10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the quarterly period ended September 30, 2003
or
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the transition period from _______ to _______

Commission	Name of Registrant, State of Incorporation,	IRS Employer
File Number	Address of Principal Executive Offices and Telephone Number	Identification Number
1-9894	ALLIANT ENERGY CORPORATION	39-1380265
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608)458-3311
0-4117-1	INTERSTATE POWER AND LIGHT COMPANY	42-0331370
	(an Iowa corporation)
	Alliant Energy Tower
	Cedar Rapids, Iowa 52401
	Telephone (319)786-4411
0-337	WISCONSIN POWER AND LIGHT COMPANY	39-0714890
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608)458-3311

This combined Form 10-Q is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-Q relating to Interstate Power and Light Company and Wisconsin Power and Light Company is filed by such registrant on its own behalf. Each of Interstate Power and Light Company and Wisconsin Power and Light Company makes no representation as to information relating to registrants other than itself.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [ X ] No [     ]

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).
Alliant Energy Corporation	Yes [ X ]	No [     ]
Interstate Power and Light Company	Yes [     ]	No [ X ]
Wisconsin Power and Light Company	Yes [     ]	No [ X ]

Number of shares outstanding of each class of common stock as of Oct. 31, 2003:
Alliant Energy Corporation	Common stock, $0.01 par value, 110,716,597 shares outstanding
Interstate Power and Light Company	Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which
	are owned beneficially and of record by Alliant Energy Corporation)
Wisconsin Power and Light Company	Common stock, $5 par value, 13,236,601 shares outstanding (all of which are
	owned beneficially and of record by Alliant Energy Corporation)

TABLE OF CONTENTS

	Page
Part I.       Financial Information	3
Item 1. Condensed Consolidated Financial Statements (Unaudited)	3
Alliant Energy Corporation:
Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2003 and 2002	3
Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and 2002	6
Notes to Condensed Consolidated Financial Statements	7
Interstate Power and Light Company:
Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2003 and 2002	19
Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	20
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and 2002	22
Notes to Condensed Consolidated Financial Statements	23
Wisconsin Power and Light Company:
Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2003 and 2002	24
Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	25
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and 2002	27
Notes to Condensed Consolidated Financial Statements	28
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations	30
Item 3. Quantitative and Qualitative Disclosures About Market Risk	45
Item 4. Controls and Procedures	46
Part II.      Other Information	46
Item 1. Legal Proceedings	46
Item 6. Exhibits and Reports on Form 8-K	46
Signatures	48

1

DEFINITIONS

Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q are defined below:

Abbreviation or Acronym	Definition
AFUDC	Allowance for Funds Used During Construction
Alliant Energy	Alliant Energy Corporation
ARO	Asset Retirement Obligation
ATC	American Transmission Company LLC
Corporate Services	Alliant Energy Corporate Services, Inc.
DAEC	Duane Arnold Energy Center
Dth	Dekatherm
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EITF	Emerging Issues Task Force
EITF Issue 02-3	Issues Related to Accounting for Contracts Involved in Energy
	Trading and Risk Management Activities
EITF Issue 98-10	Accounting for Contracts Involved in Energy Trading and Risk
	Management Activities
Enermetrix	Enermetrix, Inc.
EPS	Earnings Per Average Common Share
FASB	Financial Accounting Standards Board
FIN	FASB Interpretation No.
FIN 46	Consolidation of Variable Interest Entities
GAAP	Accounting Principles Generally Accepted in the U.S.
IP&L	Interstate Power and Light Company
IPO	Initial Public Offering
IRS	Internal Revenue Service
IUB	Iowa Utilities Board
Kewaunee	Kewaunee Nuclear Power Plant
KV	Kilovolt
McLeod	McLeodUSA Incorporated
MD&A	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations
Meridian	Meridian Energy Limited
MPUC	Minnesota Public Utilities Commission
MW	Megawatt
MWh	Megawatt-hour
NG Energy	NG Energy Trading, LLC
PSCW	Public Service Commission of Wisconsin
PUHCA	Public Utility Holding Company Act of 1935
Resources	Alliant Energy Resources, Inc.
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards
SFAS 115	Accounting for Certain Investments in Debt and Equity Securities
SFAS 133	Accounting for Derivative Instruments and Hedging Activities
SFAS 143	Accounting for Asset Retirement Obligations
SmartEnergy	SmartEnergy, Inc.
South Beloit	South Beloit Water, Gas and Electric Company
Southern Hydro	Southern Hydro Partnership
Synfuel	Alliant Energy Synfuel LLC
TBD	To Be Determined
TRANSLink	TRANSLink Transmission Company LLC
U.S.	United States of America
Whiting	Whiting Oil and Gas Corporation
WP&L	Wisconsin Power and Light Company
WPC	Whiting Petroleum Corporation
WPSC	Wisconsin Public Service Corporation
WUHCA	Wisconsin Utility Holding Company Act

2

PART I. FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(UNAUDITED)

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2003		2002		2003		2002
	(in thousands, except per share amounts)
Operating revenues:
Electric utility	$580,054		$546,885		$1,467,187		$1,330,297
Gas utility	62,254		44,594		396,527		238,201
Non-regulated and other	117,244		67,948		437,920		206,825
	759,552		659,427		2,301,634		1,775,323
Operating expenses:
Electric and steam production fuels	89,796		92,501		249,439		230,259
Purchased power	110,620		125,153		329,052		288,986
Cost of utility gas sold	39,874		26,917		277,943		149,392
Other operation and maintenance	251,361		184,363		833,871		552,831
Depreciation and amortization	80,698		71,580		238,282		217,695
Taxes other than income taxes	21,170		26,494		68,031		79,476
	593,519		527,008		1,996,618		1,518,639
Operating income	166,033		132,419		305,016		256,684
Interest expense and other:
Interest expense	50,512		46,203		162,224		136,726
Interest income from loans to discontinued operations, net	(228	)	(4,819	)	(3,509	)	(12,419	)
Equity (income) loss from unconsolidated investments	(5,084	)	13,028		(10,067	)	16,624
Allowance for funds used during construction	(5,881	)	(1,941	)	(14,314	)	(5,291	)
Preferred dividend requirements of subsidiaries	4,087		1,602		12,213		4,966
Impairment of available-for-sale securities of McLeodUSA Inc.	-		-		-		27,218
Miscellaneous, net	(4,654	)	3,923		(9,573	)	20,929
	38,752		57,996		136,974		188,753
Income from continuing operations before income taxes	127,281		74,423		168,042		67,931
Income taxes	42,029		27,767		56,422		34,574
Income from continuing operations	85,252		46,656		111,620		33,357
Income (loss) from discontinued operations, net of tax (Note 8)	17,980		(1,926	)	29,271		27,431
Income before cumulative effect of changes in
accounting principles, net of tax	103,232		44,730		140,891		60,788
Cumulative effect of changes in accounting principles, net of tax	-		-		(5,983	)	-
Net income	$103,232		$44,730		$134,908		$60,788
Average number of common shares outstanding (basic)	109,221		91,182		98,214		90,539
Earnings per average common share (basic):
Income from continuing operations	$0.78		$0.51		$1.13		$0.37
Income (loss) from discontinued operations	0.17		(0.02	)	0.30		0.30
Cumulative effect of changes in accounting principles	-		-		(0.06	)	-
Net income	$0.95		$0.49		$1.37		$0.67
Average number of common shares outstanding (diluted)	109,433		91,258		98,331		90,622
Earnings per average common share (diluted):
Income from continuing operations	$0.78		$0.51		$1.13		$0.37
Income (loss) from discontinued operations	0.16		(0.02	)	0.30		0.30
Cumulative effect of changes in accounting principles	-		-		(0.06	)	-
Net income	$0.94		$0.49		$1.37		$0.67
Dividends declared per common share	$0.25		$0.50		$0.75		$1.50

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

3

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,		December 31,
ASSETS	2003		2002
	(in thousands)
Property, plant and equipment:
Utility:
Electric plant in service	$5,663,926		$5,295,381
Gas plant in service	641,933		613,122
Other plant in service	563,079		530,456
Accumulated depreciation	(3,501,344	)	(3,573,407	)
Net plant	3,367,594		2,865,552
Construction work in progress:
Power Iowa generating facility	256,809		10,651
Other	117,119		252,445
Other, net	64,039		68,340
Total utility	3,805,561		3,196,988
Non-regulated and other, net:
Non-regulated domestic generation	204,852		156,699
International	194,503		171,179
Integrated Services	68,032		73,983
Investments	53,434		54,303
Corporate Services and other	68,481		75,282
Total non-regulated and other	589,302		531,446
	4,394,863		3,728,434
Current assets:
Cash and temporary cash investments	93,593		62,859
Restricted cash	9,580		9,610
Accounts receivable:
Customer, less allowance for doubtful accounts of $5,187 and $4,364	180,597		69,413
Unbilled utility revenues	86,916		50,624
Other, less allowance for doubtful accounts of $718 and $845	70,448		60,107
Income tax refunds receivable	123,770		97,469
Production fuel, at average cost	59,811		63,126
Materials and supplies, at average cost	62,635		58,603
Gas stored underground, at average cost	99,308		62,797
Regulatory assets	59,597		46,076
Assets of discontinued operations (Note 8)	538,241		969,291
Other	65,831		74,314
	1,450,327		1,624,289
Investments:
Investments in unconsolidated foreign entities	445,752		373,816
Nuclear decommissioning trust funds	369,140		344,892
Investment in ATC and other	234,885		217,992
	1,049,777		936,700
Other assets:
Regulatory assets	354,515		302,365
Deferred charges and other	356,386		409,607
	710,901		711,972
Total assets	$7,605,868		$7,001,395

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

4

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	September 30,		December 31,
CAPITALIZATION AND LIABILITIES	2003		2002
	(in thousands, except share amounts)
Capitalization:
Common stock - $0.01 par value - authorized 200,000,000 shares;
outstanding 110,693,697 and 92,304,220 shares	$1,107		$923
Additional paid-in capital	1,635,412		1,293,919
Retained earnings	819,396		758,187
Accumulated other comprehensive loss	(134,131	)	(209,943	)
Shares in deferred compensation trust - 260,837 and 239,467 shares
at an average cost of $27.90 and $28.80 per share	(7,277	)	(6,896	)
Total common equity	2,314,507		1,836,190
Cumulative preferred stock of subsidiaries, net	243,803		205,063
Long-term debt (excluding current portion)	2,295,843		2,609,803
	4,854,153		4,651,056
Current liabilities:
Current maturities and sinking funds	193,058		46,591
Variable rate demand bonds	55,100		55,100
Commercial paper	145,000		195,500
Other short-term borrowings	25,437		113,721
Accounts payable	268,319		282,855
Accrued taxes	157,613		105,521
Liabilities of discontinued operations (Note 8)	96,205		138,251
Other	200,593		184,771
	1,141,325		1,122,310
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	630,263		630,625
Accumulated deferred investment tax credits	50,529		54,375
Asset retirement obligations (Note 11)	374,372		-
Pension and other benefit obligations	197,119		181,010
Environmental liabilities	46,180		48,730
Other	259,395		269,864
	1,557,858		1,184,604
Minority interest	52,532		43,425
Total capitalization and liabilities	$7,605,868		$7,001,395

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

5

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30,
	2003		2002
	(in thousands)
Cash flows from operating activities:
Net income	$134,908		$60,788
Adjustments to reconcile net income to net cash flows from operating activities:
Income from discontinued operations, net of tax	(29,271	)	(27,431	)
Depreciation and amortization	238,282		217,695
Other amortizations	53,666		34,028
Deferred tax expense (benefit) and investment tax (credits)	37,351		(16,034	)
Equity loss (income) from unconsolidated investments, net	(10,067	)	16,624
Distributions from equity method investments	16,907		16,563
Non-cash valuation (income) charges	(210	)	60,697
Refueling outage provision	(9,809	)	6,165
Cumulative effect of changes in accounting principles, net of tax	5,983		-
Other	(19,158	)	(15,982	)
Other changes in assets and liabilities:
Accounts receivable	3,183		11,560
Sale of utility accounts receivable	(161,000	)	12,000
Income tax refunds receivable	(26,301	)	(51,488	)
Gas stored underground	(36,511	)	(8,633	)
Accounts payable	(34,021	)	(35,796	)
Accrued taxes	52,092		68,045
Other	(33,158	)	25,924
Net cash flows from operating activities	182,866		374,725
Cash flows from financing activities:
Common stock dividends	(73,699	)	(135,256	)
Proceeds from issuance of common stock	339,189		45,410
Proceeds from issuance of preferred stock of subsidiary	38,738		-
Redemption of preferred stock of subsidiary	-		(56,389	)
Net change in Resources' credit facility	-		207,085
Proceeds from issuance of other long-term debt	161,208		-
Reductions in other long-term debt	(76,140	)	(20,666	)
Net change in commercial paper and other short-term borrowings	(138,784	)	176,737
Net change in loans to discontinued operations	(35,318	)	(147,658	)
Other	(14,540	)	(19,415	)
Net cash flows from financing activities	200,654		49,848
Cash flows used for investing activities:
Construction and acquisition expenditures:
Regulated domestic utilities	(399,576	)	(276,692	)
Non-regulated businesses	(227,499	)	(155,880	)
Corporate Services and other	(5,452	)	(26,871	)
Nuclear decommissioning trust funds	(10,366	)	(19,879	)
Proceeds from asset dispositions	256,954		21,008
Other	33,153		21,778
Net cash flows used for investing activities	(352,786	)	(436,536	)
Net increase (decrease) in cash and temporary cash investments	30,734		(11,963	)
Cash and temporary cash investments at beginning of period	62,859		67,886
Cash and temporary cash investments at end of period	$93,593		$55,923
Supplemental cash flows information:
Cash paid during the period for:
Interest	$148,557		$124,560
Income taxes, net of refunds	$34,163		$7,147
Noncash investing and financing activities:
Debt repaid directly by buyer in the sale of Australian business	$127,595		$-
Debt assumed by buyer of affordable housing business	$87,986		$-
Capital lease obligations incurred	$2,853		$11,635

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

6

ALLIANT ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. The interim condensed consolidated financial statements included herein have been prepared by Alliant Energy, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include Alliant Energy and its consolidated subsidiaries (including IP&L, WP&L, Resources and Corporate Services). These financial statements should be read in conjunction with the financial statements and the notes thereto included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s latest Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of Alliant Energy’s utility operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2. Alliant Energy’s comprehensive income (loss), and the components of other comprehensive income (loss), net of taxes, for the three and nine months ended Sept. 30 were as follows (in thousands):

	Three Months				Nine Months
	2003		2002		2003		2002
Net income	$103,232		$44,730		$134,908		$60,788
Unrealized holding gains (losses) on securities, net of tax	1,891		(1,995	)	5,296		(12,155	)
Less: reclassification adjustment for gains (losses)
included in net income, net of tax	417		(3,423	)	1,420		(23,146	)
Net unrealized gains on securities	1,474		1,428		3,876		10,991
Foreign currency translation adjustments, net of tax	(3,669	)	(77,178	)	65,837		(120,563	)
Unrealized holding gains (losses) on qualifying
derivatives, net of tax	2,822		(1,659	)	(2,058	)	(1,725	)
Less: reclassification adjustment for gains (losses)
included in net income, net of tax	827		(421	)	(8,157	)	2,985
Net unrealized gains (losses) on qualifying derivatives	1,995		(1,238	)	6,099		(4,710	)
Other comprehensive income (loss)	(200	)	(76,988	)	75,812		(114,282	)
Comprehensive income (loss)	$103,032		($32,258	)	$210,720		($53,494	)

3. Certain financial information relating to Alliant Energy’s significant business segments is presented below. Gas revenues included $17 million and $12 million for the three months ended Sept. 30, 2003 and 2002, and $40 million and $22 million for the nine months ended Sept. 30, 2003 and 2002, respectively, for sales to the electric segment. All other intersegment revenues were not material to Alliant Energy’s operations.

