EXHIBIT 10.2                                                 As Executed

                                SERVICE AGREEMENT
                             (Non-Utility Companies)


             This Service Agreement is made and entered into as of the 22nd
   day of May, 1998 by and among ALLIANT INDUSTRIES, INC., IPC DEVELOPMENT
   COMPANY, INC. (individually, a "Client Company" and collectively, the
   "Client Companies") and ALLIANT SERVICES COMPANY (the "Service Company"),
   a service company subsidiary of Interstate Energy Corporation.

                                   WITNESSETH

             WHEREAS, the Securities and Exchange Commission (hereinafter
   referred to as the "SEC") has approved and authorized as meeting the
   requirements of Section 13(b) of the Public Utility Holding Company Act of
   1935 (hereinafter referred to as the "Act"), the organization and conduct
   of the business of the Service Company in accordance herewith, as a wholly
   owned subsidiary service company of Interstate Energy Corporation; and

             WHEREAS, the Service Company and the Client Companies desire to
   enter into this Service Agreement whereby the Service Company agrees to
   provide, and the Client Companies agree to accept and pay for, various
   services as provided herein in accordance with applicable rules and
   regulations under the Act, which require the Service Company to fairly and
   equitably allocate costs among all associate companies to which it renders
   services, including the Client Companies and other associate companies
   which are not a party to this Service Agreement; and

             WHEREAS, economies and efficiencies benefiting the Client
   Companies will result from the performance by the Service Company of
   services as herein provided;

             NOW, THEREFORE, in consideration of the premises and the mutual
   agreements herein contained, the parties to this Service Agreement
   covenant and agree as follows:

                              ARTICLE I - SERVICES

             Section 1.1  The Service Company shall furnish to a Client
   Company, if requested by such Client Company, upon the terms and
   conditions hereinafter set forth, such of the services described in
   Appendix A hereto, at such times, for such periods and in such manner as
   the Client Company may from time to time request and which the Service
   Company concludes it is able to perform.  The Service Company shall also
   provide a Client Company with such special services, in addition to those
   services described in Appendix A hereto, as may be requested by such
   Client Company and which the Service Company concludes it is able to
   perform.  In supplying such services, the Service Company may arrange,
   where it deems appropriate, for the services of such experts, consultants,
   advisers and other persons with necessary qualifications as are required
   for or pertinent to the performance of such services.

             Section 1.2  Each Client Company shall take from the
   Service Company such of the services described in Section 1.1, and such
   additional general or special services, whether or not now contemplated,
   as are requested from time to time by such Client Company and which the
   Service Company concludes it is able to perform.

             Section 1.3  The services described herein shall be
   directly assigned or allocated by activity, project, program, work order
   or other appropriate basis.  A Client Company shall have the right from
   time to time to amend, alter or rescind any activity, project, program or
   work order provided that (i) any such amendment or alteration which
   results in a material change in the scope of the services to be performed
   or equipment to be provided is agreed to by the Services Company, (ii) the
   cost for the services covered by the activity, project, program or work
   order shall include any expense incurred by the Service Company as a
   direct result of such amendment, alteration or rescission of the activity,
   project, program or work order, and (iii) no amendment, alteration or 
   rescission of an activity, project, program or work order shall release
   a Client Company from liability for all costs already incurred by or 
   contracted for by the Service Company pursuant to the activity, project,
   program or work order, regardless of whether the services associated
   with such costs have been completed.

                            ARTICLE II - COMPENSATION

             Section 2.1  As compensation for the services to be
   rendered hereunder, each Client Company shall pay to the Service Company
   all costs which reasonably can be identified and related to particular
   services performed by the Service Company for or on behalf of such Client
   Company; provided that in respect to services performed for an associate
   company which is a foreign utility company ("FUCO") that qualifies for
   exemption under section 33 of the Act, such FUCO shall pay the fair market
   value of such services, but in any event no less than the cost thereof. 
   Where more than one Client Company is involved in or has received benefits
   from a service performed, the costs of such service will be directly
   assigned or allocated, as set forth in Appendix A hereto, between or among
   such Client Companies on a basis reasonably related to the service
   performed to the extent reasonably practicable.

