Exhibit 10.28

                                                                As Executed

   SEVERANCE AGREEMENT BY AND BETWEEN WPL HOLDINGS, INC. AND ANTHONY J. AMATO

                                 April 20, 1998

   Mr. Anthony J. Amato
   7645 Farmington Way
   Madison, WI  53717

   Dear Nino:

        This letter agreement confirms our mutual understanding regarding the
   benefits you will be entitled to receive under the Key Executive
   Employment and Severance Agreement between you and WPL Holdings, Inc. (the
   "Company"), dated as of June 25, 1994 (the "KEESA"), following
   consummation of the transactions (the "Merger") contemplated by that
   certain Agreement and Plan of Merger, dated as of November 10, 1995, as
   amended, by and between the Company, IES Industries Inc., Interstate Power
   Company, and certain other parties, and the termination of your employment
   with the Company and its affiliates.  The terms of our understanding are
   set forth below:

        1.   Termination of Employment.  Your employment as an officer and/or
   employee of the Company and its affiliates (including, without limitation,
   Wisconsin Power & Light Company) will be terminated effective as of the
   day following the date on which the Merger is consummated (your
   "Termination Date").  You agree that as of your Termination Date, your
   signature below accepting this letter agreement will also constitute your
   resignation from each of the other positions listed on Schedule A attached
   to and made a part of this letter.  Assuming that the Merger is
   consummated, the Company and you agree that the termination of your
   employment shall be treated as a Covered Termination by the Company
   entitling you to the payment of Accrued Benefits and the Termination
   Benefit as provided in Sections 8 and 9 of the KEESA and as specified in
   Section 2 hereof, without the necessity to comply with the procedures set
   forth in Section 13 of the KEESA.  You agree that your Termination Date
   under this letter agreement will also constitute your "Termination Date"
   for purposes of the KEESA.

        2.   Scope of Benefits.  

             (a)  You agree that during 1998 the total value of benefits that
   may be paid to you under the KEESA (as reduced by the provisions of
   Section 9(b) thereof) is $614,771.  This amount is one dollar less than
   the product obtained by multiplying (i) the average of the compensation
   paid to you by the Company and its affiliates (as reflected in Box 1 of
   your Form W-2s) for the five calendar years ended December 31, 1997, by
   (ii) three (3).

             (b)  Following consummation of the Merger and your termination,
   the benefits under your KEESA will be paid as follows:

                  (i)  $593,771 in cash or cash equivalent within ten (10)
        business days after your Termination Date; and

                  (ii) $21,000 (the "Benefits Amount") will be credited to a
        bookkeeping account to be maintained by the Company to provide you,
        for a period of up to five (5) years commencing on your Termination
        Date, with (a) medical coverage as a single adult under The Medical
        Plus Plan sponsored by Wisconsin Power and Light Company, (b) dental
        coverage as a single adult under The Dental Plus Plan sponsored by
        Wisconsin Power and Light Company, (c) Basic Term Life Insurance in
        the amount of $254,000 and Supplemental Group Term Life Insurance in
        the amount of $169,000 under the life insurance programs sponsored by
        Wisconsin Power and Light Company.  The Benefits Amount reflects the
        estimated cost of providing the above-described benefits to you for a
        five-year period.  The outstanding balance of the Benefits Amount
        (i.e., the Benefits Amount net of funds expended to provide you
        benefits hereunder) shall bear interest at the mid-term Applicable
        Federal Rate as specified for the month in which the Merger is
        consummated, compounded annually.  Interest credited as set forth
        above will be added to the Benefits Amount.  You agree that, in the
        event the costs incurred by the Company or its affiliates in
        providing the above-described benefits (or family or employee plus
        one medical or dental benefits to which you will have access on your
        request to the Company in writing on the same terms and conditions as
        apply to active employees at any time during the five-year period) to
        you exceeds the Benefits Amount, you will reimburse the Company for
        the excess amount.  Conversely, in the event that the cost of such
        benefits for the five-year period is less than the Benefits Amount or
        in the event you elect in a writing delivered to the Company not to
        receive such benefits for the entire five-year period, you will be
        entitled to a refund from the Company equal to the difference between
        the Benefits Amount and the actual costs incurred by the Company and
        its affiliates in providing the benefits you did receive.  Any
        payments due under the preceding two sentences to the Company or to
        you, as the case may be, shall be paid in cash or cash equivalent
        within thirty (30) days of written notice thereof.  Your failure to
        provide such payment to the Company, if you are so obligated, on a
        timely basis will result in a loss of benefits hereunder.  You agree
        that the benefits offered to you hereunder shall be governed by the
        specific terms of the plans pursuant to which they are provided.  You
        further agree that, pursuant to Section 8(b)(ii) of the KEESA, if you
        obtain new employment and are covered by benefits which are in the
        aggregate at least equal in value to the benefits described above,
        you will provide prompt written notice to the Company of your intent
        to terminate your benefits coverage as provided herein.

        3.   Payment of Legal Fees.  Upon payment of the amount specified in
   Section 2(b)(i) hereof and upon presentation by you or your legal counsel
   to the Company of a copy of any bills you have received from your legal
   counsel in connection with the payment of any amount under the KEESA, the
   Company will also either pay directly or reimburse to you up to $10,000
   against such legal fees and related expenses.

        4.   No Other Benefits.  Except as contemplated by Sections 2 and 3
   hereof and except for the payment of Accrued Benefits, which include your
   vested stock options, you waive the right to any other payments or
   benefits that you might otherwise be entitled to under the KEESA and
   further agree that receipt of the payment specified in Section 2(b)(i)
   hereof shall constitute your release of any rights you might have to any
   other severance payments under any severance policy, practice or agreement
   of the Company or any of its affiliates.  You also agree that, other than
   under the KEESA, you have no other payments or benefits that automatically
   accelerate, vest or become payable as a result of the consummation of the
   Merger.