7

	Regulated Domestic Utilities					Non-regulated Businesses								Alliant
														Energy
	Electric	Gas		Other	Total	International		Other		Total		Other		Consolidated
	(in thousands)
Three Months Ended Sept. 30, 2003
Operating revenues	$580,054	$62,254		$9,205	$651,513	$30,635		$78,962		$109,597		($1,558	)	$759,552
Operating income (loss)	166,168	(7,393	)	1,642	160,417	5,232		1,114		6,346		(730	)	166,033
Income (loss) from continuing
operations					83,935	33		(2,511	)	(2,478	)	3,795		85,252
Income from discontinued
operations, net of tax					--	6		17,974		17,980		--		17,980
Net income					83,935	39		15,463		15,502		3,795		103,232
Three Months Ended Sept. 30, 2002
Operating revenues	$546,885	$44,594		$9,070	$600,549	$23,396		$37,306		$60,702		($1,824	)	$659,427
Operating income (loss)	141,159	(11,183	)	2,016	131,992	3,404		(2,696	)	708		(281	)	132,419
Income (loss) from continuing
operations					62,631	(16,344	)	(7,659	)	(24,003	)	8,028		46,656
Income (loss) from discontinued
operations, net of tax					--	(7,773	)	5,847		(1,926	)	--		(1,926	)
Net income (loss)					62,631	(24,117	)	(1,812	)	(25,929	)	8,028		44,730
Nine Months Ended Sept. 30, 2003
Operating revenues	$1,467,187	$396,527		$29,728	$1,893,442	$85,777		$326,975		$412,752		($4,560	)	$2,301,634
Operating income (loss)	266,164	20,796		5,037	291,997	14,803		(1,002	)	13,801		(782	)	305,016
Income (loss) from continuing
operations					137,545	(6,305	)	(9,048	)	(15,353	)	(10,572	)	111,620
Income (loss) from discontinued
operations, net of tax					--	44,664		(15,393	)	29,271		--		29,271
Cumulative effect of changes in
accounting principles, net of tax					--	--		(5,983	)	(5,983	)	--		(5,983	)
Net income (loss)					137,545	38,359		(30,424	)	7,935		(10,572	)	134,908
Nine Months Ended Sept. 30, 2002
Operating revenues	$1,330,297	$238,201		$27,138	$1,595,636	$72,819		$111,940		$184,759		($5,072	)	$1,775,323
Operating income (loss)	249,507	1,462		6,072	257,041	6,415		(6,287	)	128		(485	)	256,684
Income (loss) from continuing
operations					116,538	(39,724	)	(42,483	)	(82,207	)	(974	)	33,357
Income from discontinued
operations, net of tax					--	15,778		11,653		27,431		--		27,431
Net income (loss)					116,538	(23,946	)	(30,830	)	(54,776	)	(974	)	60,788

4. The provisions for income taxes for earnings from continuing operations are based on the estimated annual effective tax rate, which differs from the federal statutory rate of 35% principally due to state income taxes, the impact of foreign income and associated taxes, tax credits, effects of utility rate making and certain non-deductible expenses.

5. Alliant Energy utilizes derivative instruments to manage its exposures to various market risks as described in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Annual Report on Form 10-K for the year ended Dec. 31, 2002. The following information supplements, and should be read in conjunction with, Note 10(a) in Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” in the Form 8-K, dated June 4, 2003.

For the nine months ended Sept. 30, 2003, no income or loss was recognized in connection with hedge ineffectiveness in accordance with SFAS 133. For the three and nine months ended Sept. 30, 2003, Alliant Energy reclassified a loss of $0.1 million (all continuing operations) into earnings as a result of the discontinuance of hedges. At Sept. 30, 2003, the maximum length of time over which Alliant Energy hedged its exposure to the variability in future cash flows for forecasted transactions was 10 months (six months for discontinued operations) and Alliant Energy estimates that income of $1.7 million (including income of $0.2 million for discontinued operations) will be reclassified from accumulated other comprehensive loss into earnings within the 12 months between Oct. 1, 2003 and Sept. 30, 2004 as the hedged transactions affect earnings.

8

6. A reconciliation of the weighted average common shares outstanding used in the basic and diluted EPS calculation for the three and nine months ended Sept. 30 was as follows:

	Three Months		Nine Months
	2003	2002	2003	2002
Weighted average common shares outstanding:
Basic EPS calculation	109,220,668	91,182,359	98,214,316	90,538,884
Effect of dilutive securities	211,841	75,915	116,605	82,901
Diluted EPS calculation	109,432,509	91,258,274	98,330,921	90,621,785

The following options to purchase shares of common stock were excluded from the calculation of diluted EPS as the exercise prices were greater than the average market price for the three and nine months ended Sept. 30 as follows:

	Three Months		Nine Months
	2003	2002	2003	2002
Options to purchase shares of common stock	3,539,155	3,852,247	3,963,584	3,171,259
Average exercise price of options excluded	$29.48	$29.48	$28.46	$29.75

The effect on net income and EPS for the three and nine months ended Sept. 30 if Alliant Energy had applied the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation,” to the stock options issued under its two stock-based incentive compensation plans was as follows (dollars in thousands):

	Three Months				Nine Months
	2003		2002		2003		2002
Net income, as reported	$103,232		$44,730		$134,908		$60,788
Less: stock-based compensation expense, net of tax	688		637		1,838		1,925
Pro forma net income	$102,544		$44,093		$133,070		$58,863
EPS (basic):
As reported	$0	.95	$0	.49	$1	.37	$0	.67
Pro forma	$0	.94	$0	.48	$1	.35	$0	.65
EPS (diluted):
As reported	$0	.94	$0	.49	$1	.37	$0	.67
Pro forma	$0	.94	$0	.48	$1	.35	$0	.65

7. On Jan. 31, 2002, McLeod filed a pre-negotiated plan of reorganization in a Chapter 11 bankruptcy proceeding and the trading of McLeod’s common stock was suspended by Nasdaq. Consequently, Alliant Energy discontinued accounting for its investment in McLeod under the provisions of SFAS 115 and reduced the cost basis of its investments to the last quoted market price on Jan. 30, 2002. In June 2002, Alliant Energy received from McLeod under its plan of reorganization an initial distribution of approximately 3.3 million shares of new common stock and classified 0.9 million and 2.4 million shares as trading and available-for-sale securities, respectively. With the receipt of the new McLeod common shares and the resumption of trading on Nasdaq, Alliant Energy resumed accounting for its McLeod investments under SFAS 115 and adjusted its cost basis to the quoted market price on the date the shares were received. As a result of these events, Alliant Energy recognized pre-tax impairment charges in the first nine months of 2002 for available-for-sale securities totaling $27.2 million.

9

8. Alliant Energy announced in November 2002 its commitment to pursue the sale of, or other exit strategies for, certain non-regulated businesses in 2003. Alliant Energy has applied the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to certain of its assets which were held for sale. SFAS 144 requires that a long-lived asset classified as held for sale be measured at the lower of its carrying amount or fair value, less costs to sell, and to cease depreciation, depletion and amortization. At Dec. 31, 2002, Alliant Energy’s oil and gas (Whiting), Australian (including Southern Hydro), affordable housing and SmartEnergy businesses were classified as held for sale. In April 2003, Alliant Energy completed the sale of its Australian assets (including Southern Hydro) to New Zealand-based Meridian. The sale enabled Alliant Energy to reduce its indebtedness by approximately $320 million in the second quarter of 2003. Alliant Energy also completed the sale of its affordable housing and SmartEnergy businesses in July 2003 and these sales enabled Alliant Energy to reduce its indebtedness by approximately $110 million. Alliant Energy currently intends to sell 80.1% or more of its interest in WPC in the fourth quarter of 2003 in a proposed IPO and currently plans to divest its remaining interest, subject to market conditions. The operating results for these businesses have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Financial Statements. A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income for the three and nine months ended Sept. 30 was as follows (in thousands):

	Three Months				Nine Months
	2003		2002		2003		2002
Operating revenues	$42,792		$64,766		$162,404		$159,389
Operating expenses	19,166		52,484		90,553		139,108
Interest expense and other (pre-tax):
Loss (gain) on sale of affordable housing business (a)	(2,106	)	--		60,638		--
Loss on sale of SmartEnergy business (a)	141		--		13,641		--
Southern Hydro SFAS 133 loss (income)	--		13,403		(14,689	)	(23,402	)
Gain on sale of Australian business	--		--		(72,115	)	--
Other	2,024		8,251		16,701		23,149
Income (loss) before income taxes	23,567		(9,372	)	67,675		20,534
Income tax expense (benefit)	5,587		(7,446	)	38,404		(6,897	)
Income (loss) from discontinued operations, net of tax	$17,980		($1,926	)	$29,271		$27,431

(a) Loss (gain) on sale of affordable housing and SmartEnergy businesses includes pre-tax valuation adjustments and selling costs incurred. The valuation adjustments reflect updated estimates of the market value, less selling costs, of assets classified as held for sale for each reporting period and other adjustments and changes in estimates after the sale date.

Alliant Energy’s Australian business entered into electricity derivative contracts that were not designated as hedges (as defined by SFAS 133) to manage the electricity commodity price risk associated with anticipated sales into the spot market. SFAS 133 loss (income) in the previous table reflects the change in the fair value of these electricity derivative contracts.

A summary of the components of assets and liabilities of discontinued operations on Alliant Energy’s Condensed Consolidated Balance Sheets was as follows (in thousands):

	Sept. 30, 2003	Dec. 31, 2002
Assets of discontinued operations:
Property, plant and equipment, net	$457,308	$644,910
Current assets	75,979	113,866
Investments	2,000	6,824
Deferred charges and other	2,954	203,691
Total assets of discontinued operations	$538,241	$969,291
Liabilities of discontinued operations:
Current liabilities	$21,649	$73,343
Other long-term liabilities and deferred credits	74,556	64,784
Minority interest	--	124
Total liabilities of discontinued operations	96,205	138,251
Net assets of discontinued operations	$442,036	$831,040

At Sept. 30, 2003, Whiting also had $185 million of borrowings under a secured revolving credit facility that are included in “Long-term debt (excluding current portion)” on Alliant Energy’s Condensed Consolidated Balance Sheet.

10

A summary of the components of cash flows for discontinued operations for the nine months ended Sept. 30 was as follows (in thousands):

	2003		2002
Net cash flows from operating activities	$75,074		$35,712
Net cash flows from (used for) financing activities	(18,484	)	174,225
Net cash flows used for investing activities	(29,591	)	(205,628	)
Net increase in cash and temporary cash investments	26,999		4,309
Cash and temporary cash investments at beginning of period	16,043		5,775
Cash and temporary cash investments at end of period	$43,042		$10,084
Supplemental cash flows information:
Cash paid (received) during the period for:
Interest	$18,232		$10,080
Income taxes, net of refunds	($19,139	)	$18

9. Alliant Energy continues to evaluate the potential impacts of FIN 46 with respect to its limited off-balance sheet entities that it utilizes for its synthetic lease financings, utility accounts receivable sales program, equity method investments or other entities. In October 2003, the FASB deferred the effective date for applying the provisions of FIN 46 to Dec. 31, 2003 for entities created before Feb. 1, 2003. Alliant Energy currently anticipates the implementation of FIN 46 will not have a material impact on its financial condition or results of operations.

10. In accordance with the provisions of FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others,” as of Sept. 30, 2003 and Dec. 31, 2002, Alliant Energy had a guarantee outstanding to support a third-party financing arrangement of approximately $4 million that is not included on Alliant Energy’s Condensed Consolidated Balance Sheets. The guarantee expires in December 2007, the maturity date of the underlying debt. Alliant Energy has also guaranteed the residual value of its synthetic leases totaling $75 million in the aggregate that is not included on Alliant Energy’s Condensed Consolidated Balance Sheets. The guarantees extend through the maturity of each respective underlying lease, the latest of which is April 2015.

Under the purchase and sale agreement (Agreement) with Meridian relating to the sale of Alliant Energy’s Australian assets, Alliant Energy agreed to indemnify Meridian for losses resulting from the breach of the representations and warranties made by Alliant Energy as of the closing date, and for breach of its obligations under the Agreement. Based on exchange rates as of Sept. 30, 2003, the indemnification was limited to approximately $404 million through the end of September 2003, and is reduced to $202 million until July 2004, and will be $58 million thereafter until October 2007. The indemnification limit is subject to fluctuations in foreign currency exchange rates. Alliant Energy believes the likelihood of having to make any material cash payments under this indemnification is remote.

Alliant Energy provided certain indemnifications associated with the sale of its affordable housing business for losses resulting from breach of the representations and warranties made by Alliant Energy as of the closing date, for the breach of its obligations under the sale agreement and for its obligations for periods prior to the date of sale. The indemnifications are limited to $11 million in aggregate and expire in July 2005. Alliant Energy also retains any tax obligations that may arise from its ownership prior to the date of sale. Alliant Energy believes the likelihood of having to make any material cash payments under these indemnifications is remote.

11. Alliant Energy adopted SFAS 143 on Jan. 1, 2003, which provides accounting and disclosure requirements for retirement obligations associated with long-lived assets (AROs). SFAS 143 requires that when an asset is placed in service the present value of retirement costs for which Alliant Energy has a legal obligation must be recorded as liabilities with an equivalent amount added to the asset cost. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss.

11

The scope of SFAS 143 as it relates to Alliant Energy primarily includes decommissioning costs for DAEC and Kewaunee. It also applies to a smaller extent to several other regulated and non-regulated assets including, but not limited to, active ash landfills, water intake facilities, underground storage tanks, groundwater wells, transmission and distribution equipment, easements, leases and the dismantlement of certain hydro facilities. Other than DAEC and Kewaunee, Alliant Energy’s current AROs are not significant. Adoption of SFAS 143 for IP&L and WP&L resulted in an increase in “Electric plant in service” of $24 million and $24 million, a decrease in “Accumulated depreciation” of $106 million and $148 million, an increase in “Other assets — Regulatory assets” of $50 million and $3 million, and an increase in “Asset retirement obligations” of $180 million and $175 million on their respective Condensed Consolidated Balance Sheets. A reconciliation of the changes in the AROs is depicted below (in millions):

	IP&L	WP&L	Total
Balance at Jan. 1, 2003	$180	$175	$355
Accretion expense	10	9	19
Balance at Sept. 30, 2003	$190	$184	$374

As it relates to regulated operations, Alliant Energy believes it is probable that any differences between expenses under SFAS 143 and expenses recovered currently in rates will be recoverable in future rates, and is deferring the difference as a regulatory asset.

Upon adoption of SFAS 143, Alliant Energy also recognized a $3.9 million impact as a cumulative effect of a change in accounting principle at its oil and gas business (the business was reported as an asset held for sale and a discontinued operation at Dec. 31, 2002 and Sept. 30, 2003).

IP&L and WP&L have previously recognized removal costs as a component of depreciation expense and accumulated depreciation for other assets that do not have associated legal retirement obligations. As of Jan. 1, 2003, IP&L and WP&L estimate that they had approximately $275 million and $140 million, respectively, of such regulatory liabilities recorded in “Accumulated depreciation” on their Condensed Consolidated Balance Sheets.

If SFAS 143 had been adopted as of Jan. 1, 2000, IP&L and WP&L would have recorded ARO SFAS 143 liabilities of approximately $180 million and $175 million at Dec. 31, 2002, $168 million and $161 million at Dec. 31, 2001 and $157 million and $147 million at Dec. 31, 2000, respectively.

Refer to Note 13 for information regarding the sale of WP&L’s interest in Kewaunee.

12. Alliant Energy’s natural gas marketing business, NG Energy, is impacted by EITF Issue 02-3, which requires that all sales of energy and the related cost of energy purchased under contracts that meet the definition of energy trading contracts and that are derivatives under SFAS 133, must be reflected on a net basis in the income statement for all periods presented. Under the guidance of EITF Issue 98-10, Alliant Energy had reported its energy trading contracts and related gas in storage at fair market value, and reported related revenues and expenses on a gross basis in the income statement. EITF Issue 02-3 rescinded EITF Issue 98-10 on a prospective basis. Accordingly, any new contracts entered into after Oct. 25, 2002 have been reported on a historical cost basis rather than at fair market value unless the contract meets the definition of a derivative under SFAS 133. Alliant Energy adopted EITF Issue 02-3 on Jan. 1, 2003 for all contracts that were in place and storage gas acquired prior to Oct. 25, 2002, and reclassified prior period trading contracts on a net basis in the income statement. The impact of transitioning from reporting inventory and existing contracts that were not derivatives under SFAS 133 at fair value to historical cost resulted in a cumulative effect charge of $2.1 million (net of a deferred tax benefit of $1.4 million) in the first quarter of 2003. Commencing Jan. 1, 2003, NG Energy has very few contracts that are accounted for as derivatives under SFAS 133 and that are also classified as trading contracts, therefore almost all of its sales of energy and cost of sales in the first nine months of 2003 are reported on a gross basis. Because substantially all of its contracts prior to 2003 were classified as trading contracts under EITF Issue 98-10, primarily all of its sales of energy and cost of sales for the first nine months of 2002 are reported on a net basis. For the three and nine months ended Sept. 30, NG Energy recorded gas revenues and gas costs on the Condensed Consolidated Statements of Income as follows (in millions):

	Three Months		Nine Months
	2003	2002	2003	2002
Non-regulated and other revenues	$28	$1	$182	$3
Other operation and maintenance expenses	26	--	175	--

12

13. WP&L has signed a definitive agreement to sell its 41% ownership interest in Kewaunee to Richmond, Va.-based Dominion Resources, Inc. (Dominion). Joint owner of Kewaunee, WPSC, also agreed to sell its 59% ownership interest in Kewaunee to Dominion. Pending various regulatory approvals, including the PSCW and Nuclear Regulatory Commission, the transaction is expected to be completed by Fall 2004. WP&L anticipates that, based on a Nov. 1, 2004 closing date, it will receive approximately $90 million in cash and retain ownership of the trust assets contained in one of the two decommissioning funds it has established to cover the eventual decommissioning of Kewaunee. The fund that will be retained had a pre-tax value of $74.5 million on Sept. 30, 2003. The gross cash proceeds from the sale are expected to slightly exceed WP&L’s carrying value of the assets being sold. WP&L will request deferral of any gain and related costs from the PSCW. Because any gain realized and the retained decommissioning fund will likely be returned to customers in future rate filings, WP&L does not expect this transaction will have a significant impact on its operating results. Dominion will assume responsibility for the eventual decommissioning of Kewaunee and will receive WP&L’s qualified decommissioning trust assets which had a pre-tax value of $165 million on Sept. 30, 2003. At the closing of the sale, WP&L will enter into a long-term purchased-power agreement with Dominion to purchase energy and capacity equivalent to the amounts received had current ownership continued. The purchased-power agreement, which also will require regulatory approval, will extend through 2013 when the plant’s current operating license will expire.

14. Alliant Energy has fully and unconditionally guaranteed the payment of principal and interest on various debt securities issued by Resources and, as a result, is required to present condensed consolidating financial statements. No Alliant Energy subsidiaries are guarantors of Resources’ debt securities. Alliant Energy’s condensed consolidating financial statements are as follows:

13

Alliant Energy Corporation Condensed Consolidating Statements of Income for the Three Months Ended September 30, 2003 and 2002

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Three Months Ended September 30, 2003	(in thousands)
Operating revenues:
Electric utility	$-		$-		$580,054		$-		$580,054
Gas utility	-		-		62,254		-		62,254
Non-regulated and other	-		109,597		115,780		(108,133	)	117,244
	-		109,597		758,088		(108,133	)	759,552
Operating expenses:
Electric and steam production fuels	-		-		89,867		(71	)	89,796
Purchased power	-		-		110,629		(9	)	110,620
Cost of utility gas sold	-		-		39,874		-		39,874
Other operation and maintenance	996		92,267		257,484		(99,386	)	251,361
Depreciation and amortization	10		9,249		75,602		(4,163	)	80,698
Taxes other than income taxes	4		1,735		21,422		(1,991	)	21,170
	1,010		103,251		594,878		(105,620	)	593,519
Operating income (loss)	(1,010	)	6,346		163,210		(2,513	)	166,033
Interest expense and other:
Interest expense	1,693		22,800		26,800		(781	)	50,512
Interest income from loans to discontinued operations, net	-		(228	)	-		-		(228	)
Equity (income) loss from unconsolidated investments	-		171		(6,564	)	1,309		(5,084	)
Allowance for funds used during construction	-		-		(5,898	)	17		(5,881	)
Preferred dividend requirements of subsidiaries	-		-		4,087		-		4,087
Miscellaneous, net	(99,870	)	(563	)	(927	)	96,706		(4,654	)
	(98,177	)	22,180		17,498		97,251		38,752
Income (loss) from continuing operations before income taxes	97,167		(15,834	)	145,712		(99,764	)	127,281
Income tax expense (benefit)	(6,065	)	(13,356	)	61,975		(525	)	42,029
Income (loss) from continuing operations	103,232		(2,478	)	83,737		(99,239	)	85,252
Income from discontinued operations, net of tax	-		17,980		-		-		17,980
Net income	$103,232		$15,502		$83,737		($99,239	)	$103,232
Three Months Ended September 30, 2002
Operating revenues:
Electric utility	$-		$-		$546,885		$-		$546,885
Gas utility	-		-		44,594		-		44,594
Non-regulated and other	-		60,702		91,791		(84,545	)	67,948
	-		60,702		683,270		(84,545	)	659,427
Operating expenses:
Electric and steam production fuels	-		-		92,501		-		92,501
Purchased power	-		-		125,153		-		125,153
Cost of utility gas sold	-		-		26,917		-		26,917
Other operation and maintenance	648		51,417		214,850		(82,552	)	184,363
Depreciation and amortization	-		7,075		64,505		-		71,580
Taxes other than income taxes	-		1,502		26,921		(1,929	)	26,494
	648		59,994		550,847		(84,481	)	527,008
Operating income (loss)	(648	)	708		132,423		(64	)	132,419
Interest expense and other:
Interest expense	875		18,851		28,093		(1,616	)	46,203
Interest income from loans to discontinued operations, net	-		(4,819	)	-		-		(4,819	)
Equity (income) loss from unconsolidated investments	(1,490	)	19,102		(4,584	)	-		13,028
Allowance for funds used during construction	-		-		(1,941	)	-		(1,941	)
Preferred dividend requirements of subsidiaries	-		-		1,602		-		1,602
Miscellaneous, net	(36,282	)	5,294		(3,468	)	38,379		3,923
	(36,897	)	38,428		19,702		36,763		57,996
Income (loss) from continuing operations before income taxes	36,249		(37,720	)	112,721		(36,827	)	74,423
Income tax expense (benefit)	(8,481	)	(13,752	)	50,064		(64	)	27,767
Income (loss) from continuing operations	44,730		(23,968	)	62,657		(36,763	)	46,656
Loss from discontinued operations, net of tax	-		(1,926	)	-		-		(1,926	)
Net income (loss)	$44,730		($25,894	)	$62,657		($36,763	)	$44,730

14

Alliant Energy Corporation Condensed Consolidating Statements of Income for the Nine Months Ended September 30, 2003 and 2002

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Nine Months Ended September 30, 2003	(in thousands)
Operating revenues:
Electric utility	$-		$-		$1,467,187		$-		$1,467,187
Gas utility	-		-		396,527		-		396,527
Non-regulated and other	-		412,752		313,615		(288,447	)	437,920
	-		412,752		2,177,329		(288,447	)	2,301,634
Operating expenses:
Electric and steam production fuels	-		-		249,537		(98	)	249,439
Purchased power	-		-		328,512		540		329,052
Cost of utility gas sold	-		-		277,943		-		277,943
Other operation and maintenance	2,155		367,610		721,638		(257,532	)	833,871
Depreciation and amortization	28		26,204		224,158		(12,108	)	238,282
Taxes other than income taxes	9		5,137		68,748		(5,863	)	68,031
	2,192		398,951		1,870,536		(275,061	)	1,996,618
Operating income (loss)	(2,192	)	13,801		306,793		(13,386	)	305,016
Interest expense and other:
Interest expense	8,230		76,514		82,634		(5,154	)	162,224
Interest income from loans to discontinued operations, net	-		(3,509	)	-		-		(3,509	)
Equity (income) loss from unconsolidated investments	-		5,152		(15,219	)	-		(10,067	)
Allowance for funds used during construction	-		-		(14,412	)	98		(14,314	)
Preferred dividend requirements of subsidiaries	-		-		12,213		-		12,213
Miscellaneous, net	(148,655	)	(3,209	)	5,374		136,917		(9,573	)
	(140,425	)	74,948		70,590		131,861		136,974
Income (loss) from continuing operations before income taxes	138,233		(61,147	)	236,203		(145,247	)	168,042
Income tax expense (benefit)	3,325		(45,794	)	99,428		(537	)	56,422
Income (loss) from continuing operations	134,908		(15,353	)	136,775		(144,710	)	111,620
Income from discontinued operations, net of tax	-		29,271		-		-		29,271
Income before cumulative effect of changes in
accounting principles, net of tax	134,908		13,918		136,775		(144,710	)	140,891
Cumulative effect of changes in accounting principles, net of tax	-		(5,983	)	-		-		(5,983	)
Net income	$134,908		$7,935		$136,775		($144,710	)	$134,908
Nine Months Ended September 30, 2002
Operating revenues:
Electric utility	$-		$-		$1,330,297		$-		$1,330,297
Gas utility	-		-		238,201		-		238,201
Non-regulated and other	-		184,759		251,700		(229,634	)	206,825
	-		184,759		1,820,198		(229,634	)	1,775,323
Operating expenses:
Electric and steam production fuels	-		-		230,259		-		230,259
Purchased power	-		-		288,986		-		288,986
Cost of utility gas sold	-		-		149,392		-		149,392
Other operation and maintenance	1,579		159,507		615,934		(224,189	)	552,831
Depreciation and amortization	-		20,205		197,490		-		217,695
Taxes other than income taxes	-		4,919		79,886		(5,329	)	79,476
	1,579		184,631		1,561,947		(229,518	)	1,518,639
Operating income (loss)	(1,579	)	128		258,251		(116	)	256,684
Interest expense and other:
Interest expense	2,606		55,359		83,424		(4,663	)	136,726
Interest income from loans to discontinued operations, net	-		(12,419	)	-		-		(12,419	)
Equity (income) loss from unconsolidated investments	(941	)	30,120		(12,555	)	-		16,624
Allowance for funds used during construction	-		-		(5,291	)	-		(5,291	)
Preferred dividend requirements of subsidiaries	-		-		4,966		-		4,966
Impairment of available-for-sale securities of McLeodUSA Inc.	-		27,218		-		-		27,218
Miscellaneous, net	(63,831	)	29,986		(12,101	)	66,875		20,929
	(62,166	)	130,264		58,443		62,212		188,753
Income (loss) from continuing operations before income taxes	60,587		(130,136	)	199,808		(62,328	)	67,931
Income tax expense (benefit)	(201	)	(48,320	)	83,211		(116	)	34,574
Income (loss) from continuing operations	60,788		(81,816	)	116,597		(62,212	)	33,357
Income from discontinued operations, net of tax	-		27,431		-		-		27,431
Net income (loss)	$60,788		($54,385	)	$116,597		($62,212	)	$60,788

15

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of September 30, 2003

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS	(in thousands)
Property, plant and equipment:
Utility:
Electric plant in service	$-		$-		$5,663,926		$-		$5,663,926
Other plant in service	-		-		1,205,012		-		1,205,012
Accumulated depreciation	-		-		(3,501,344	)	-		(3,501,344	)
Construction work in progress:
Power Iowa generating facility	-		-		256,809		-		256,809
Other	-		-		117,119		-		117,119
Other, net	-		-		64,039		-		64,039
Total utility	-		-		3,805,561		-		3,805,561
Non-regulated and other, net:
Non-regulated domestic generation	-		204,852		-		-		204,852
Other	-		315,788		68,773		(111	)	384,450
Total non-regulated and other	-		520,640		68,773		(111	)	589,302
	-		520,640		3,874,334		(111	)	4,394,863
Current assets:
Cash and temporary cash investments	782		87,336		5,475		-		93,593
Accounts receivable, net	8,150		76,913		419,627		(166,729	)	337,961
Income tax refunds receivable	16,352		90,476		16,942		-		123,770
Gas stored underground, at average cost	-		38,533		60,775		-		99,308
Regulatory assets	-		-		59,597		-		59,597
Assets of discontinued operations	-		538,241		-		-		538,241
Other	165,985		49,058		148,611		(165,797	)	197,857
	191,269		880,557		711,027		(332,526	)	1,450,327
Investments:
Consolidated subsidiaries	2,245,008		-		10		(2,245,018	)	-
Other	12,200		514,343		523,234		-		1,049,777
	2,257,208		514,343		523,244		(2,245,018	)	1,049,777
Deferred charges and other	2,352		131,047		612,985		(35,483	)	710,901
Total assets	$2,450,829		$2,046,587		$5,721,590		($2,613,138	)	$7,605,868
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,636,519		$232,743		$1,224,808		($1,457,551	)	$1,636,519
Retained earnings	819,396		122,774		798,928		(921,702	)	819,396
Accumulated other comprehensive loss	(134,131	)	(90,819	)	(43,312	)	134,131		(134,131	)
Shares in deferred compensation trust	(7,277	)	-		-		-		(7,277	)
Total common equity	2,314,507		264,698		1,980,424		(2,245,122	)	2,314,507
Cumulative preferred stock of subsidiaries, net	-		-		243,803		-		243,803
Long-term debt (excluding current portion)	-		1,129,982		1,165,861		-		2,295,843
	2,314,507		1,394,680		3,390,088		(2,245,122	)	4,854,153
Current liabilities:
Current maturities and sinking funds	24,000		7,208		161,850		-		193,058
Commercial paper	98,000		-		47,000		-		145,000
Other short-term borrowings	-		144,514		46,720		(165,797	)	25,437
Accrued taxes	6,800		66,856		83,957		-		157,613
Liabilities of discontinued operations	-		96,205		-		-		96,205
Other	4,598		135,123		551,020		(166,729	)	524,012
	133,398		449,906		890,547		(332,526	)	1,141,325
Other long-term liabilities and deferred credits:
Asset retirement obligations	-		-		374,372		-		374,372
Other	2,924		149,469		1,066,583		(35,490	)	1,183,486
	2,924		149,469		1,440,955		(35,490	)	1,557,858
Minority interest	-		52,532		-		-		52,532
Total capitalization and liabilities	$2,450,829		$2,046,587		$5,721,590		($2,613,138	)	$7,605,868