             Section 2.2  It is the intent of this Agreement that charges for
   services shall be distributed among the Client Companies, to the extent
   possible, based upon direct assignment.  The amounts remaining after
   direct assignment shall be allocated among the Client Companies (and other
   affiliates of Interstate Energy Corporation for which services are
   rendered by the Service Company, where applicable) using the method
   identified in Appendix A.  The method of assignment or allocation of costs
   shall be subject to review annually, or more frequently if appropriate. 
   Such method of assignment or allocation of costs may be modified or
   changed by the Service Company without the necessity of an amendment to
   this Service Agreement; provided that, in each instance, all services
   rendered hereunder shall be at actual cost thereof, fairly and equitably
   assigned or allocated, all in accordance with the requirements of the Act
   and any orders promulgated thereunder; provided further that services
   rendered to foreign affiliates which qualify for exemption under Rule
   83(a) under the Act may be furnished by the Service Company at the fair
   market value thereof (but not less than the cost thereof).  The Service
   Company shall review with the Client Companies any proposed material
   change in the method of assignment or allocation of costs hereunder and
   the parties must both agree to any changes before they are implemented. 
   In addition, no such agreed upon material change shall be made unless and
   until the Service Company shall have first given written notice to the
   Illinois Commerce Commission, the Minnesota Public Utilities Commission,
   the Public Service Commission of Wisconsin, the Iowa Utilities Board
   (collectively, the "State Commissions") and the SEC not less than 60 days
   prior to the proposed effective date thereof.

             Section 2.3  The Service Company shall render a monthly bill to
   each Client Company which shall reflect the billing information necessary
   to identify the costs charged for the preceding month.

             Section 2.4  It is the intent of this Service Agreement that the
   payment for services rendered by the Service Company to the Client
   Companies under this Service Agreement shall cover all of the costs of its
   doing business (less the costs of services provided to affiliated
   companies not a party to this Service Agreement and to other
   non-affiliated companies, and credits for miscellaneous income items),
   including, but not limited to, salaries and wages, office supplies and
   expenses, outside services employed, property insurance, injuries and
   damages, employee pensions and benefits, miscellaneous general expenses,
   rents, maintenance of structures and equipment, depreciation and
   amortization, and compensation for use of capital as permitted by Rule 91
   of the SEC under the Act.

                               ARTICLE III - TERM

             Section 3.1  This Service Agreement shall become effective on
   the date hereof, subject to the receipt of required regulatory approvals,
   and shall continue in force with respect to a Client Company until
   terminated by the Client Company, or by the Service Company with respect
   to such Client Company, or until terminated by unanimous agreement of all
   Client Companies, in each case upon not less than one year's prior written
   notice to all other parties unless otherwise mutually agreed.  This
   Service Agreement may also be subject to termination or modification at
   any time, without notice, if and to the extent performance under this
   Service Agreement may conflict with the Act or with any rule, regulation
   or order of the SEC adopted before or after the date of this Service
   Agreement.

                           ARTICLE IV - MISCELLANEOUS

             Section 4.1  All accounts and records of the Service Company
   shall be kept in accordance with the General Rules and Regulations
   promulgated by the SEC pursuant to the Act, in particular, the Uniform
   System of Accounts for Mutual Service Companies and Subsidiary Services
   Companies in effect from and after the date hereof.

             Section 4.2  Each client company shall cause each of its direct
   or indirect non-utility subsidiaries which may come into existence after
   the effective date of this Service Agreement to become an additional
   Client Company (collectively, the "New Client Companies") subject to this
   Service Agreement.  In addition, the parties hereto shall make such
   changes in the scope and character of the services to be rendered and the
   method of assigning or allocating costs of such services among the Client
   Companies and the New Client Companies under this Service Agreement as may
   become necessary or appropriate.

             Section 4.3  The Service Company shall permit each Client
   Company, and others as required under applicable rule or regulation, such
   reasonable access to its accounts and records, including the basis and
   computation of allocations, as shall be necessary for such persons to
   review such Client Company's operating results.

             Section 4.4  This Service Agreement shall be governed by and
   construed in accordance with the internal laws of the State of Wisconsin,
   may be executed in any number of counterparts with the same effect as if
   the signatures thereto and hereto were on the same instrument, and may not
   be amended except by written instrument executed by all parties hereto.

                             ARTICLE V - AMENDMENTS

             Section 5.1.   Prior to filing any amendment to this Service
   Agreement with the SEC, the parties will file with the applicable State
   Commissions, as provided by law or stipulation, a copy of such amendment. 
   In the event that a State Commission, within forty-five days of filing
   with such State Commission, does not object to an amendment, or issue a
   letter requiring that the amendment be held in abeyance until such State
   Commission completes its review, the parties may file the proposed
   amendment with the SEC.

             Section 5.2.   In the event that an amendment is finally
   rejected or disapproved or found to be unreasonable by one or more of the
   State Commissions prior to filing with the SEC, the amendment will not
   become effective and the parties will not request SEC approval of the
   amendment.

             Section 5.3.   In the event that an amendment is rejected or
   disapproved or found to be unreasonable by one or more of the State
   Commissions after it has been filed with the SEC but before it as been
   approved by the SEC, the amendment will be terminated and the parties
   agree to request withdrawal of the filing.

             Section 5.4.   In the event that an amendment is rejected,
   disapproved or found to be unreasonable by one or more of the State
   Commissions before it has been approved by the SEC, the parties shall have
   the right to request further revisions of the amendment in order to cure
   or remove the cause of the State Commission's rejection, disapproval or
   finding of unreasonableness.  Upon request by a party, the other parties
   agree promptly to negotiate in good faith to revise the amendment, and
   thereafter to file for any necessary regulatory authorization of the
   renegotiated amendment.  If the parties are unable to reach agreement
   satisfactory to each of them and to each affected State Commission after
   good faith negotiations, then Section 5.2 or 5.3 above, as applicable,
   will apply.

             Section 5.5.   In the event that all the State Commissions have
   previously approved an amendment prior to SEC approval, Section 5.6 below
   shall not apply.

             Section 5.6.   In the event that an amendment has become
   effective and is subsequently rejected, disapproved or found to be
   unreasonable by one or more of the State Commissions, the parties will
   make a good faith effort to terminate, amend or modify the amendment in a
   manner which remedies the State Commission's adverse findings without
   adverse impact on any of the parties.  The parties will request to meet
   with representatives of the State Commissions and make a good faith
   attempt to resolve any differences in the affected states regarding the
   subject amendment.  If agreement can be reached to terminate, amend or
   modify the amendment in a manner satisfactory to the contracting parties
   and to the representatives of each State Commission, the parties shall
   file such amended contract with the appropriate state and federal
   regulatory agencies, seeking all necessary regulatory authorizations.  If
   the parties are unable to reach agreement satisfactory to each of them and
   to each affected State Commission, after good faith negotiations, then
   they shall be under no obligation to further amend the amendment.

             IN WITNESS WHEREOF, the parties hereto have caused this Service
   Agreement to be executed as of the date and year first above written.

                               ALLIANT SERVICES COMPANY

                               By:___________________________ 
                                  Title:

                               ALLIANT INDUSTRIES INC.

                               By:____________________________
                                  Title:

                               IPC DEVELOPMENT COMPANY, INC.

                               By:____________________________
                                  Title:

   <PAGE>
                                   Appendix A

                    Description of Services and Determination
                             of Charges for Services

   I.   The Service Company will maintain an accounting system for
        accumulating all costs on an activity, project, program, work order,
        or other appropriate basis.  To the extent practicable, time records
        of hours worked by Service Company employees will be kept by
        activity, project, program or work order.  Charges for salaries will
        be determined from such time records and will be computed on the
        basis of employees, effective hourly rates, including the cost of
        fringe benefits and payroll taxes.  Records of employee-related
        expenses and other costs will be maintained for each functional group
        within the Service Company (hereinafter referred to as "Function"). 
        Where identifiable to a particular activity, project, program or work
        order, such costs will be directly assigned to such activity,
        project, program or work order.  Any costs not directly assigned by
        the Service Company will be allocated monthly in accordance with this
        Appendix A.

        The Service Company will develop and maintain written guidelines to
        govern the methods and procedures for charging and allocating costs
        among the affiliated companies of the Service Company and among
        Functions within the Service Company.  The Service Company will
        subject the affiliate transactions to internal auditing procedures on
        a periodic basis for compliance with the Service Agreement, written
        guidelines and orders and rules of regulatory agencies.