        5.   No Amendment of KEESA.  Except for specifying your Termination
   Date under the KEESA, dispensing with the necessity to comply with the
   procedures set forth in Section 13 of the KEESA and modifying the
   provisions of Section 9(b)(ii) of the KEESA regarding the procedure for
   calculating the Total Payments (as defined in the KEESA) to be made to you
   thereunder, this letter agreement is not intended to modify the KEESA in
   any respect, and the KEESA shall remain in full force and effect.

        6.   Release.  

             (a)  Except as expressly provided herein, in consideration of
   the payments provided by the Company hereunder and other good and valuable
   consideration the receipt and sufficiency of which is hereby acknowledged,
   you, on behalf of yourself, your spouse, heirs, executors, administrators,
   agents, successors, assigns and representatives of any kind (hereinafter
   collectively referred to as the "Releasors") confirm that Releasors have
   released the Company, and each of its subsidiaries (including, without
   limitation, Wisconsin Power and Light Company), affiliates, their
   employees, successors, assigns, executors, trustees, directors, advisors,
   agents and representatives, and all their respective predecessors and
   successors (hereinafter collectively referred to as the "Releasees"), from
   any and all actions, causes of action, charges, debts, liabilities,
   accounts, demands, damages and claims of any kind whatsoever including,
   but not limited to, those arising out of the changes in the terms and
   conditions of your relationship with the Company described in this letter
   agreement and those arising under any labor, employment discrimination
   (including, without limitation, the Age Discrimination in Employment Act
   of 1967, as amended, Title VII of the Civil Rights Act of 1964, as
   amended, the Wisconsin Fair Employment Act, as amended), contract or tort
   laws, equity or public policy, or negligence standard, whether known or
   unknown, certain or speculative, which against any of the Releasees, any
   of the Releasors ever had, now has, or hereafter shall have or can have. 
   You further covenant that you will not initiate any action, claim or
   proceeding against any of the Releasees for any of the foregoing, nor will
   you participate, assist, or cooperate in any such action, claim, or
   proceeding unless required to do so by law.  Notwithstanding the
   foregoing, this release does not cover any matter which arises after the
   Termination Date.

             (b)  Except as expressly provided herein, the Company, on behalf
   of its affiliates, agents, successors, assigns and representatives (the
   "Company Releasors"), hereby release you from any and all causes of
   action, liabilities, damages and claims of any kind whatsoever including,
   but not limited to, those arising out of your employment relationship with
   the Company prior to the Termination Date, whether known or unknown,
   certain or speculative, which any of the Company Releasors ever had, now
   has, or hereafter shall or can have; provided, however, that the foregoing
   shall not release you from any causes of action, liabilities, damages or
   claims relating to (i) a willful failure to deal fairly with the Company,
   its shareowners, or any other Company Releasor in connection with a matter
   in which you had a material conflict of interest, (ii) a violation of the
   criminal law, unless you had reasonable cause to believe that your conduct
   was lawful or reasonable cause to believe that your conduct was not
   unlawful, (iii) a transaction from which you derived an improper personal
   profit or (iv) willful misconduct.  The Company Releasors further covenant
   they will not initiate any action, claim or proceeding against you for any
   of the foregoing claims for which you have been released from liability. 
   Notwithstanding the foregoing, this release does not cover any matter
   which arises after the Termination Date.

             (c)  Notwithstanding the foregoing, this letter agreement does
   not waive rights, if any, you or your successors and assigns may have
   under or pursuant to, or release any member of Releasees from obligations,
   if any, it may have to you or to your successors and assigns on claims
   arising out of, related to or asserted under or pursuant to, this letter
   agreement or any indemnity agreement or obligation contained in or adopted
   or acquired pursuant to any provision of the charter or by-laws of the
   Company or its subsidiaries or affiliates or in any applicable insurance
   policy carried by the Company or its affiliates for any matter which
   arises or may arise in the future in connection with your employment with
   the Company.

             (d)  You hereby acknowledge that you have at least twenty-one
   (21) days to review this letter agreement from the date you first receive
   it and you have been advised to review it with an attorney of your choice. 
   You further understand that the twenty-one (21) day review period ends
   when you sign this letter agreement.  You also have seven (7) days after
   your signing of this letter agreement to revoke by so notifying the
   Company in writing and repaying any amount paid to you hereunder.  You
   further acknowledge that you have carefully read this letter agreement,
   know and understand the contents thereof and its binding legal effect. 
   You sign the same of your own free will and act, and it is your intention
   that you be legally bound thereby.

        7.   Timing of the Merger.  In the event the Merger is not
   consummated by May 10, 1998, this letter agreement shall terminate and be
   of no further force and effect.

        If you find that the foregoing satisfactorily states our mutual
   understanding, please sign and date the enclosed copy of this letter
   agreement in the spaces provided below and return it to me.

                                           Sincerely yours,

                                           WPL HOLDINGS, INC.


                                           By: /s/ Barbara J. Swan
                                           Barbara J. Swan


         Agreed to and Accepted this 20th day of April 1, 1998.

                                           By:  /s/ A.J. Amato
                                                A. J. Amato

   <PAGE>
                                   SCHEDULE A

                           To Letter Agreement Between
                     Anthony J. Amato and WPL Holdings, Inc.
                              Dated April 20, 1998


        Per Section 1 of the above letter agreement, the positions from which
   Mr. Amato has resigned as of his Termination Date are as follows:

                            (Foundation - President)
                            (Land Trust - President)
         (South Beloit Water, Gas and Electric Company - Vice President)