16

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2002

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS	(in thousands)
Property, plant and equipment:
Utility:
Electric plant in service	$-		$-		$5,295,381		$-		$5,295,381
Other plant in service	-		-		1,143,578		-		1,143,578
Accumulated depreciation	-		-		(3,573,407	)	-		(3,573,407	)
Construction work in progress:
Power Iowa generating facility	-		-		10,651		-		10,651
Other	-		-		252,445		-		252,445
Other, net	-		-		68,340		-		68,340
Total utility	-		-		3,196,988		-		3,196,988
Non-regulated and other, net:
Non-regulated domestic generation	-		156,699		-		-		156,699
Other	-		299,355		75,503		(111	)	374,747
Total non-regulated and other	-		456,054		75,503		(111	)	531,446
	-		456,054		3,272,491		(111	)	3,728,434
Current assets:
Cash and temporary cash investments	4		47,236		15,619		-		62,859
Accounts receivable, net	9,034		78,590		284,151		(191,631	)	180,144
Income tax refunds receivable	18,175		72,882		6,412		-		97,469
Gas stored underground, at average cost	-		26,668		36,129		-		62,797
Regulatory assets	-		-		46,076		-		46,076
Assets of discontinued operations	-		969,291		-		-		969,291
Other	245,423		51,712		153,282		(244,764	)	205,653
	272,636		1,246,379		541,669		(436,395	)	1,624,289
Investments:
Consolidated subsidiaries	1,817,341		-		10		(1,817,351	)	-
Other	11,660		430,173		494,867		-		936,700
	1,829,001		430,173		494,877		(1,817,351	)	936,700
Deferred charges and other	-		127,834		611,721		(27,583	)	711,972
Total assets	$2,101,637		$2,260,440		$4,920,758		($2,281,440	)	$7,001,395
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,294,842		$232,743		$906,261		($1,139,004	)	$1,294,842
Retained earnings	758,187		114,838		773,556		(888,394	)	758,187
Accumulated other comprehensive loss	(209,943	)	(166,947	)	(42,996	)	209,943		(209,943	)
Shares in deferred compensation trust	(6,896	)	-		-		-		(6,896	)
Total common equity	1,836,190		180,634		1,636,821		(1,817,455	)	1,836,190
Cumulative preferred stock of subsidiaries, net	-		-		205,063		-		205,063
Long-term debt (excluding current portion)	24,000		1,290,205		1,295,598		-		2,609,803
	1,860,190		1,470,839		3,137,482		(1,817,455	)	4,651,056
Current liabilities:
Current maturities and sinking funds	-		41,511		5,080		-		46,591
Commercial paper	135,500		-		60,000		-		195,500
Other short-term borrowings	85,000		194,482		79,003		(244,764	)	113,721
Accrued taxes	9,743		13,655		82,123		-		105,521
Liabilities of discontinued operations	-		138,251		-		-		138,251
Other	7,953		176,932		529,472		(191,631	)	522,726
	238,196		564,831		755,678		(436,395	)	1,122,310
Other long-term liabilities and deferred credits	3,251		181,345		1,027,598		(27,590	)	1,184,604
Minority interest	-		43,425		-		-		43,425
Total capitalization and liabilities	$2,101,637		$2,260,440		$4,920,758		($2,281,440	)	$7,001,395

17

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Nine Months Ended September 30, 2003	(in thousands)
Net cash flows from (used for) operating activities	$132,636		($67,594	)	$274,746		($156,922	)	$182,866
Cash flows from (used for) financing activities:
Common stock dividends	(73,699	)	-		(111,401	)	111,401		(73,699	)
Proceeds from issuance of common stock	339,189		-		-		-		339,189
Proceeds from issuance of preferred stock of subsidiary	-		-		38,738		-		38,738
Proceeds from issuance of other long-term debt	-		61,208		100,000		-		161,208
Reductions in other long-term debt	-		(3,460	)	(72,680	)	-		(76,140	)
Net change in commercial paper and other short-term borrowings	(43,534	)	(49,968	)	(45,282	)	-		(138,784	)
Net change in loans to discontinued operations	-		(35,318	)	-		-		(35,318	)
Other	(1,650	)	1,869		291,574		(306,333	)	(14,540	)
Net cash flows from (used for) financing activities	220,306		(25,669	)	200,949		(194,932	)	200,654
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Regulated domestic utilities	-		-		(508,423	)	108,847		(399,576	)
Non-regulated businesses	-		(227,499	)	-		-		(227,499	)
Corporate Services and other	(50	)	-		(5,402	)	-		(5,452	)
Proceeds from asset dispositions	-		365,313		488		(108,847	)	256,954
Other	(352,114	)	(4,451	)	27,498		351,854		22,787
Net cash flows from (used for) investing activities	(352,164	)	133,363		(485,839	)	351,854		(352,786	)
Net increase (decrease) in cash and temporary cash investments	778		40,100		(10,144	)	-		30,734
Cash and temporary cash investments at beginning of period	4		47,236		15,619		-		62,859
Cash and temporary cash investments at end of period	$782		$87,336		$5,475		$-		$93,593
Supplemental cash flows information:
Cash paid (received) during the period for:
Interest	$7,755		$60,129		$80,673		$-		$148,557
Income taxes, net of refunds	($5,473	)	($18,078	)	$57,714		$-		$34,163
Noncash investing and financing activities:
Debt repaid directly by buyer in the sale of Australian business	$-		$127,595		$-		$-		$127,595
Debt assumed by buyer of affordable housing business	$-		$87,986		$-		$-		$87,986
Capital lease obligations incurred	$-		$-		$2,853		$-		$2,853
Nine Months Ended September 30, 2002
Net cash flows from (used for) operating activities	$62,040		($8,486	)	$388,349		($67,178	)	$374,725
Cash flows from (used for) financing activities:
Common stock dividends	(135,256	)	-		(104,404	)	104,404		(135,256	)
Proceeds from issuance of common stock	45,410		-		-		-		45,410
Redemption of preferred stock of subsidiary	-		-		(56,389	)	-		(56,389	)
Net change in Resources' credit facility	-		207,085		-		-		207,085
Reductions in other long-term debt	-		(20,106	)	(560	)	-		(20,666	)
Net change in commercial paper and other short-term borrowings	35,335		86,876		52,587		1,939		176,737
Net change in loans to discontinued operations	-		(147,658	)	-		-		(147,658	)
Other	(213	)	661		47,175		(67,038	)	(19,415	)
Net cash flows from (used for) financing activities	(54,724	)	126,858		(61,591	)	39,305		49,848
Cash flows used for investing activities:
Construction and acquisition expenditures:
Regulated domestic utilities	-		-		(276,692	)	-		(276,692	)
Non-regulated businesses	-		(155,880	)	-		-		(155,880	)
Corporate Services and other	-		-		(26,871	)	-		(26,871	)
Proceeds from asset dispositions	19,349		1,659		-		-		21,008
Other	(29,831	)	22,497		(20,579	)	29,812		1,899
Net cash flows used for investing activities	(10,482	)	(131,724	)	(324,142	)	29,812		(436,536	)
Net increase (decrease) in cash and temporary cash investments	(3,166	)	(13,352	)	2,616		1,939		(11,963	)
Cash and temporary cash investments at beginning of period	6,381		60,237		3,207		(1,939	)	67,886
Cash and temporary cash investments at end of period	$3,215		$46,885		$5,823		$-		$55,923
Supplemental cash flows information:
Cash paid during the period for:
Interest	$1,920		$44,133		$78,507		$-		$124,560
Income taxes, net of refunds	$-		$2,696		$4,451		$-		$7,147
Noncash investing and financing activities:
Capital lease obligations incurred	$-		$-		$11,635		$-		$11,635

18

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2003		2002		2003		2002
	(in thousands)
Operating revenues:
Electric utility	$308,141		$322,422		$773,186		$747,691
Gas utility	28,383		21,494		195,725		128,748
Steam	7,499		7,631		25,245		23,181
	344,023		351,547		994,156		899,620
Operating expenses:
Electric and steam production fuels	45,362		52,104		132,689		127,806
Purchased power	42,852		54,950		125,346		120,171
Cost of gas sold	17,742		11,698		136,735		80,268
Other operation and maintenance	99,384		83,353		268,947		244,046
Depreciation and amortization	41,583		36,751		123,000		109,303
Taxes other than income taxes	11,623		16,138		39,708		49,157
	258,546		254,994		826,425		730,751
Operating income	85,477		96,553		167,731		168,869
Interest expense and other:
Interest expense	17,109		17,127		51,283		50,119
Allowance for funds used during construction	(4,942	)	(1,249	)	(11,002	)	(3,666	)
Miscellaneous, net	(1,746	)	(3,169	)	(1,953	)	(6,868	)
	10,421		12,709		38,328		39,585
Income before income taxes	75,056		83,844		129,403		129,284
Income taxes	34,068		38,810		55,586		55,574
Net income	40,988		45,034		73,817		73,710
Preferred dividend requirements	3,260		775		9,730		2,483
Earnings available for common stock	$37,728		$44,259		$64,087		$71,227

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

19

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,		December 31,
ASSETS	2003		2002
	(in thousands)
Property, plant and equipment:
Electric plant in service	$3,671,871		$3,451,547
Gas plant in service	341,607		326,470
Steam plant in service	59,737		59,737
Other plant in service	208,827		195,328
Accumulated depreciation	(2,161,426	)	(2,163,371	)
Net plant	2,120,616		1,869,711
Construction work in progress:
Power Iowa generating facility	256,809		10,651
Other	71,887		155,699
Other, net	47,896		50,529
	2,497,208		2,086,590
Current assets:
Cash and temporary cash investments	63		6,076
Accounts receivable:
Customer, less allowance for doubtful accounts of $1,675 and $894	84,075		42,647
Associated companies	32,439		79,105
Other, less allowance for doubtful accounts of $225 and $388	29,132		27,898
Production fuel, at average cost	36,879		36,852
Materials and supplies, at average cost	32,335		28,821
Gas stored underground, at average cost	32,876		19,450
Regulatory assets	35,183		18,077
Prepayments and other	16,549		13,941
	299,531		272,867
Investments:
Nuclear decommissioning trust funds	137,357		121,158
Other	13,391		13,492
	150,748		134,650
Other assets:
Regulatory assets	255,611		199,691
Deferred charges and other	38,797		44,608
	294,408		244,299
Total assets	$3,241,895		$2,738,406

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

20

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	September 30,		December 31,
CAPITALIZATION AND LIABILITIES	2003		2002
	(in thousands, except share amounts)
Capitalization:
Common stock - $2.50 par value - authorized 24,000,000
shares; 13,370,788 shares outstanding	$33,427		$33,427
Additional paid-in capital	596,222		477,701
Retained earnings	373,883		374,428
Accumulated other comprehensive loss	(18,887	)	(18,887	)
Total common equity	984,645		866,669
Cumulative preferred stock	183,840		145,100
Long-term debt (excluding current portion)	829,483		827,389
	1,997,968		1,839,158
Current liabilities:
Current maturities and sinking funds	99,850		5,080
Commercial paper	4,000		-
Accounts payable	122,426		83,126
Accounts payable to associated companies	40,656		41,537
Accrued interest	12,845		14,628
Accrued taxes	69,751		62,135
Accumulated refueling outage provision	4,036		13,845
Other	44,248		40,946
	397,812		261,297
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	329,037		313,308
Accumulated deferred investment tax credits	28,494		31,135
Asset retirement obligations	190,099		-
Pension and other benefit obligations	97,311		88,449
Regulatory liabilities	76,678		78,995
Environmental liabilities	38,356		39,849
Other	86,140		86,215
	846,115		637,951
Total capitalization and liabilities	$3,241,895		$2,738,406

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

21

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30,
	2003		2002
	(in thousands)
Cash flows from operating activities:
Net income	$73,817		$73,710
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	123,000		109,303
Amortization of leased nuclear fuel	9,374		10,812
Deferred tax expense (benefit) and investment tax (credits)	19,301		(5,367	)
Refueling outage provision	(9,809	)	6,165
Other	(1,745	)	3,777
Other changes in assets and liabilities:
Accounts receivable	49,004		(1,086	)
Sale of utility accounts receivable	(45,000	)	(2,000	)
Gas stored underground	(13,426	)	(3,113	)
Accounts payable	3,416		(10,945	)
Accrued taxes	7,616		34,204
Adjustment clause balances	(16,511	)	(6,264	)
Other	8,259		22,163
Net cash flows from operating activities	207,296		231,359
Cash flows from (used for) financing activities:
Common stock dividends	(64,632	)	(60,255	)
Preferred stock dividends	(9,730	)	(2,483	)
Capital contribution from parent	118,780		60,000
Proceeds from issuance of preferred stock	38,738		-
Redemption of preferred stock	-		(56,389	)
Proceeds from issuance of long-term debt	100,000		-
Reductions in long-term debt	(2,680	)	(560	)
Net change in short-term borrowings	4,000		13,074
Principal payments under capital lease obligations	(9,720	)	(11,053	)
Other	13,996		3,205
Net cash flows from (used for) financing activities	188,752		(54,461	)
Cash flows used for investing activities:
Utility construction expenditures	(404,968	)	(167,142	)
Nuclear decommissioning trust funds	(8,209	)	(4,506	)
Other	11,116		(5,272	)
Net cash flows used for investing activities	(402,061	)	(176,920	)
Net decrease in cash and temporary cash investments	(6,013	)	(22	)
Cash and temporary cash investments at beginning of period	6,076		87
Cash and temporary cash investments at end of period	$63		$65
Supplemental cash flows information:
Cash paid during the period for:
Interest	$50,076		$48,196
Income taxes, net of refunds	$12,264		$ -
Noncash investing and financing activities:
Capital lease obligations incurred	$2,853		$11,635

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

22

INTERSTATE POWER AND LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy Notes to Condensed Consolidated Financial Statements are incorporated by reference insofar as they relate to IP&L.

1. The interim condensed consolidated financial statements included herein have been prepared by IP&L, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include IP&L and its consolidated subsidiaries. IP&L is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in IP&L’s latest Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of IP&L’s operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2. For the three and nine months ended Sept. 30, 2003 and 2002, IP&L had no other comprehensive income, thus IP&L’s comprehensive income was equal to its earnings available for common stock for all periods.

3. Certain financial information relating to IP&L’s significant business segments is presented below. Intersegment revenues were not material to IP&L’s operations.

	Electric	Gas		Other	Total
	(in thousands)
Three Months Ended Sept. 30, 2003
Operating revenues	$308,141	$28,383		$7,499	$344,023
Operating income (loss)	89,197	(4,708	)	988	85,477
Earnings available for common stock					37,728
Three Months Ended Sept. 30, 2002
Operating revenues	$322,422	$21,494		$7,631	$351,547
Operating income (loss)	99,795	(4,796	)	1,554	96,553
Earnings available for common stock					44,259
Nine Months Ended Sept. 30, 2003
Operating revenues	$773,186	$195,725		$25,245	$994,156
Operating income	156,298	7,474		3,959	167,731
Earnings available for common stock					64,087
Nine Months Ended Sept. 30, 2002
Operating revenues	$747,691	$128,748		$23,181	$899,620
Operating income	161,190	2,729		4,950	168,869
Earnings available for common stock					71,227

10. IP&L utilizes several synthetic leases to finance certain utility railcars that were not included on IP&L’s Condensed Consolidated Balance Sheets. IP&L has guaranteed the residual value of its synthetic leases totaling $6.8 million in the aggregate. The guarantees extend through the maturity of each respective underlying lease, the latest of which is January 2009.

23

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2003		2002		2003		2002
	(in thousands)
Operating revenues:
Electric utility	$271,913		$224,463		$694,001		$582,606
Gas utility	33,871		23,100		200,802		109,453
Water	1,706		1,439		4,483		3,957
	307,490		249,002		899,286		696,016
Operating expenses:
Electric production fuels	44,434		40,397		116,750		102,453
Purchased power	67,768		70,203		203,706		168,815
Cost of gas sold	22,132		15,219		141,208		69,124
Other operation and maintenance	59,903		51,137		198,723		153,866
Depreciation and amortization	29,856		27,754		89,051		88,187
Taxes other than income taxes	7,809		8,853		23,177		25,399
	231,902		213,563		772,615		607,844
Operating income	75,588		35,439		126,671		88,172
Interest expense and other:
Interest expense	9,254		9,881		29,469		30,029
Interest income	(2,081	)	100		(5,822	)	(5,563	)
Equity income from unconsolidated investments	(5,192	)	(4,514	)	(14,972	)	(12,387	)
Allowance for funds used during construction	(939	)	(692	)	(3,312	)	(1,625	)
Miscellaneous, net	(243	)	323		629		2,512
	799		5,098		5,992		12,966
Income before income taxes	74,789		30,341		120,679		75,206
Income taxes	27,384		11,191		43,306		27,522
Net income	47,405		19,150		77,373		47,684
Preferred dividend requirements	827		827		2,483		2,483
Earnings available for common stock	$46,578		$18,323		$74,890		$45,201

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

24

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,		December 31,
ASSETS	2003		2002
	(in thousands)
Property, plant and equipment:
Electric plant in service	$1,992,055		$1,843,834
Gas plant in service	300,326		286,652
Water plant in service	35,763		33,062
Other plant in service	258,752		242,329
Accumulated depreciation	(1,339,918	)	(1,410,036	)
Net plant	1,246,978		995,841
Construction work in progress	45,232		96,746
Other, net	16,143		17,811
	1,308,353		1,110,398
Current assets:
Cash and temporary cash investments	3,759		8,577
Accounts receivable:
Customer, less allowance for doubtful accounts of $1,816 and $1,770	121,869		7,977
Associated companies	32,210		21,484
Other, less allowance for doubtful accounts of $289 and $458	20,834		18,191
Production fuel, at average cost	14,692		18,980
Materials and supplies, at average cost	23,240		22,133
Gas stored underground, at average cost	27,898		16,679
Regulatory assets	24,414		27,999
Prepaid gross receipts tax	21,017		27,388
Other	8,823		8,599
	298,756		178,007
Investments:
Nuclear decommissioning trust funds	231,783		223,734
Investment in ATC and other	137,036		133,043
	368,819		356,777
Other assets:
Regulatory assets	98,904		102,674
Deferred charges and other	189,713		236,741
	288,617		339,415
Total assets	$2,264,545		$1,984,597

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

25

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	September 30,		December 31,
CAPITALIZATION AND LIABILITIES	2003		2002
	(in thousands, except share amounts)
Capitalization:
Common stock - $5 par value - authorized 18,000,000 shares;
13,236,601 shares outstanding	$66,183		$66,183
Additional paid-in capital	525,603		325,603
Retained earnings	427,424		399,302
Accumulated other comprehensive loss	(24,425	)	(24,108	)
Total common equity	994,785		766,980
Cumulative preferred stock	59,963		59,963
Long-term debt (excluding current portion)	336,379		468,208
	1,391,127		1,295,151
Current liabilities:
Current maturities	62,000		-
Variable rate demand bonds	55,100		55,100
Commercial paper	43,000		60,000
Accounts payable	47,186		90,869
Accounts payable to associated companies	48,018		43,276
Accrued taxes	13,683		19,353
Regulatory liabilities	13,934		16,938
Other	26,883		29,064
	309,804		314,600
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	195,654		191,894
Accumulated deferred investment tax credits	22,035		23,241
Asset retirement obligations	184,273		-
Pension and other benefit obligations	63,891		58,921
Customer advances	35,987		36,555
Other	61,774		64,235
	563,614		374,846
Total capitalization and liabilities	$2,264,545		$1,984,597

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

26

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30,
	2003		2002
	(in thousands)
Cash flows from operating activities:
Net income	$77,373		$47,684
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	89,051		88,187
Amortization of nuclear fuel	4,052		4,680
Amortization of deferred energy efficiency expenditures	31,685		11,745
Deferred tax expense (benefit) and investment tax (credits)	9,072		(2,215	)
Equity income from unconsolidated investments, net	(14,972	)	(12,387	)
Distributions from equity method investments	10,791		10,481
Other	(6,559	)	(5,891	)
Other changes in assets and liabilities:
Accounts receivable	(11,261	)	14,960
Sale of utility accounts receivable	(116,000	)	14,000
Gas stored underground	(11,219	)	1,697
Accounts payable	(13,955	)	(14,383	)
Accrued taxes	(5,670	)	25,026
Other	(7,141	)	(6,364	)
Net cash flows from operating activities	35,247		177,220
Cash flows from (used for) financing activities:
Common stock dividends	(46,768	)	(44,150	)
Preferred stock dividends	(2,483	)	(2,483	)
Capital contribution from parent	200,000		11,000
Reductions in long-term debt	(70,000	)	-
Net change in short-term borrowings	(17,000	)	(9,316	)
Other	(13,353	)	(8,265	)
Net cash flows from (used for) financing activities	50,396		(53,214	)
Cash flows used for investing activities:
Utility construction expenditures	(103,454	)	(109,550	)
Nuclear decommissioning trust funds	(2,157	)	(15,373	)
Other	15,150		2,099
Net cash flows used for investing activities	(90,461	)	(122,824	)
Net increase (decrease) in cash and temporary cash investments	(4,818	)	1,182
Cash and temporary cash investments at beginning of period	8,577		307
Cash and temporary cash investments at end of period	$3,759		$1,489
Supplemental cash flows information:
Cash paid during the period for:
Interest	$30,597		$30,312
Income taxes, net of refunds	$46,385		$4,396

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

27

WISCONSIN POWER AND LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy Notes to Condensed Consolidated Financial Statements are incorporated by reference insofar as they relate to WP&L.

1. The interim condensed consolidated financial statements included herein have been prepared by WP&L, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include WP&L and its consolidated subsidiaries. WP&L is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in WP&L’s latest Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of (a) the consolidated results of operations for the three and nine months ended Sept. 30, 2003 and 2002, (b) the consolidated financial position at Sept. 30, 2003 and Dec. 31, 2002, and (c) the consolidated statement of cash flows for the nine months ended Sept. 30, 2003 and 2002, have been made. Because of the seasonal nature of WP&L’s operations, results for the three and nine months ended Sept. 30, 2003 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2003. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2. WP&L’s comprehensive income, and the components of other comprehensive income (loss), net of taxes, for the three and nine months ended Sept. 30 were as follows (in thousands):

	Three Months		Nine Months
	2003	2002	2003		2002
Earnings available for common stock	$46,578	$18,323	$74,890		$45,201
Unrealized holding gains (losses) on qualifying
derivatives, net of tax	--	126	(5,914	)	(173	)
Less: reclassification adjustment for gains (losses)
included in earnings available for common
stock, net of tax	--	--	(5,597	)	4,287
Net unrealized gains (losses) on qualifying derivatives	--	126	(317	)	(4,460	)
Other comprehensive income (loss)	--	126	(317	)	(4,460	)
Comprehensive income	$46,578	$18,449	$74,573		$40,741

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3. Certain financial information relating to WP&L’s significant business segments is presented below. Gas revenues included $15 million and $10 million for the three months ended Sept. 30, 2003 and 2002, and $37 million and $18 million for the nine months ended Sept. 30, 2003 and 2002, respectively, for sales to the electric segment. All other intersegment revenues were not material to WP&L’s operations.

	Electric	Gas		Other	Total
	(in thousands)
Three Months Ended Sept. 30, 2003
Operating revenues	$271,913	$33,871		$1,706	$307,490
Operating income (loss)	77,619	(2,685	)	654	75,588
Earnings available for common stock					46,578
Three Months Ended Sept. 30, 2002
Operating revenues	$224,463	$23,100		$1,439	$249,002
Operating income (loss)	41,364	(6,387	)	462	35,439
Earnings available for common stock					18,323
Nine Months Ended Sept. 30, 2003
Operating revenues	$694,001	$200,802		$4,483	$899,286
Operating income	112,271	13,322		1,078	126,671
Earnings available for common stock					74,890
Nine Months Ended Sept. 30, 2002
Operating revenues	$582,606	$109,453		$3,957	$696,016
Operating income (loss)	88,317	(1,267	)	1,122	88,172
Earnings available for common stock					45,201

10. WP&L utilizes several synthetic leases to finance certain utility railcars and a utility radio dispatch system that were not included on WP&L’s Condensed Consolidated Balance Sheets. WP&L has guaranteed the residual value of its synthetic leases totaling $13.4 million in the aggregate. The guarantees extend through the maturity of each respective underlying lease, the latest of which is April 2015.

15. Earnings (losses) on WP&L’s nuclear decommissioning trust funds of $2.0 million and ($0.2) million for the three months ended Sept. 30, 2003 and 2002, respectively, and $5.5 million and $5.1 million for the nine months ended Sept. 30, 2003 and 2002, respectively, are included in “Interest income” in WP&L’s Condensed Consolidated Statements of Income. A corresponding offset is recorded in “Depreciation and amortization” expense.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS

The primary first tier subsidiaries of Alliant Energy include: IP&L, WP&L, Resources and Corporate Services. Among various other regulatory constraints, Alliant Energy is operating as a registered public utility holding company subject to the limitations imposed by PUHCA. This MD&A includes information relating to Alliant Energy, IP&L and WP&L (as well as Resources and Corporate Services). Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements included in this report as well as the financial statements, notes and MD&A included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s latest Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not of historical fact are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Some, but not all, of the risks and uncertainties include: weather effects on sales and revenues; economic and political conditions in Alliant Energy’s domestic and international service territories; federal, state and international regulatory or governmental actions, including the impact of pending energy-related legislation in Congress and the ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs and the earning of reasonable rates of return, as well as the payment of expected levels of dividends; Alliant Energy’s ability to complete its proposed divestiture of its oil and gas business at expected values and on expected timelines and its ability to retire debt from the proceeds therefrom on the anticipated timeframes and at the expected cost; unanticipated construction and acquisition expenditures; issues related to the supply of purchased electricity and price thereof, including the ability to recover purchased-power and fuel costs through rates; risks related to the operations of Alliant Energy’s nuclear facilities and unanticipated issues relating to the sale of Alliant Energy’s interest in Kewaunee; costs associated with Alliant Energy’s environmental remediation efforts and with environmental compliance generally; developments that adversely impact Alliant Energy’s ability to implement its strategic plan; improved results from Alliant Energy’s Brazil investments, the ability of Alliant Energy’s Brazil investments to refinance certain debt outstanding and no material adverse changes in the rates allowed by the Brazilian regulators; improved performance by Alliant Energy’s other non-regulated businesses as a whole; no material permanent declines in the fair market value of, or expected cash flows from, Alliant Energy’s investments; Alliant Energy’s ability to continue cost controls and operational efficiencies; Alliant Energy’s ability to identify and successfully complete proposed acquisitions and development projects; access to technological developments; employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages; continued access to the capital markets; inflation rates; and factors listed in “Other Matters — Other Future Considerations.” Alliant Energy assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

STRATEGIC ACTIONS

Alliant Energy continues to make significant progress relating to implementing the plan it outlined in November 2002 to strengthen its financial profile. An update on such progress follows.

o Asset sales and related debt reduction —

o In April 2003, Alliant Energy completed the sale of its Australian assets to New Zealand-based Meridian. In July 2003, Alliant Energy completed the sales of its affordable housing and SmartEnergy businesses.

o In July 2003, WPC, a company formed to be a holding company for Whiting, filed a registration statement with the SEC relating to an IPO. All of the shares of common stock to be sold in the proposed IPO will be offered by Alliant Energy. Alliant Energy currently intends to sell 80.1% or more of its interest in WPC in the fourth quarter of 2003 in the proposed IPO and currently plans to divest its remaining interest, subject to market conditions.

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o If the proposed Whiting IPO is successfully executed, Alliant Energy would no longer consolidate its investment in Whiting. As a result, Whiting’s debt would no longer be reported on Alliant Energy’s balance sheet after the proposed IPO is completed. Whiting had $185 million of debt outstanding as of Sept. 30, 2003. In addition, Alliant Energy expects to use proceeds from the proposed IPO for debt reduction as well as some or all of the proceeds received from the divestiture of the remainder of its WPC stock. The amount of proceeds ultimately received from Alliant Energy’s divestiture of its Whiting business, and the timing of the completion of this transaction, is subject to a variety of factors, including favorable market conditions for the IPO.

o Assuming Alliant Energy’s IPO of its Whiting business is completed in the fourth quarter of 2003, Alliant Energy currently expects to incur charges to continuing operations in the fourth quarter of 2003 related to debt repayment premiums it anticipates paying as it applies the proceeds from the offering to reduce debt. While the ultimate amount of these potential premiums is impacted by numerous variables, Alliant Energy currently estimates it could incur charges to continuing operations of at least $0.06 to $0.10 per diluted share in the fourth quarter of 2003.

o Alliant Energy is in the process of selling some or all of its utility water business and has entered into a purchase agreement for the sale of its water utility serving the Beloit area at a sale price of $21 million. All regulatory approvals and financing have been obtained and Alliant Energy currently expects this sale to close later in 2003. Alliant Energy also continues the pursuit of the sale of its water utilities serving the Ripon and South Beloit areas.

o As a result of the above completed and proposed asset sales, Alliant Energy expects to achieve aggregate debt reductions in excess of $800 million with a significant majority, if not all, expected to occur in 2003 with any remainder in 2004. Debt reductions realized to-date as a result of the asset sales are as follows (in millions):

o    Australia	$320
o    Affordable housing and SmartEnergy	110
o    Total	$430

o Alliant Energy is also generating debt reductions of approximately $45 million throughout 2003 as a result of incremental tax benefits realized from the asset sales it has completed thus far.

o Alliant Energy also continues to divest other less material assets and will continue reviewing other ways to narrow its strategic focus and business platforms. The proceeds realized from such asset sales are also expected to be available for debt reduction.

o Common equity offering — in July 2003, Alliant Energy completed a public offering of 17.25 million shares of its common stock at a price per share to the public of $19.25. The net proceeds of approximately $318 million were used to make capital contributions of $200 million and approximately $118 million to WP&L and IP&L, respectively, in support of their respective domestic utility generation and reliability initiatives.

o Common stock dividend — Alliant Energy reduced its targeted annual common stock dividend from $2.00 per share to $1.00 per share effective with the dividend declared and paid in the first quarter of 2003.

o Anticipated construction and acquisition expenditures for 2002 and 2003 — Alliant Energy reduced such aggregate expenditures by approximately $400 million, largely in its non-regulated business, from the plan that existed earlier in 2002.

o Cost control — Alliant Energy is implementing additional cost control measures through its Lean Six Sigma program, its enterprise resource planning system that was placed in service in October 2002 and by a heightened focus on operating its domestic utility business in a manner that aligns operating expenses with the revenues granted in various rate filings.

As a result of the progress noted above and the fact that Alliant Energy’s cost control initiatives are expected to be an ongoing part of its business and, hence, will never be fully completed, Alliant Energy believes it has now successfully executed all of its strategic actions announced in November 2002 other than the divestiture of its Whiting business.

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RATES AND REGULATORY MATTERS

A summary of the regulatory environment is included in Alliant Energy’s Current Report on Form 8-K dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002. Set forth below are several recent developments relating to the regulatory environment.

Alliant Energy’s merger-related price freezes expired in April 2002 in all of its primary domestic utility jurisdictions and it has been addressing the recovery of its utility cost increases through numerous rate filings. Details of these rate cases are as follows (dollars in millions):

								Expected	Return
				Interim	Interim	Final	Final	Final	on
	Utility	Filing	Increase	Increase	Effective	Increase	Effective	Effective	Common
Case	Type	Date	Requested	Granted (1)	Date	Granted (1)	Date	Date	Equity	Notes
WP&L:
2002 retail	E/G/W	8/01	$104	$49	4/02	$82	9/02	N/A	12.3%
2003 retail	E/G/W	5/02	123	--	N/A	81	4/03	N/A	12%	(2	)
2004 retail	E/G/W	3/03	87	TBD	TBD	TBD	TBD	1/04	TBD
Wholesale	E	2/02	6	6	4/02	3	1/03	N/A	N/A
Wholesale	E	3/03	5	5	7/03	TBD	TBD	12/03	N/A	(3	)
South Beloit
retail - IL	G/W	10/03	1	TBD	TBD	TBD	TBD	9/04	TBD
IP&L retail - IA	E	3/02	82	15	7/02	26	5/03	N/A	11.15%
IP&L retail - IA	G	7/02	20	17	10/02	13	8/03	N/A	11.05%	(4	)
IP&L retail - MN	E	5/03	5	2	7/03	TBD	TBD	4/04	TBD
Total			$433	$94		$205

(1) Interim rate relief is implemented, subject to refund, pending determination of final rates. The final rate relief granted replaces the amount of interim rate relief granted.

(2) A party to the case representing selected commercial and industrial electric customers has appealed to a court to have the decision in this case remanded back to the PSCW for further consideration on issues of revenue increase amount and rate design. WP&L believes it is unlikely that the final outcome of this appeal will result in any changes to revenues or net income.

(3) WP&L had a rate change moratorium agreement with a wholesale customer group that expired in July 2003. The requested rates went into effect in July 2003, subject to refund. The parties have agreed to a settlement in principle and are currently finalizing the settlement.

(4) Since the final increase is lower than the interim relief granted in October 2002, a refund to customers will be made and is scheduled to be completed in December 2003. IP&L has reserved all amounts related to the refund.

A significant portion of the rate increases included in the previous table reflect the recovery of increased costs incurred by IP&L and WP&L, or costs they expect to incur, thus the increase in revenues related to these rate increases have not or are not expected to result in a corresponding increase in income. IP&L expects to file for an electric rate increase in 2004 which will include costs associated with the $400 million 500-MW combined cycle natural gas plant currently under construction in Iowa.

WP&L’s retail electric rates are based on annual forecasted fuel and purchased-power costs. In July 2003, WP&L completed an $8 million refund to its retail electric customers due to the overcollection of past fuel and purchased-power costs. The impact of such refund had no material impact on WP&L’s results of operations given reserves for such refund that it had previously recorded.

In 2002, IP&L filed with the IRS for a change in method of accounting for tax purposes for 1987 through 2001 that would allow a current deduction related to mixed service costs. Such costs had previously been capitalized and depreciated for tax purposes over the appropriate tax lives. This change would create a significant current tax benefit that has not been reflected in IP&L’s results of operations pending a decision from the IUB on the required rate making treatment of the benefit. In its April 2003 order, the IUB approved IP&L’s proposed accounting treatment to defer the tax savings resulting from the change of accounting method until the IRS audit on this issue is complete. The rate making impact will be addressed once the issue is resolved with the IRS, which is expected to occur in 2004. There would be no material negative impact on IP&L’s results of operations or financial position should the IRS reject IP&L’s proposal.

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In 2002, IP&L filed for IUB and MPUC approval to transfer its transmission assets to TRANSLink, a proposed independent for-profit, transmission-only company. In June 2003, the IUB dismissed, without prejudice, IP&L’s plan to contribute and transfer transmission assets of 69 KV and greater to TRANSLink. However, the IUB encouraged the participating companies to revise and refile their reorganization applications. Subsequent to an IUB order, IP&L revised its MPUC filing to only seek authorization to transfer functional control of its transmission assets to TRANSLink. In a June 2003 hearing, the MPUC deferred its decision and indicated IP&L could submit a supplemental or revised application to explain recent changes to the proposal and to respond to a number of issues and questions posed by the MPUC advisory staff and other parties. On Nov. 3, 2003, IP&L submitted a status report to the MPUC indicating that IP&L and the other TRANSLink participants are currently evaluating their options with respect to TRANSLink and would provide further details within 30 days.

Energy-related legislation is currently pending in the U.S. Congress that, among other proposals, would repeal PUHCA. However, it is uncertain when or whether such legislation will be enacted or what impact it would have on Alliant Energy.

ALLIANT ENERGY RESULTS OF OPERATIONS

Unless otherwise noted, all “per share” references in the Results of Operations section refer to earnings per diluted share.

Overview — Third Quarter Results — Alliant Energy’s net income (loss) and EPS for the third quarter were as follows (dollars in millions; totals may not foot due to rounding):

	2003 *				2002
	Net Income		EPS		Net Income		EPS
Earnings (loss) from continuing operations:
Utility	$83	.9	$0	.92	$62	.6	$0	.69
Non-regulated (Resources)	(2	.4)	(0	.03)	(24	.0)	(0	.27)
Alliant Energy parent and other	3	.8	0	.04	8	.1	0	.09
Dilutive effect of additional shares outstanding			(0	.15)
Total earnings from continuing operations	85	.3	0	.78	46	.7	0	.51
Earnings (loss) from discontinued operations:
Operating results	7	.4	0	.08	7	.5	0	.08
Non-cash valuation and other accounting adjustments:
Southern Hydro SFAS 133 loss	--		--		(9	.4)	(0	.10)
Discontinuing depreciation, depletion and amortization
of assets held for sale	6	.1	0	.07	--		--
Valuation adjustments and selling costs	4	.5	0	.05	--		--
Dilutive effect of additional shares outstanding			(0	.04)
Total earnings (loss) from discontinued operations	18	.0	0	.16	(1	.9)	(0	.02)
Net income	$103	.2	$0	.94	$44	.7	$0	.49

* The 2003 EPS amounts have been computed based on the average shares outstanding in 2002. Alliant Energy reports the dilutive impact of increased shares outstanding as a separate earnings variance item if it is material.

The significant increase in utility earnings from continuing operations was largely due to higher electric and gas margins which were partially offset by higher utility operating expenses. Alliant Energy also realized a similar improvement in its non-regulated results from continuing operations which was primarily due to a $0.18 per share improvement from its International business unit and the absence of asset valuation charges in the third quarter of 2003 compared with $0.06 per share recorded in the same period in 2002.

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Domestic Electric Utility Margins — Electric margins and MWh sales for Alliant Energy for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$219,045	$206,797	6	%	2,231	2,346	(5	%)
Commercial	122,870	116,606	5	%	1,537	1,553	(1	%)
Industrial	165,180	156,473	6	%	3,182	3,192	--
Total from ultimate customers	507,095	479,876	6	%	6,950	7,091	(2	%)
Sales for resale	58,721	51,206	15	%	1,456	1,402	4	%
Other	14,238	15,803	(10	%)	43	40	8	%
Total revenues/sales	580,054	546,885	6	%	8,449	8,533	(1	%)
Electric production fuels expense	84,914	88,452	(4	%)
Purchased-power expense	110,620	125,153	(12	%)
Margin	$384,520	$333,280	15	%

Electric margins and MWh sales for Alliant Energy for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$530,458	$479,076	11	%	5,800	5,862	(1	%)
Commercial	313,658	284,607	10	%	4,260	4,188	2	%
Industrial	432,586	398,867	8	%	9,173	9,191	--
Total from ultimate customers	1,276,702	1,162,550	10	%	19,233	19,241	--
Sales for resale	150,543	126,586	19	%	4,011	3,824	5	%
Other	39,942	41,161	(3	%)	136	126	8	%
Total revenues/sales	1,467,187	1,330,297	10	%	23,380	23,191	1	%
Electric production fuels expense	232,807	218,193	7	%
Purchased-power expense	329,052	288,986	14	%
Margin	$905,328	$823,118	10	%

Electric margin increased $51.2 million, or 15%, and $82.2 million, or 10%, for the three- and nine-month periods, respectively, primarily related to the impact of various rate increases implemented during the last 12 months, including increased revenues to recover a significant portion of higher utility operating expenses, the impact of WP&L implementing seasonal rates in 2003 for the first time and increased sales resulting from continued modest retail customer growth. Lower purchased-power and fuel costs impacting margin also contributed to the three-month increase. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared to the same periods in 2002.

In April 2003, WP&L implemented seasonal electric rates that resulted in higher rates for the period from June 1 through Sept. 30 and lower rates in all other periods. As a result, total annual revenues are not expected to be impacted significantly. However, WP&L expects that, going forward, each year’s second and third quarter revenues will be higher and first and fourth quarter revenues will be lower than those that would be realized without seasonal rates. Such seasonal rates will impact quarterly comparisons through the first quarter of 2004. The impact of seasonal rates increased electric margins by approximately $13 million for the three-month period in 2003 compared to 2002 when no seasonal rates were in effect. WP&L expects electric margins in the fourth quarter of 2003 will be approximately $7 million lower than it would have been without seasonal rates.

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Gas Utility Margins — Gas margins and Dth sales for Alliant Energy for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$23,401	$17,526	34	%	1,676	1,833	(9	%)
Commercial	13,727	9,867	39	%	1,569	1,655	(5	%)
Industrial	5,382	3,576	51	%	872	903	(3	%)
Transportation/other	19,744	13,625	45	%	11,974	12,062	(1	%)
Total revenues/sales	62,254	44,594	40	%	16,091	16,453	(2	%)
Cost of utility gas sold	39,874	26,917	48	%
Margin	$22,380	$17,677	27	%

Gas margins and Dth sales for Alliant Energy for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$215,622	$129,103	67	%	21,719	19,983	9	%
Commercial	112,043	64,819	73	%	13,484	12,388	9	%
Industrial	22,876	13,693	67	%	3,361	3,254	3	%
Transportation/other	45,986	30,586	50	%	36,586	35,215	4	%
Total revenues/sales	396,527	238,201	66	%	75,150	70,840	6	%
Cost of utility gas sold	277,943	149,392	86	%
Margin	$118,584	$88,809	34	%

Gas revenues and cost of utility gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Due to Alliant Energy’s rate recovery mechanisms for gas costs, these increases alone had little impact on gas margin. Gas margin increased $4.7 million, or 27%, and $29.8 million, or 34%, for the three- and nine-month periods, respectively, primarily due to the impact of several rate increases implemented during the last 12 months. Also contributing to the nine-month increase were increased sales, which were largely due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002 and continued modest retail customer growth, and improved performance related to WP&L’s performance-based commodity cost recovery program (benefits are shared by ratepayers and shareowners).

Refer to “Rates and Regulatory Matters” for discussion of various electric and gas rate filings.

Non-regulated and Other Revenues — Details regarding Alliant Energy’s non-regulated and other revenues for the three and nine months ended Sept. 30 were as follows (in thousands):

	Three Months		Nine Months
	2003	2002	2003	2002
Integrated Services	$66,528	$30,685	$293,450	$91,980
International	30,635	23,395	85,777	72,819
Investments	7,043	6,756	19,985	19,376
Other (includes eliminations)	13,038	7,112	38,708	22,650
	$117,244	$67,948	$437,920	$206,825

The increased Integrated Services revenues for both periods were primarily due to increased gas revenues at Alliant Energy’s natural gas marketing business, NG Energy, largely due to higher natural gas prices and increased revenues at Alliant Energy’s environmental consulting business. Lower/higher natural gas volumes at NG Energy also impacted the three/nine month variances, respectively. Refer to Note 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of NG Energy. The increased International revenues for both periods were primarily due to increased sales due to the acquisition of additional combined heat and power facilities in China in the fourth quarter of 2002 and the second quarter of 2003. The increased Other revenues for both periods was primarily due to generation from a 309-MW natural-gas fired power plant purchased by Resources in Wisconsin in February 2003.

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Other Operating Expenses — Other operation and maintenance expenses for the three and nine months ended Sept. 30 were as follows (in thousands):

	Three Months		Nine Months
	2003	2002	2003	2002
Utility	$159,934	$134,490	$470,073	$397,912
Integrated Services	60,950	27,358	278,414	81,873
International	21,625	17,378	60,794	57,796
Investments	4,861	3,782	13,062	11,290
Other (includes eliminations)	3,991	1,355	11,528	3,960
	$251,361	$184,363	$833,871	$552,831

The utility increase for both periods was primarily due to increases in the amortization of deferred costs that are now being recovered in rates and higher administrative and general expenses (including, among others, employee benefits, uncollectible customer accounts and insurance). The nine-month increase was also impacted by a planned refueling outage at Kewaunee in the second quarter of 2003, partially offset by lower electric transmission and distribution expenses. A significant portion of these cost increases are being recovered as a result of the rate increases implemented during the last 12 months. Refer to “Rates and Regulatory Matters” for additional information. The Integrated Services, International and Other increases were largely driven by the same factors impacting the revenue variances.

Depreciation and amortization expense increased $9.1 million and $20.6 million for the three- and nine-month periods, respectively, primarily due to utility property additions, acquisitions at the non-regulated businesses and higher contributions to IP&L’s nuclear decommissioning trust fund.

Taxes other than income taxes decreased $5.3 million and $11.4 million for the three- and nine-month periods, respectively, largely due to decreased property taxes. Refer to “IP&L Results of Operations — Other Operating Expenses” for further discussion.

Interest Expense and Other — Interest expense increased $4.3 million and $25.5 million for the three- and nine-month periods, respectively, primarily due to higher average borrowing rates at Resources due to an increase in the mix of long- versus short-term debt outstanding. Higher credit facility fees at Resources and higher interest expense at the parent company also contributed to the nine-month increase.

Equity loss (income) from Alliant Energy’s unconsolidated investments for the three and nine months ended Sept. 30 was as follows (in thousands):

	Three Months				Nine Months
	2003		2002		2003		2002
ATC	($4,046	)	($3,740	)	($11,902	)	($10,914	)
New Zealand	(3,164	)	(1,170	)	(5,616	)	(1,832	)
Brazil	(856	)	15,142		(3,095	)	24,066
Synfuel (began operations 5/02)	4,854		4,793		14,929		7,792
Other	(1,872	)	(1,997	)	(4,383	)	(2,488	)
	($5,084	)	$13,028		($10,067	)	$16,624

Equity income from unconsolidated investments increased $18.1 million and $26.7 million for the three- and nine-month periods, respectively. The increased earnings for New Zealand for both periods was primarily due to higher energy prices. The improved results for Brazil for both periods was primarily due to: rate increases implemented at all five of the Brazilian operating companies throughout 2003; 3.2% and 8.6% increases in electricity sales volumes for the three- and nine-month periods; a charge in the third quarter of 2002 resulting from the receipt of a regulatory order; and foreign currency transaction losses of $4.9 million and $7.7 million for the three and nine months ended Sept. 30, 2002, respectively, related to approximately $40 million in debt at one of the Brazilian operating companies. The nine-month Brazil increase was also impacted by a second quarter 2002 charge of $3.1 million related to the recovery of the impacts of rationing and other prior costs. In the second quarter of 2002, Synfuel, a direct subsidiary of Resources, purchased an equity interest in an entity that owns a synthetic fuel processing facility which generates operating losses at its fuel processing facility. These losses are more than offset by tax credits and the tax benefit of the losses the project generates. All tax benefits are included in “Income taxes” in Alliant Energy’s Condensed Consolidated Statements of Income.  Refer to “Other Matters — Other Future Considerations” for further discussion of the tax credits associated with the Synfuel investment.

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AFUDC increased $3.9 million and $9.0 million for the three- and nine-month periods, respectively, primarily due to increased construction expenditures at IP&L related to the $400 million generating facility it is constructing in Iowa under its Power Iowa program.

Preferred dividend requirements of subsidiaries increased $2.5 million and $7.2 million for the three- and nine-month periods, respectively, due to an increase in the aggregate amount of preferred stock outstanding at IP&L and a higher dividend rate.

Refer to Note 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of the asset valuation charge recorded by Alliant Energy in the first and second quarters of 2002 related to its McLeod available-for-sale securities.

Miscellaneous, net income increased $8.6 million and $30.5 million for the three- and nine-month periods, respectively, primarily due to the recording of pre-tax asset valuation charges in 2002 related to Alliant Energy’s investments in Energy Technologies (Q1 $5.0 million and Q3 $5.3 million); Enermetrix (Q1 $8.5 million); a loan receivable from a Mexican development company in connection with development of a resort community in Mexico (Q2 $6.9 million); and $2.6 million of charges recorded at Alliant Energy’s Integrated Services business unit in the third quarter of 2002. Also contributing to the nine-month increase were improvements in the pre-tax, non-cash SFAS 133 valuation adjustments related to the derivative component of Alliant Energy’s exchangeable senior notes and McLeod trading securities.

Income Taxes — The effective income tax rates were 32.0% and 31.3% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 36.5% and 47.4% for the same periods last year. The effective tax rates for both periods in 2003 were lower than the statutory federal income tax rate of 35% largely due to the impact of foreign operations and tax credits, which were partially offset by the effects of utility rate making and the impact of state taxes. The effective tax rates for both periods of 2003 were lower than the rates for the same periods in 2002 primarily due to the impact of income from foreign operations.

Income (Loss) from Discontinued Operations — Income from discontinued operations increased $19.9 million and $1.8 million for the three- and nine-month periods, respectively. The three-month increase was primarily due to the recording of a non-cash SFAS 133 loss in the third quarter of 2002 related to the valuation of electricity derivatives at Southern Hydro and the impact of discontinuing depreciation, depletion and amortization of Alliant Energy’s assets held for sale in 2003. The nine-month increase was primarily due to the after-tax gain on the sale of Alliant Energy’s Australian business of $41 million recorded in the second quarter of 2003, the impact of discontinuing depreciation, depletion and amortization of Alliant Energy’s assets held for sale in 2003 and higher oil and gas prices at Whiting. The nine-month increase was largely offset by the recording of after-tax losses of $46 million and $9 million on the sale of Alliant Energy’s affordable housing and SmartEnergy businesses, respectively. These losses include valuation adjustments and selling costs recorded in the first and second quarters of 2003. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of Alliant Energy’s discontinued operations.

Cumulative Effect of Changes in Accounting Principles — In the first quarter of 2003, Alliant Energy recorded after-tax charges of $4 million and $2 million for the cumulative effect of changes in accounting principles related to the adoption on Jan. 1, 2003 of SFAS 143 and EITF Issue 02-3 within its oil and gas and Integrated Services businesses, respectively. The oil and gas business has been classified as held for sale. Refer to Notes 11 and 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further information.

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IP&L RESULTS OF OPERATIONS

Overview — Third Quarter Results — Earnings available for common stock decreased $6.5 million, primarily due to increased operating expenses and preferred dividend requirements, partially offset by higher electric margins.

Electric Utility Margins — Electric margins and MWh sales for IP&L for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$122,747	$125,263	(2	%)	1,258	1,306	(4	%)
Commercial	71,691	76,130	(6	%)	933	952	(2	%)
Industrial	94,249	100,568	(6	%)	1,982	1,997	(1	%)
Total from ultimate customers	288,687	301,961	(4	%)	4,173	4,255	(2	%)
Sales for resale	10,560	12,379	(15	%)	277	349	(21	%)
Other	8,894	8,082	10	%	24	24	--
Total revenues/sales	308,141	322,422	(4	%)	4,474	4,628	(3	%)
Electric production fuels expense	40,480	48,055	(16	%)
Purchased-power expense	42,852	54,950	(22	%)
Margin	$224,809	$219,417	2	%

Electric margins and MWh sales for IP&L for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$287,076	$277,660	3	%	3,181	3,225	(1	%)
Commercial	183,286	176,402	4	%	2,610	2,550	2	%
Industrial	250,291	243,902	3	%	5,762	5,839	(1	%)
Total from ultimate customers	720,653	697,964	3	%	11,553	11,614	(1	%)
Sales for resale	28,975	28,777	1	%	867	1,007	(14	%)
Other	23,558	20,950	12	%	76	78	(3	%)
Total revenues/sales	773,186	747,691	3	%	12,496	12,699	(2	%)
Electric production fuels expense	116,057	115,740	--
Purchased-power expense	125,346	120,171	4	%
Margin	$531,783	$511,780	4	%

Electric margin increased $5.4 million, or 2%, and $20.0 million, or 4%, for the three- and nine-month periods, respectively, primarily due to the impact of retail rate increases implemented during the last 12 months, including increased revenues to recover a significant portion of IP&L’s increased operating expenses, lower purchased-power capacity costs, increased energy conservation revenues of $4 million for both the three- and nine-month periods, and continued modest retail customer growth. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared to the same periods in 2002. The increased energy conservation revenues were offset by higher energy conservation expenses.

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Gas Utility Margins — Gas margins and Dth sales for IP&L for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$13,891	$10,044	38	%	1,006	1,012	(1	%)
Commercial	7,730	5,322	45	%	879	870	1	%
Industrial	4,651	3,025	54	%	773	795	(3	%)
Transportation/other	2,111	3,103	(32	%)	6,778	6,778	--
Total revenues/sales	28,383	21,494	32	%	9,436	9,455	--
Cost of gas sold	17,742	11,698	52	%
Margin	$10,641	$9,796	9	%

Gas margins and Dth sales for IP&L for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$116,737	$74,421	57	%	12,776	11,656	10	%
Commercial	57,787	36,324	59	%	7,523	6,919	9	%
Industrial	15,850	9,608	65	%	2,541	2,364	7	%
Transportation/other	5,351	8,395	(36	%)	21,667	21,051	3	%
Total revenues/sales	195,725	128,748	52	%	44,507	41,990	6	%
Cost of gas sold	136,735	80,268	70	%
Margin	$58,990	$48,480	22	%

Gas revenues and cost of gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Such increases alone had no impact on IP&L’s gas margin given its rate recovery mechanism for gas costs. Gas margin increased $0.8 million, or 9%, and $10.5 million, or 22%, for the three- and nine-month periods, respectively, primarily due to the impact of a retail rate increase implemented during the last 12 months. Also contributing to the nine-month increase were increased sales, primarily due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002.

Refer to “Rates and Regulatory Matters” for discussion of IP&L’s electric and gas rate filings.

Other Operating Expenses — Other operation and maintenance expenses increased $16.0 million and $24.9 million for the three- and nine-month periods, respectively, primarily due to increased administrative and general expenses including, among others, employee benefits, energy conservation, uncollectible customer accounts and insurance expenses. These items were partially offset by decreased electric transmission and distribution expenses.

Depreciation and amortization expense increased $4.8 million and $13.7 million for the three- and nine-month periods, respectively, primarily due to increased amortization of software, increased contributions to the nuclear decommissioning trust fund and property additions.

Taxes other than income taxes decreased $4.5 million and $9.4 million for the three- and nine-month periods, respectively, largely due to decreased property taxes, primarily related to an April 2003 property tax settlement.

IP&L appealed to the Iowa State Board of Tax Review, an agency of the State of Iowa, regarding assessments of Iowa property tax made by the Director of the Iowa Department of Revenue and Finance. The appeals involved assessments for the years 1994 through 1998 and sought reduction of the assessments reflecting the true value of IP&L’s operating property. In April 2003, IP&L settled this matter with the Iowa Department of Revenue and Finance. IP&L expects to realize reductions in property tax expense of $7.7 million, $5.1 million, $3.6 million and $2.1 million in 2003, 2004, 2005, and 2006 and thereafter, respectively, in comparison to what property tax expense would have been without the settlement. The impact of the settlement on ratepayers will be addressed in future ratemaking proceedings.

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Interest Expense and Other — AFUDC increased $3.7 million and $7.3 million for the three- and nine-month periods, respectively, due to increased construction expenditures related to the $400 million generating facility being constructed in Iowa under IP&L’s Power Iowa program.

Miscellaneous, net income decreased $4.9 million for the nine-month period, primarily due to lower income from sales of non-commodity products and services.

Income Taxes — The effective income tax rates were 45.4% and 43.0% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 46.3% and 43.0% for the same periods last year.

Preferred Dividend Requirements — Preferred dividend requirements increased $2.5 million and $7.2 million for the three- and nine-month periods, respectively, due to an increase in the aggregate amount of preferred stock outstanding and a higher dividend rate.

WP&L RESULTS OF OPERATIONS

Overview — Third Quarter Results — Earnings available for common stock increased $28.3 million, primarily due to higher electric and gas margins, partially offset by increased operating expenses.

Electric Utility Margins — Electric margins and MWh sales for WP&L for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$96,298	$81,534	18	%	973	1,040	(6	%)
Commercial	51,179	40,476	26	%	604	601	--
Industrial	70,931	55,905	27	%	1,200	1,195	--
Total from ultimate customers	218,408	177,915	23	%	2,777	2,836	(2	%)
Sales for resale	48,161	38,827	24	%	1,179	1,054	12	%
Other	5,344	7,721	(31	%)	19	16	19	%
Total revenues/sales	271,913	224,463	21	%	3,975	3,906	2	%
Electric production fuels expense	44,434	40,397	10	%
Purchased-power expense	67,768	70,203	(3	%)
Margin	$159,711	$113,863	40	%

Electric margins and MWh sales for WP&L for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2003	2002	Change		2003	2002	Change
Residential	$243,382	$201,416	21	%	2,619	2,637	(1	%)
Commercial	130,372	108,205	20	%	1,650	1,638	1	%
Industrial	182,295	154,965	18	%	3,411	3,352	2	%
Total from ultimate customers	556,049	464,586	20	%	7,680	7,627	1	%
Sales for resale	121,568	97,809	24	%	3,144	2,817	12	%
Other	16,384	20,211	(19	%)	60	48	25	%
Total revenues/sales	694,001	582,606	19	%	10,884	10,492	4	%
Electric production fuels expense	116,750	102,453	14	%
Purchased-power expense	203,706	168,815	21	%
Margin	$373,545	$311,338	20	%

Electric margin increased $45.8 million, or 40%, and $62.2 million, or 20%, for the three- and nine-month periods, respectively, primarily due to the implementation of rate increases during the last 12 months, including increased revenues to recover a significant portion of WP&L’s increased operating expenses, the impact of WP&L implementing seasonal rates in 2003 for the first time, higher sales for resale and increased sales resulting from continued modest retail customer growth. Also contributing to the three-month increase were lower purchased-power and fuel costs impacting margin. These items were partially offset by the impact of milder weather conditions in the second and third quarters of 2003 compared with the same periods in 2002.

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In April 2003, WP&L implemented seasonal electric rates that result in higher rates for the period from June 1 through Sept. 30 and lower rates in all other periods. As a result, total annual revenues are not expected to be impacted significantly. However, WP&L expects that, going forward, each year’s second and third quarter revenues will be higher and first and fourth quarter revenues will be lower than those that would be realized without seasonal rates. Such seasonal rates will impact quarterly comparisons through the first quarter of 2004. The impact of seasonal rates increased electric margins by approximately $13 million for the three-month period in 2003 compared to 2002 when no seasonal rates were in effect. WP&L expects electric margins in the fourth quarter of 2003 will be approximately $7 million lower than it would have been without seasonal rates.

Gas Utility Margins — Gas margins and Dth sales for WP&L for the three months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$9,510	$7,482	27	%	670	821	(18	%)
Commercial	5,997	4,545	32	%	690	785	(12	%)
Industrial	731	551	33	%	99	108	(8	%)
Transportation/other	17,633	10,522	68	%	5,196	5,284	(2	%)
Total revenues/sales	33,871	23,100	47	%	6,655	6,998	(5	%)
Cost of gas sold	22,132	15,219	45	%
Margin	$11,739	$7,881	49	%

Gas margins and Dth sales for WP&L for the nine months ended Sept. 30 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2003	2002	Change		2003	2002	Change
Residential	$98,885	$54,682	81	%	8,943	8,327	7	%
Commercial	54,256	28,495	90	%	5,961	5,469	9	%
Industrial	7,026	4,085	72	%	820	890	(8	%)
Transportation/other	40,635	22,191	83	%	14,919	14,164	5	%
Total revenues/sales	200,802	109,453	83	%	30,643	28,850	6	%
Cost of gas sold	141,208	69,124	104	%
Margin	$59,594	$40,329	48	%

Gas revenues and cost of gas sold increased significantly for the three- and nine-month periods due to the large increase in natural gas prices from the same periods in 2002. Due to WP&L’s rate recovery mechanism for gas costs, these increases alone had little impact on gas margin. Gas margin increased $3.9 million, or 49%, and $19.3 million, or 48%, for the three- and nine-month periods, respectively, primarily due to the implementation of rate increases during the last 12 months. Also contributing to the nine-month increase were improved performance from WP&L’s performance-based commodity cost recovery program (benefits are shared by ratepayers and shareowners) and increased sales largely due to more favorable weather conditions in the first quarter of 2003 compared to the same period in 2002.