   II.  Service Company costs accumulated for each activity, project, program
        or work order will be directly assigned where possible.  The amounts
        that cannot be directly assigned shall be allocated to the Client
        Companies or other Functions within the Service Company as described
        in this Appendix A.  To the extent possible, such allocations shall
        be based on cost-causal relationships.  The overall process of
        determining responsibility for Service Company costs shall be as
        follows:

        1.   Direct assignment.  Costs accumulated in an activity, project,
             program, or work order for services performed specifically for a
             single Client Company or Function will be directly assigned and
             charged to such Client Company or Function.

        2.   Allocation based on cost-causal relationship.  Costs accumulated
             in an activity, project, program or work order for services
             performed specifically for two or more (but not all) Client
             Companies or Functions and which cannot be directly assigned
             will be allocated among and charged to such Client Companies or
             Functions by application of one or more of the allocation ratios
             described in paragraphs III and IV of this Appendix A; provided
             that the denominator used in determining each such ratio shall
             include only the Client Companies or Functions for which the
             services are specifically performed.

        3.   Allocation for services of a general nature.  Costs accumulated
             in an activity, project, program, or work order for services of
             a general nature which are applicable to all Client Companies or
             Functions or to a class or classes of Client Companies or
             Functions will be allocated among and charged to such Client
             Companies or Functions by application of one or more of the
             allocation ratios described in paragraphs III and IV of this
             Appendix A.

   III. The following ratios will be applied, as specified in paragraph IV of
        this Appendix A, to allocate costs (a) for services of a general
        nature and (b) subject to modification of the denominator as
        described in paragraph II, number 2 above, for services performed
        specifically for two or more (but not all) Client Companies or
        Functions.  These ratios will be determined annually, or at such
        other time as may be required due to a significant change.

        1.   Materials, Supplies and Services Ratio

             A ratio, based on the sum of materials, supplies and services,
             either issued from inventory or directly purchased, for the
             immediately preceding twelve consecutive calendar months, the
             numerator of which is for a Client Company or Function and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates for which the Service Company provides services,
             where applicable) and/or the Service Company. 

        2.   Number of Employees Ratio

             A ratio, based on the sum of the number of employees at the end
             of each month for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             or Service Company Function and the denominator of which is for
             all Client Companies (and Interstate Energy Corporation's non-
             utility and non-domestic utility affiliates for which the
             Service Company provides services, where applicable) and/or the
             Service Company.

        3.   Total Assets Ratio

             A ratio, based on the sum of the total assets at the end of each
             month for the immediately preceding twelve consecutive calendar
             months, the numerator of which is for a Client Company and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates for which the Service Company provides services,
             where applicable).

        4.   Number of Central Processing Unit Seconds Ratio

             A ratio, based on the number of central processing unit seconds
             expended to execute mainframe computer software applications for
             the immediately preceding twelve consecutive calendar months,
             the numerator of which is for a Client Company or Service
             Company Function, and the denominator of which is for all Client
             Companies (and Interstate Energy Corporation's non-utility and
             non-domestic utility affiliates, where applicable) and/or the
             Service Company.

        5.   Gross Plant Ratio

             A ratio, based on the sum of direct plant at the end of each
             month for the immediately preceding twelve consecutive calendar
             months, the numerator of which is for a Client Company and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates, where applicable).

        6.   General Ratio

             A ratio, based on the sum of all Service Company expenses
             directly assigned or allocated, based on allocators other than
             this "General Ratio," to Client Companies (excluding fuel, gas,
             purchased power and the cost of goods sold) for the immediately
             preceding twelve consecutive calendar months, the numerator of
             which is for a Client Company or Function and the denominator of
             which is for all Client Companies (and Interstate Energy
             Corporation's non-utility and non-domestic utility affiliates,
             where applicable) and/or the Service Company.  As used herein,
             cost of goods sold represents materials that are resold to the
             ultimate consumer.

        7.   Units Sold or Transported Ratio

             A ratio, based on appropriate Client Company electric, gas,
             steam or water units of sale and/or transport, excluding intra-
             system sales, for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies (and
             Interstate Energy Corporation's non-utility and foreign utility
             companies for which the Service Company provides energy-related
             services, where applicable).  The product-specific units of
             sales are domestic kilowatt-hour electric sales, dekatherms of
             gas sold or transported, units of water, or units of steam.  A
             separate ratio will be calculated and used for each utility type
             (electric, gas, water and steam).  

   IV.  A description of each Function's activities, which may be modified
        from time to time by the Service Company, is set forth below.  As
        described in paragraph II, number 1 of this Appendix A, where
        identifiable, costs will be directly assigned to the Client Companies
        or to other Functions of the Service Company.  For costs accumulated
        in activities, projects, programs, or work orders which are for
        services of a general nature or for services performed specifically
        for two or more (but not all) Client Companies or Functions which
        cannot be directly assigned, as described in paragraph II, numbers 2
        and 3 of this Appendix A, the method or methods of allocation will be
        based upon the applicable allocation ratios (modified as described in
        paragraph II, number 2, if applicable) set forth below in brackets
        [Allocator] for each Function.

        1.   Information Systems

             Provides communications and electronic data processing services
             such as:

             (1)  Development and support of mainframe computer software
                  applications.  [Number of Central Processing Unit Seconds
                  Ratio, #4]

             (2)  Procurement and support of personal computers and related
                  network and software applications.  [Number of Employees
                  Ratio, #2]

             (3)  Operation of data center.  [Number of Central Processing
                  Unit Seconds Ratio, #4]

             (4)  Installation and operation of communications systems. 
                  [Number of Employees Ratio, #2]

        2.   Transportation

             Procures and maintains transportation vehicles and equipment. 
             [Number of Employees Ratio, #2]

        3.   Human Resources

             Establishes and administers policies and supervises compliance
             with legal requirements in the areas of employment,
             compensation, benefits and employee health and safety. 
             Processes payroll and employee benefit payments.  Supervises
             contract negotiations and relations with labor unions.  [Number
             of Employees Ratio, #2]

        4.   Materials Management

             Provides services in connection with the procurement of
             materials and contract services and management of material and
             supplies inventories.  [Material, Supplies and Services Ratio,
             #1]

        5.   Facilities

             Operates and maintains office and service buildings.  Provides
             security and housekeeping services for such buildings and
             procures office furniture and equipment.  [Gross Plant Ratio,
             #5]

        6.   Accounting

             Maintains corporate books and records, prepares financial and
             statistical reports, processes payments to vendors, prepares tax
             filings and supervises compliance with tax laws and regulations. 
             [General Ratio, #6]

        7.   Environmental Affairs

             Establishes policies and procedures for compliance with
             environmental laws and regulations.  Studies emerging
             environmental issues, monitors compliance with environmental
             requirements and provides training to the Client Companies'
             personnel.  [Units Sold or Transported Ratio, #7]

        8.   Public Affairs

             Prepares and disseminates information to employees, customers,
             government officials, communities and the media.  Provides
             graphics, reproduction lithography, photography and video
             services.  [General Ratio, #8]

         9.  Legal

             Renders services relating to labor and employment law,
             litigation, contracts, rates and regulatory affairs,
             environmental matters, financing, financial reporting, real
             estate and other legal matters.  [General Ratio, #8]

        10.  Finance

             Renders services to Client Companies with respect to
             investments, financing, cash management, risk management, claims
             and fire prevention.  Prepares reports to the SEC, budgets,
             financial forecast and economic analyses.  [General Ratio, #8]

        11.  Land and Right of Way

             Purchases, surveys, records, and sells real estate interests for
             Client Companies.  [Gross Plant Ratio, #5]

        12.  Internal Auditing

             Reviews internal controls and procedures to ensure that assets
             are safeguarded and that transactions are properly authorized
             and recorded.  [General Ratio, #8]

        13.  Investor Relations

             Provides communications to investors and the financial
             community, performs transfer agent and shareholder record
             keeping functions, administers stock plans and performs stock-
             related regulatory reporting.  [Total Assets Ratio, #3]

        14.  Planning

             Facilitates preparation of strategic and operating plans,
             monitors trends and evaluates business opportunities.  [General
             Ratio, #8]

        15.  Executive

             Provides general administrative and executive management
             services.  [General Ratio, #8]