,  to the Consultant's  surviving spouse, or
if the  Consultant is not survived by a spouse,  to the  Consultant's  estate or
legal representative),  in a lump sum, in cash within thirty (30) days after the
date of death or disability,  the sum of the following amounts:  (1) any portion
of the  Consultant's  consulting fee that has been earned but not yet been paid;
and (2) any unreimbursed expenses.

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          4. Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent
or limit  the  Consultant's  (and/or  the  Consultant's  spouse  or  dependants)
continuing or future  participation,  as a retired senior  executive  officer of
Interstate Power Company, in any plan,  program,  policy or practice provided by
Interstate Power Company for the benefit of its retired senior  executives,  for
which the Consultant may qualify,  nor shall anything in this Agreement limit or
otherwise  affect such rights as the  Consultant  may have, as a retired  senior
executive  officer,  under any contract or agreement  with the Company or any of
its  affiliated  companies,   including  without  limitation,  any  supplemental
retirement  benefit  and any  business  or  travel  accident  insurance  plan or
program.  Vested  benefits and other  amounts that the  Consultant  is otherwise
entitled,  as a retired  senior  executive  officer,  to receive under any plan,
policy,  practice or program of, or any contract or agreement  with, the Company
or any of its affiliated  companies on or after the Merger Date shall be payable
in  accordance  with the terms of each such  plan,  policy,  practice,  program,
contract or agreement, as the case may be. The Consultant agrees that during the
Consulting  Period he shall not be entitled to any benefits as an  "employee" of
the  Company  or its  affiliated  companies  or to  participate  in any  plan or
arrangement  offered to "employees" of the Company or its affiliated  companies,
except for the  benefits  the  Consultant  is  entitled  to receive as a retired
senior executive officer of Interstate Power Company.

          5. Confidential Information.  The Consultant shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data relating to the Company or any of its affiliated companies and
their respective businesses that the Consultant obtained during the Consultant's
employment by Interstate  Power Company or any of its affiliated  companies,  or
during the Consulting  Period, and that is not public knowledge (other than as a
result of the Consultant's disclosure of such information). The Consultant shall
not  communicate,  divulge or disseminate  Confidential  Information at any time
during the  Consulting  Period,  or during the five (5) year period  thereafter,
except with the prior written consent of the Company or as otherwise required by
law or legal process. In no event shall any asserted violation of the provisions
of this Section  constitute a basis for  deferring  or  withholding  any amounts
otherwise payable to the Consultant under this Agreement.

          6. Tax Payments and Reporting.

          a. The  Consultant  recognizes  that the payments  provided under this
Agreement  including without limitation those provided pursuant to Section 3 may
result in taxable income to the Consultant  which the Company will report to its
appropriate taxing authorities. The Consultant agrees that he is not an employee
of the Company and further  agrees to pay all necessary and  appropriate  income
and  self-employment  taxes on such income as an independent  contractor and, in
the  event a  taxing  authority  on audit  (or  otherwise)  recharacterizes  the
Consultant's relationship with the Company as an employee/employer  relationship
rather than an independent  contractor  arrangement,  the  Consultant  agrees to
reimburse  the  Company  in an amount  equal to the amount of any tax refund the
Consultant  may receive as a result of such  recharacterization.  The Consultant
shall  cooperate  fully with


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the Company in  resisting  any efforts any taxing  authority  may  undertake  to
recharacterize  the Consultant's  relationship  with the Company as other than a
consulting arrangement.

          b.  Notwithstanding  any other  provision  of this  Agreement,  if any
portion of any payment or award  pursuant to this  Agreement,  (in the aggregate
"Total Payments"), would constitute an "excess parachute payment," under Section
280G of the  Internal  Revenue  Code of 1986 as amended  (the  "Code")  then any
Additional  Compensation  to be paid or awarded to the  Consultant  pursuant  to
Section  3(b) of this  Agreement  shall be  reduced  such  that the value of the
aggregate Total Payments that the Consultant is entitled to receive shall be One
Dollar ($1) less than the maximum  amount  which the  Consultant  is entitled to
receive  without  becoming  subject to the tax  imposed by Section  4999 (or any
successor  provision)  of the Code or which the Company may pay without  loss of
deduction  under Section 280G(a) of the Code (or any successor  provision).  For
purposes of this Agreement,  the terms "excess parachute payment" and "parachute
payment"  shall have the  meanings  assigned to them in Section 280G of the Code
(or any successor  provision),  and such "parachute  payment" shall be valued as
provided  therein.  Present  value  for  purposes  of this  Agreement  shall  be
calculated  in  accordance  with Section  1274(d) of the Code (or any  successor
provision).  Within  fifteen  (15) days  following  notice by the Company to the
Consultant  of its belief  that  there is a payment or award due the  Consultant
which  will  result in an  excess  parachute  payment,  the  Consultant  and the
Company,  at the Company's expense,  shall obtain the opinion (which need not be
unqualified)  of  nationally  recognized  tax counsel  selected by the Company's
independent  auditors and  acceptable to the  Consultant in his sole  discretion
(which may be regular outside counsel to the Company),  which opinion sets forth
(i) the amount of the Base Period  Income,  (ii) the amount and present value of
Total  Payments and (iii) the amount and present  value of any excess  parachute
payments  determined  without regard to the limitations of this paragraph (b) of
Section 6. As used in this  Agreement,  the term "Base Period  Income"  means an
amount equal to the  Consultant's  "annualized  includable  compensation for the
base  period" as defined in  Section  280G(d)(1)  of the Code (or any  successor
provision).  For purposes of such opinion,  the value of any noncash benefits or
any deferred payment or benefit shall be determined by the Company's independent
auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code (or any successor provisions),  which determination shall be evidenced in a
certificate  of such auditors  addressed to the Company and the  Consultant.  If
such opinion  determines that there would be an excess  parachute  payment,  any
Additional  Compensation  determined  by such counsel to be  includable in Total
Payments  shall be reduced or  eliminated  as  specified  by the  Consultant  in
writing  delivered to the Company within thirty (30) days of his receipt of such
opinion  or, if the  Consultant  fails to so  notify  the  Company,  then as the
Company shall reasonably determine,  so that under the bases of calculations set
forth in such opinion  there will be no excess  parachute  payment.  In no event
shall the operation of this  paragraph  result in a reduction of Total  Payments
below the amount of the Annual  Retainer  specified in paragraph  3(a).  If such
legal  counsel so  requests  in  connection  with the  opinion  required by this
paragraph (b) of Section 6, the Consultant and the company shall obtain,  at the
Company's  expense,  and the legal counsel may rely on in providing the opinion,
the advice of a firm of recognized executive compensation  consultants as to the
reasonableness of any item of compensation to be received by the Consultant.  If
the  provisions  of  Sections  280G  and  4999


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of the Code (or any successor provisions) are repealed without succession,  then
this paragraph (b) of Section 6 shall be of no further force or effect.

          c. If,  notwithstanding  the provisions of paragraph (b) of Section 6,
it is ultimately  determined by a court or pursuant to a final  determination by
the Internal  Revenue  Service that any portion of Total  Payments is subject to
the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor
provision),  the Company shall pay to the  Consultant an additional  amount (the
"Gross-Up  Payment") such that the net amount  retained by the Consultant  after
deduction of any Excise Tax and any interest  charges or penalties in respect of
the  imposition  of such Excise Tax (but not any federal,  state or local income
tax) on the Total  Payments,  and any  federal,  state and local  income tax and
Excise Tax upon the payment  provided  for by this  paragraph  (c) of section 6,
shall be equal to the Total Payments.  For purposes of determining the amount of
the Gross-Up Payment, the Consultant shall be deemed to pay federal income taxes
at the highest  marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality of the Consultant's
domicile for income tax purposes on the date the Gross-Up  Payment is made,  net
of the maximum  reduction in federal  income taxes which could be obtained  from
deduction of such state and local taxes.

          7.  Attorneys'  Fees. The Company  agrees to pay, as incurred,  to the
fullest extent permitted by law, all legal fees and expenses that the Consultant
may reasonably  incur as a result of any contest  (regardless of the outcome) by
the Company,  the Consultant or others of the validity or  enforceability  of or
liability  under,  or otherwise  involving,  any  provision  of this  Agreement,
together with  interest on any delayed  payment at the  applicable  federal rate
provided  for in Section  7872(f)(2)(A)  of the  Internal  Revenue  Code (or any
successor provision).

          8. Successors.

          a. This Agreement is personal to the Consultant and, without the prior
written consent of the Company, shall not be assignable by the Consultant.  This
Agreement  shall inure to the benefit of and be enforceable by the  Consultant's
legal representatives.

          b. This  Agreement  shall inure to the benefit of and be binding  upon
the Company and its successors and assigns.

          c.  The  Company  shall  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the  Company  would  have been  required  to  perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such  successor  that assumes and agrees to
perform this Agreement, by operation of law or otherwise.



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          9. Full  Settlement.  The  Company's  obligation  to make the payments
provided for in, and otherwise to perform its obligations  under, this Agreement
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim,  right or action  that the Company may have  against  the  Consultant  or
others.  The amounts  payable by the Company under this  Agreement  shall not be
offset or reduced by any amounts otherwise receivable by the Consultant from any
source.

          10.  Indemnification.   The  Company  shall,  to  the  fullest  extent
permitted by Iowa law,  indemnify  the  Consultant  from,  and hold him harmless
against,  any  and all  liabilities,  costs  and  expenses  (including,  without
limitation, fees and expenses of legal counsel and/or other experts) incurred by
reason of any claim,  suit or action brought  against the Consultant as a direct
or indirect result of any act,  omission,  or failure to act, by or on behalf of
the Consultant  while providing the services  contemplated by this Agreement for
the Company or for any  affiliate  thereof,  except for any act or omission that
constitutes  willful gross  misconduct by the Consultant.  The obligation of the
Company  under this Section 10 shall be in addition to and not in  derogation of
any other  indemnification by the Company that the Consultant may be entitled to
under other  arrangements  with the Company or any affiliate of the Company,  or
any  coverage the  Consultant  is entitled to under any  directors  and officers
insurance policy maintained by the Company or any affiliate of the Company.

          11. Miscellaneous.

          a. This  Agreement  shall be governed by, and  construed in accordance
with, the laws of the State of Iowa, without reference to principles of conflict
of laws. The captions of this  Agreement are not part of the  provisions  hereof
and shall have no force or effect. This Agreement may not be amended or modified
except by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

          b. All notices and other  communications under this Agreement shall be
in  writing  and  shall be  given  by hand  delivery  to the  other  party or by
facsimile, addressed as follows:

          If to the Consultant:

          Mr. Wayne H. Stoppelmoor
          7798 Timmerman Drive
          East Dubuque, Illinois  61025

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          If to the Company:

          Interstate Energy Corporation
          222 West Washington Avenue
          P.O. Box 2568
          Madison, Wisconsin  53701-2568
          Attn:  General Counsel

or to such other  address as either  party  furnishes to the other in writing in
accordance  with  this  paragraph  (b).  Notices  and  communications  shall  be
effective when actually received by the addressee.

          c.  The  invalidity  or  unenforceability  of any  provision  of  this
Agreement shall not affect the validity or enforceability of any other provision
of this  Agreement.  If any provision of this Agreement shall be held invalid or
unenforceable  in part, the remaining  portion of such provision,  together with
all other  provisions of this Agreement,  shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.

          d. The  Consultant's  or the  Company's  failure to insist upon strict
compliance  with any provision of, or to assert any right under,  this Agreement
shall not be deemed  to be a waiver of such  provision  or right or of any other
provision of or right under this Agreement.

          e.  Except as  provided  in  Section  4,  Consultant  and the  Company
acknowledge  that this  Agreement  supersedes  any other  agreement  between the
Consultant  and the Company or Interstate  Power Company  concerning the subject
matter hereof, including,  without limitation,  any change in control protection
agreements between the Consultant and Interstate Power Company.

          f. The rights and benefits of the Consultant  under this Agreement may
not be  anticipated,  alienated  or subject to  attachment,  garnishment,  levy,
execution  or other legal or  equitable  process  except as required by law. Any
attempt by the  Consultant to  anticipate,  alienate,  assign,  sell,  transfer,
pledge,  encumber or charge the same shall be void. Payments hereunder shall not
be considered assets of the Consultant in the event of insolvency or bankruptcy.

          g. This  Agreement  may be executed in several  counterparts,  each of
which shall be deemed an original,  and said  counterparts  shall constitute but
one and the same instrument.

          h. The respective  rights and  obligations of the parties hereto shall
survive any expiration  and/or  termination of the Consulting Period and/or this
Agreement  for any  reason  to the  extent  necessary  to  effect  the  intended
provision of such rights and obligations.

IN WITNESS WHEREOF,  the Consultant has hereunto set the Consultant's  hand and,
pursuant to the authorization of the Board of Directors,  the Company has caused
this


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Agreement  to be executed in its name on its behalf,  all as of the day and year
first above written.



CONSULTANT                          ALLIANT ENERGY CORPORATION

__________________________________  By:_________________________________
WAYNE H. STOPPELMOOR                Name:
                                    ____________________________________
                                    Title:




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