Refer to “Rates and Regulatory Matters” for discussion of WP&L’s electric and gas rate filings.

Other Operating Expenses — Other operation and maintenance expenses increased $8.8 million and $44.9 million for the three- and nine-month periods, respectively, primarily due to increases in the amortization of deferred costs that are now being recovered in rates and administrative and general expenses (including, among others, employee benefits, uncollectible customer accounts and insurance). Also contributing to the nine-month increase were the impact of a planned refueling outage at Kewaunee in the second quarter of 2003. A significant portion of these cost increases are being recovered as a result of the rate increases implemented during the last 12 months.

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Depreciation and amortization expense increased $2.1 million and $0.9 million for the three- and nine-month periods, respectively, primarily due to property additions and increased earnings on the nuclear decommissioning trust fund. These items were partially offset by lower software amortization. The accounting for earnings on the nuclear decommissioning trust fund results in no net income impact. Interest income increases for earnings on the trust fund and the corresponding offset is recorded through depreciation expense.

Income Taxes — The effective income tax rates were 36.6% and 35.9% for the three- and nine-month periods ended Sept. 30, 2003, respectively, compared with 36.9% and 36.6%, respectively, for the same periods last year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Nine-Month Periods — Selected information from Alliant Energy’s, IP&L’s and WP&L’s Condensed Consolidated Statements of Cash Flows for the nine months ended Sept. 30 was as follows (in thousands):

	Alliant Energy				IP&L				WP&L
Cash flows from (used for):	2003		2002		2003		2002		2003		2002
Operating activities	$182,866		$374,725		$207,296		$231,359		$35,247		$177,220
Financing activities	200,654		49,848		188,752		(54,461	)	50,396		(53,214	)
Investing activities	(352,786	)	(436,536	)	(402,061	)	(176,920	)	(90,461	)	(122,824	)

Alliant Energy’s cash flows from operating activities decreased $192 million primarily due to changes in the levels of utility accounts receivable sold; cash flows from financing activities increased $151 million primarily due to proceeds from the July 2003 common equity offering and lower common stock dividends due to the dividend reduction implemented in the first quarter of 2003, partially offset by the changes in the amounts of debt issued and retired; cash flows used for investing activities decreased $84 million primarily due to proceeds received from the sale of Alliant Energy’s Australian business in April 2003, partially offset by construction and acquisition expenditures associated with the construction of the natural gas plant in Iowa as part of IP&L’s Power Iowa program and the 2003 acquisition by Resources of a natural gas-fired power plant in Wisconsin. IP&L’s cash flows from operating activities decreased $24 million primarily due to a planned refueling outage at DAEC in 2003; cash flows from financing activities increased $243 million primarily due to the issuance of senior debentures and preferred stock in 2003, a higher capital contribution from Alliant Energy in 2003 compared to 2002 and the redemption of preferred stock in 2002; and cash flows used for investing activities increased $225 million primarily due to increased construction and acquisition expenditures associated with the construction of the Power Iowa natural gas plant. WP&L’s cash flows from operating activities decreased $142 million primarily due to changes in the levels of utility accounts receivable sold; and cash flows from financing activities increased $104 million primarily due to a capital contribution of $200 million from Alliant Energy, partially offset by changes in the amount of debt issued and retired.

Common Equity — Refer to “Strategic Actions” for discussion of a common equity offering completed by Alliant Energy in July 2003.

Preferred Stock — In September 2003, IP&L issued 1.6 million shares of 7.10% cumulative preferred stock at a price to the public of $25.00 per share in a public offering and received proceeds of approximately $38.7 million.

Debt — Alliant Energy and its subsidiaries are party to various credit facilities and other borrowing arrangements. In September 2003, Alliant Energy completed the syndication of three 364-day revolving credit facilities totaling $650 million ($200 million for Alliant Energy at the parent company level, $250 million for IP&L and $200 million for WP&L), available for direct borrowing or to support commercial paper. These new facilities replaced the former facilities totaling $782 million ($432 million for Alliant Energy at the parent company level, $200 million for IP&L and $150 million for WP&L), which were to expire in October 2003. At Sept. 30, 2003, the unused capacity under these facilities was $505 million. Alliant Energy’s, IP&L’s and WP&L’s credit facility agreements contain various covenants, including the following:

42

Covenant Description	Covenant Requirement	Status at Sept. 30, 2003
Alliant Energy:
Consolidated debt-to-capital ratio *	Less than 65%	52.4%
Consolidated net worth *	At least $1.4 billion	$2.3 billion
EBITDA interest coverage ratio *	At least 2.5x	3.4x
IP&L debt-to-capital ratio	Less than 58%	48.1%
WP&L debt-to-capital ratio	Less than 58%	32.7%
* In compliance with the agreements, results of discontinued operations have been included in the covenant calculations.

Alliant Energy is also subject to a PUHCA requirement whereby Alliant Energy’s common equity balance must be at least 30% of its total consolidated capitalization, including short-term debt. Alliant Energy’s common equity ratio as of Sept. 30, 2003, as computed under such requirement, was 43.4%.

Information regarding commercial paper at Sept. 30, 2003 was as follows (dollars in millions):

	Alliant Energy (Parent)	IP&L	WP&L
Commercial paper outstanding	$98.0	$4.0	$43.0
Weighted average maturity
of commercial paper	1 day	1 day	3 days
Discount rates on commercial paper	1.75%	1.25%	1.13-1.20%

Alliant Energy had no borrowings outstanding under its bank facilities at Sept. 30, 2003.

In September 2003, IP&L issued $100 million of 5.875% unsecured senior debentures due 2018. IP&L ultimately used the majority of the net proceeds in October 2003 to redeem $27.5 million of its 7.25% first mortgage bonds, $20 million of its 8.625% first mortgage bonds and $50 million of its 7.875% subordinated deferrable interest debentures. In October 2003, IP&L completed a $100 million issuance of 6.45% unsecured senior debentures due 2033. The majority of the net proceeds will be used later in 2003 to redeem $94.0 million of its 7.625% first mortgage bonds.

Refer to “Strategic Actions” for information on debt reduction during 2003 related to steps Alliant Energy has taken to implement the plan it outlined in November 2002 to strengthen its financial profile.

Off-Balance Sheet Arrangements — A summary of Alliant Energy’s off-balance sheet arrangements is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

Environmental — A summary of Alliant Energy’s environmental matters is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and the Form 10-K filed by IP&L and WP&L for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

Construction and Acquisition Expenditures — In February 2003, Resources announced the purchase of a 309-MW, non-regulated, natural gas-fired power plant in Wisconsin for $109 million, which Resources financed with a $73 million 8-year secured credit facility ($57 million of borrowings were outstanding at Sept. 30, 2003), which is non-recourse to Alliant Energy. The entire power output of the facility is sold under contract to Milwaukee-based We Energies through June 2008.

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OTHER MATTERS

Market Risk Sensitive Instruments and Positions — Alliant Energy’s primary market risk exposures are associated with interest rates, commodity prices, equity prices and currency exchange rates. Alliant Energy has risk management policies to monitor and assist in controlling these market risks and uses derivative instruments to manage some of the exposures. A summary of Alliant Energy’s market risks is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Form 10-K for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings, except as described below.

Currency Risk — Alliant Energy has investments in various countries where the net investments are not hedged, including Brazil, China, New Zealand and Canada. As a result, these investments are subject to currency exchange risk with fluctuations in currency exchange rates. At Sept. 30, 2003, Alliant Energy had a cumulative foreign currency translation loss, net of any tax benefits realized, of $99 million, which related to decreases in value of the Brazil real of $100 million and increases in value of the New Zealand dollar of $1 million, all in relation to the U.S. dollar. This loss is recorded in “Accumulated other comprehensive loss” on Alliant Energy’s Condensed Consolidated Balance Sheets. Based on Alliant Energy’s investments at Sept. 30, 2003, a 10% sustained increase/decrease over the next 12 months in the foreign exchange rates of Brazil, China, New Zealand and Canada would result in a corresponding increase/decrease in the cumulative foreign currency translation loss of $54 million. Alliant Energy’s equity income (loss) from its foreign investments is also impacted by fluctuations in currency exchange rates.

Alliant Energy also has currency exchange risk associated with approximately $39 million at Sept. 30, 2003 of debt outstanding at one of the Brazilian operating companies. For the three and nine months ended Sept. 30, 2003, Alliant Energy recorded equity losses of $0.6 million and equity income of $2.4 million, respectively, and for the same periods in 2002, Alliant Energy recorded equity losses of $4.9 million and $7.7 million, respectively, related to its share of the foreign currency transaction gains/losses on such debt. Based on the loan balance and currency rates at Sept. 30, 2003, a 10% change in the currency rates would result in a $2.9 million pre-tax increase/decrease in net income.

In addition, Alliant Energy has currency exchange risk associated with approximately $23 million of payables at one of its Canadian operating companies. For the three and nine months ended Sept. 30, 2003, Alliant Energy recorded pre-tax income of $0.1 million and $2.2 million, respectively, related to the foreign currency transaction gains/losses on such payable. Based on the payables balance and currency rates at Sept. 30, 2003, a 10% change in the currency rates would result in a $2.3 million pre-tax increase/decrease in net income.

Accounting Pronouncements — In April 2003, the FASB issued SFAS 149, “Amendment of SFAS 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. SFAS 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS 133 and when a derivative contains a financing component that warrants special reporting in the statement of cash flows, as well as amending certain other existing pronouncements. Also, energy contracts that are subject to unplanned netting will generally be accounted for as a derivative. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, except for certain implementation issues and certain provisions of forward purchase and sale contracts and for hedging relationships designated after June 30, 2003. As a result of the implementation of SFAS 149, Alliant Energy determined that certain energy contracts entered into during the quarter met the definition of a derivative. Derivatives were reported at fair market value at Sept. 30, 2003, with no material impact on Alliant Energy’s financial condition or results of operations. Although SFAS 149 is expected to result in more energy contracts in Alliant Energy’s regulated operations qualifying as derivatives, changes in the fair value of these derivatives are generally reported as changes in regulatory assets and liabilities rather than being reported currently in earnings, based on the regulatory treatment. SFAS 149 will result in more earnings volatility at NG Energy given the majority of its derivatives will not qualify for hedge accounting.

44

In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which requires an issuer to classify outstanding free-standing financial instruments within its scope as a liability on its balance sheets even though the instruments have characteristics of equity. Alliant Energy adopted SFAS 150 on July 1, 2003 with no material impact on Alliant Energy’s financial condition or results of operations. Alliant Energy continues to evaluate the implications of FASB Staff Position No. FAS 150-3, issued in November 2003, which defers the effective date for applying the provisions of SFAS 150 for certain mandatorily redeemable non-controlling interests.

Critical Accounting Policies — A summary of Alliant Energy’s critical accounting policies is included in Alliant Energy’s Current Report on Form 8-K, dated June 4, 2003, and IP&L’s and WP&L’s Form 10-K for the year ended Dec. 31, 2002 and have not changed materially from those reported in such filings.

Other Future Considerations — In addition to items discussed earlier in MD&A, the following items could impact Alliant Energy’s future financial condition or results of operations:

Alliant Energy holds unconsolidated investments in certain Brazilian electric utility companies. The Brazilian utilities are negotiating with creditors to restructure and convert approximately $245 million, as converted from local currency to U.S. dollars, of short-and long-term debt currently outstanding into new long-term debentures and other longer- term debt. In June 2003, Standard and Poor’s issued a formal rating on the debentures of ‘brBBB+’ with a negative outlook. Approximately half of the amount being refinanced has closed and the other half has been approved by the lending bank, is now in the documentation phase and is expected to be completed in the fourth quarter of 2003. In addition, other negotiations to restructure a loan of approximately $39 million are currently in progress and are expected to be completed in the first quarter of 2004. If the refinancings are not completed as anticipated and the Brazilian utilities are unable to extend or repay certain obligations outstanding, then the liquidity position of the Brazilian utilities may be significantly adversely affected. In such an event, Alliant Energy is not required to invest any additional capital in Brazil but it could lead to material asset valuation charges as relates to Alliant Energy’s investments in its Brazilian utilities.

In June 2003, the IRS announced it was reviewing the scientific validity of test procedures and results used by companies claiming tax credits for producing synthetic fuels from coal and may withdraw such credits for operations that fail to meet federal standards which require, among other things, a significant chemical change to occur in the process. In October 2003, the IRS stated this review was complete and that the test procedures and results used by taxpayers for chemical change are scientifically valid if the procedures are applied in a consistent and unbiased manner. Since the second quarter of 2002, Alliant Energy has been an investor in a synthetic fuel facility and continued to record these tax credits as of Sept. 30, 2003. Currently, the IRS is auditing this facility to determine if its procedures are applied in a consistent and unbiased manner. Alliant Energy expects the audit to be completed by Dec. 31, 2003 and cannot predict its outcome. The synthetic fuel facility Alliant Energy partially owns previously received a private letter ruling from the IRS, which states that based on the facts submitted, a significant chemical change was achieved in its process. Alliant Energy currently estimates its tax credits for producing synthetic fuels to be approximately $23 million and $15 million for 2003 and 2002, respectively.

Alliant Energy’s qualified pension and other postretirement expenses for 2004 are currently expected to be comparable to the level of expenses in 2003. Alliant Energy currently estimates, based on the accumulated benefit obligation, that as of Sept. 30, 2003, its qualified pension plans were underfunded by approximately $94 million (85% funded). Alliant Energy does not anticipate making any additional contributions to its qualified pension plans in the fourth quarter of 2003 and currently anticipates making contributions of approximately $60 million in 2004.

Refer to Note 13 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on WP&L’s definitive agreement to sell its 41% ownership interest in Kewaunee to Dominion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported under Item 2 MD&A “Other Matters — Market Risk Sensitive Instruments and Positions.”

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ITEM 4. CONTROLS AND PROCEDURES

Alliant Energy’s, IP&L’s and WP&L’s management evaluated, with the participation of each of Alliant Energy’s, IP&L’s and WP&L’s Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Disclosure Committee, the effectiveness of the design and operation of Alliant Energy’s, IP&L’s and WP&L’s disclosure controls and procedures as of the end of the quarter ended Sept. 30, 2003 pursuant to the requirements of the Securities Exchange Act of 1934, as amended. Based on those evaluations, the CEO and the CFO concluded that Alliant Energy’s, IP&L’s and WP&L’s disclosure controls and procedures were effective as of the end of the quarter ended Sept. 30, 2003.

There was no change in Alliant Energy’s, IP&L’s and WP&L’s internal control over financial reporting that occurred during the quarter ended Sept. 30, 2003 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IP&L’s or WP&L’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Alliant Energy
On April 17, 2003, a purported class action shareowner lawsuit was filed against Alliant Energy, Erroll B. Davis, Jr., Thomas M. Walker and John E. