**Exhibit 10.5**

SUPPLEMENTALRETIREMENT PLAN AGREEMENT [Applicable toChairman, President, CEO and EVP Pre 1-1-02] 

        ThisSupplemental Retirement Plan (“SRP”) Agreement is made this ____ day of____________, 2003, by and between **[insert name]** (the “Officer”) andAlliant Energy Corporation (the “Company”). 

W I T N E S S E T H:

        **WHEREAS,**Alliant Energy wishes to provide supplemental retirement benefits to a select group ofsenior executive personnel, including the Officer, to ensure the overall effectiveness ofthe Company’s executive compensation program and that the Company will be able toattract, retain, and motivate qualified senior executive personnel; 

        **WHEREAS,**the Company and the Officer have heretofore entered into one or more agreements (the“Prior Agreements”) providing supplemental retirement, deferred compensation orsimilar benefits, which Prior Agreements are identified in Appendix A hereto; and 

        **WHEREAS,**the Company and the Officer wish to enter into this Agreement, which shall amend, restate,supersede and replace any Prior Agreements; 

        **NOW,THEREFORE,** the parties agree as follows: 

ARTICLE I SCOPE OF AGREEMENT

        **1.1****Effect on Prior Agreements****.** This Agreement shall supersede and replacethe Prior Agreements, effective as of the date of this Agreement, and the parties shallthereafter have no further rights or obligations under the Prior Agreements. 

        **1.2****Effect on Change of Control Agreements****.** If the Officer is a party to anagreement which is binding on the Company and which takes effect in the event of a changein control, such agreement shall supersede and control over the provisions of thisAgreement in the event of any conflict between the two. 

        **1.3****No Contract of Employment****.** This Agreement does not constitute anemployment agreement between the Officer and the Company. Nothing in this Agreement shallaffect the Company’s right to terminate the Officer’s employment or position asan officer at any time, with or without cause. 

        **1.4****Effect on Other Benefits****.** Nothing in this Agreement shall modify, impairor otherwise affect the rights of the Officer to participate in or receive benefits underany other employee benefit plan of the Company, it being understood that the rights of theOfficer to participate in or receive benefits under any such plan shall be determined inaccordance with the provisions of such plan and shall not be affected by the provisions ofthis Agreement. 

ARTICLE II DEFINITIONS

        2.1Beneficiary means the beneficiary or beneficiaries designated in writing by theOfficer on the form provided in Appendix B or, in default of such designation or thefailure of the designated beneficiaries to survive the Officer, the Officer’s estate. 

        2.2Board of Directors means the Board of Directors of Alliant Energy Corporation or anycommittee of the Board which is designated by the Board of Directors, or permitted by theBylaws of the Alliant Energy Corporation, to act on behalf of the Board of Directors. 

        2.3Continuous Employment means the Officer’s last continuous period of employmentwith the Company immediately preceding the Officer’s retirement. If the Officer hasbeen continuously employed by the Company since the merger of IES Industries Inc., WPLHoldings, Inc. and Interstate Power Company, the Officer’s Continuous Employmentshall also include his or her last continuous period of employment with IES IndustriesInc., WPL Holdings, Inc. or Interstate Power Company, immediately preceding the date ofsuch merger. If the Officer’s Supplemental Benefit is computed by using a PriorEmployer Benefit as set forth in Paragraph 3.1, part or all of the Officer’s servicewith such prior employer(s) shall be treated as Continuous Employment as determined by theBoard of Directors. 

        2.4Dependent Child or Children means any child of the Officer who, on the date of anypayment under this Agreement, is 18 years of age or under, is 24 years of age or under andis a “student” as defined in Section 151(c)(4) of the Internal Revenue Code, oris a “substantially handicapped person.” The term “child” includes anynaturally born or legally adopted child; provided, in the case of an adopted child, thatthe adoption became final prior to such child’s 18th birthday. The term“substantially handicapped person” includes any person who has a “physicalor mental impairment which substantially limits one or more major life activities,”as those terms are defined in 29 C.F.R. Section 32.3. 

        2.5Disabled means the Officer has satisfied (and continues to satisfy) the requirementsfor receiving disability benefits under the terms of the Company’s long-termdisability plan. 

        2.6Earnings means the Officer’s base salary, bonus and/or annual incentive pay forpersonal services rendered to the Company. The Officer’s base salary shall be treatedas Earnings in the period in which it would have been payable, regardless of any deferralelections. The Officer’s bonus and/or annual incentive pay shall be treated asEarnings in the calendar year in which it is earned, regardless of when it is paid. 

        2.7Eligible Officer means Chairman, Chief Executive Officer, President or ExecutiveVice President of the Company. 

        2.8Final Average Earnings means the Officer’s average monthly Earnings for the threeconsecutive calendar years out of the Officer’s last ten calendar years of employmentwith the Company that yields the highest average. 

        2.9Internal Revenue Code means the Internal Revenue Code of 1986, as amended. 

        2.10Normal Retirement Date means the later of the Officer’s 62nd birthday or the dateon which the Officer completes ten years of Continuous Employment. 

        2.11Pension Plan means any defined benefit pension plan of the Company or its subsidiarieswhich is qualified under Section 401(a) of the Internal Revenue Code and from which theOfficer is entitled to a benefit. Pension Plan also means the nonqualified Alliant EnergyExcess Retirement Plan from which the Officer may be entitled to a benefit. 

        2.12Prior Employer Benefit means, as determined by the Board of Directors, part or all ofthe monthly amounts payable to the Officer or the Officer’s Surviving Spouse from anyof the Officer’s prior employers’ qualified or non-qualified defined benefitpension or similar type of plans, which are attributable to the prior employers’contributions to such plans. 

        2.13Supplemental Benefit means the benefit described in Paragraph 3.1 and payable to theOfficer pursuant to Articles III, IV or V. 

        2.14Surviving Spouse means the individual, if any, who is legally married to the Officerat the time of the Officer's death. 

ARTICLE III NORMAL RETIREMENTBENEFIT

**      3.1Supplemental Benefit.**

    (a)                 Subject to the following provisions of this Article III, if the Officer remains          a full-time employee and remains an Eligible Officer until his or her Normal          Retirement Date, the Officer shall receive a Supplemental Benefit equal to 60%          of the Officer’s Final Average Earnings, reduced by the sum of: