Exhibit 10.1
                           RESTRICTED STOCK AGREEMENT


March 29, 1999


TO:

In consideration  of your election to enter into a new Key Executive  Employment
and  Severance  Agreement,  the  Company is  granting  you an award of shares of
Restricted Stock pursuant to the Interstate Energy Corporation  Long-Term Equity
Incentive  Plan (the "Plan").  This  Agreement  provides a brief summary of your
rights under the Plan.

The attached Plan document  provides the complete  details of all of your rights
under  the  Plan  and  this  Agreement,  as  well as all of the  conditions  and
limitations  affecting  such rights.  All  capitalized  terms  appearing in this
Agreement shall have the meanings defined in the Plan.

                                    OVERVIEW OF YOUR AWARD

1.      Number of Shares of Restricted Stock: _______

2.      Date of Grant: 3/29/99

3.      Period of Restriction:  Except as otherwise  provided herein, the shares
        of Restricted Stock may not be sold, transferred,  pledged,  assigned or
        otherwise alienated or hypothecated until three (3) years after the date
        of grant (the "Period of Restriction").

4.      Certificate Legend:  Each certificate  representing shares of Restricted
        Stock granted pursuant to the Plan shall bear the following legend:

                "The sale or other  transfer of the Shares of stock  represented
                by  this  certificate,  whether  voluntary,  involuntary,  or by
                operation of law, is subject to certain restrictions on transfer
                as set  forth in the  Interstate  Energy  Corporation  Long-Term
                Equity Incentive Plan, and in a Restricted  Stock  Agreement.  A
                copy of the Plan  and such  Restricted  Stock  Agreement  may be
                obtained from Interstate Energy Corporation."

5.      Removal of Restrictions:  Shares of Restricted Stock shall become freely
        transferable  by the  Participant  after  the last day of the  Period of
        Restriction.  Once the shares are released  from the  restrictions,  the
        Participant  shall be entitled to have the legend  required by Section 4
        removed from the Participant's share certificate.

                                      
<PAGE>

6.      Voting Rights; Dividends and Other Distributions:

        a.      Voting Rights: During the Period of Restriction and prior to any
                forfeiture of Restricted  Stock,  the  Participant  may exercise
                full voting rights with respect to shares of Restricted Stock.

        b.      Dividend   and  Other   Distributions:   During  the  Period  of
                Restriction and prior to any forfeiture of Restricted Stock, the
                Participant  shall be credited  with all regular cash  dividends
                paid with respect to all shares  Restricted Stock of the Company
                while they are so held.  Except as  provided  in the  succeeding
                sentence,  all other cash dividends and other distributions paid
                with respect to shares of Restricted  Stock shall be credited to
                the   Participant   subject   to  the   same   restrictions   on
                transferability  and  forfeitability as the shares of Restricted
                Stock  with  respect  to  which  they  were  paid.  If any  such
                dividends or distributions are paid in shares of common stock of
                the  Company,  then such  shares  shall be  subject  to the same
                restrictions on transferability and forfeitability as the shares
                of  Restricted  Stock  with  respect  to which  they were  paid.
                Subject  to  the  foregoing,   all  dividends  credited  to  the
                Participant  shall be paid to the Participant  within forty-five
                (45) days following the full vesting of the shares of Restricted
                Stock with respect to which such dividends were earned.

7.      Termination of Employment:

        a.      Termination   of   Employment   Due  to  Death,   Disability  or
                Retirement: If the Participant's employment terminates by reason
                of death, Disability or Retirement,  then all outstanding shares
                of  Restricted  Stock shall vest one  hundred  percent as of the
                date of employment  termination.  The holder of the certificates
                of   Restricted   Stock   shall   be   entitled   to  have   the
                nontransferability  legend required under Section 4 removed from
                the share certificates.

        b.      Termination of Employment  without Cause or for Good Reason:  If
                the Participant's employment is terminated by the Company or any
                Subsidiary  without Cause or by the  Participant for Good Reason
                (as defined in Exhibit A attached hereto),  then all outstanding
                shares of Restricted  Stock shall vest one hundred percent as of
                the  date  of   employment   termination.   The  holder  of  the
                certificates  of Restricted  Stock shall be entitled to have the
                nontransferability  legend required under Section 4 removed from
                the share certificates.

        c.      Termination   of   Employment   for   Other   Reasons:   If  the
                Participant's  employment  terminates  for any reason other than
                those  reasons  set forth in  Sections  7(a) and 7(b) during the
                Period of Restriction, then all shares of Restricted Stock still
                subject to restriction as of the date of employment  termination
                shall be forfeited and returned to the Company.

8.      Change in  Control:  Upon the  occurrence  of a Change in  Control,  the
        Period of Restriction and all  restrictions  imposed on Restricted Stock
        shall lapse;  provided,  however,  that the  Committee  may, in its sole
        discretion, amend, modify or rescind the


                                      -2-
<PAGE>

        provisions of this Section 8 if it determines that the operation of this
        Section  8 may  prevent  a  transaction  in  which  the  Company  or any
        affiliate is a party from being accounted for on a  pooling-of-interests
        basis.

9.      Withholding:

        a.      Tax  Withholding:  The Company shall have the right to deduct or
                withhold, or require the Participant to remit to the Company, an
                amount  sufficient  to satisfy  Federal,  state and local  taxes
                (including the Participant's FICA obligation) required by law to
                be withheld  with respect to any taxable  event arising from, or
                as a result of, the award of the  Restricted  Stock or the lapse
                of restrictions on the Restricted Stock.

        b.      Share Withholding:  If the Participant does not make an election
                under  Section  83(b) of the Internal  Revenue Code of 1986,  as
                amended, with respect to the Restricted Stock awarded hereunder,
                the Participant  may elect to satisfy the Company's  withholding
                requirement upon the lapse of restrictions on Restricted  Stock,
                in whole or in part,  by  electing  to  deliver  to the  Company
                shares  of  previously  acquired  common  stock  of the  Company
                (including  Restricted  Stock) having a fair market value on the
                date the tax is to be determined equal to the minimum  statutory
                total tax  required  to be  withheld as a result of the lapse of
                the restrictions on such Restricted Stock.

Please acknowledge your agreement to participate in the Plan and this Agreement,
and to abide by all of the  governing  terms  and  provisions,  by  signing  the
following representation:

                            Agreement to Participate

By  signing  a copy of  this  Agreement  and  returning  it to  Wendy  Portz,  I
acknowledge  that I have read the Plan,  and that I fully  understand  all of my
rights  under the Plan,  as well as all of the  terms and  conditions  which may
limit  the  lapse of  restrictions  on, or  result  in the  forfeiture  of,  the
Restricted Stock.  Without limiting the generality of the preceding sentence,  I
understand  that the  lapse of  restrictions  on,  and the  forfeiture  of,  the
Restricted Stock is generally  conditioned upon my continued employment with the
Company.


                                     /s/
                                     (Officer)                        Date
                                     (Title)

Interstate Energy Corporation

By:   /s/Erroll B. Davis, Jr.
      Erroll B. Davis, Jr.
      President and Chief Executive Officer


<PAGE>

                                                                       Exhibit A

        For purposes of this Agreement, the Participant shall have "Good Reason"
for termination of employment in the event of:

        1. any  reduction  in the  Participant's  base  salary  or any  material
reduction in the percentage of base salary  available as incentive  compensation
or bonus opportunity or other benefits, in each case relative to those in effect
on the date hereof,  or, to the extent more favorable to the Participant,  those
in effect at any time after the date hereof;

        2. the  removal of the  Participant  from,  or any failure to reelect or
reappoint the  Participant to, any of the positions held with the Company or any
Subsidiary  on the date  hereof or any other  positions  with the Company or any
Subsidiary to which the Participant  shall  thereafter be elected,  appointed or
assigned,  except in the event  that such  removal  or  failure  to  reelect  or
reappoint  is  agreed  to by  the  Participant  in  writing  or  relates  to the
termination by the Company or any Subsidiary of the Participant's employment for
Cause or by reason of Disability; or

        3. a good faith  determination  by the Participant that there has been a
significant  adverse change,  without the Participant's  written consent, in the
Participant's  working  conditions or status with the Company or any  Subsidiary
relative to the working  conditions or status in effect on the date hereof,  or,
to the extent more  favorable  to the  Participant,  those in effect at any time
after the date hereof,  including but not limited to (A) a significant change in
the nature or scope of the Participant's authority, powers, functions, duties or
responsibilities,  or (B) a  significant  reduction  in  the  level  of  support
services,   staff,   secretarial   and  other   assistance,   office  space  and
accoutrements  but  excluding  for this purpose an isolated,  insubstantial  and
inadvertent  event not occurring in bad faith that the Company or the applicable
Subsidiary  remedies  promptly  after  receipt  of notice  thereof  given by the
Participant.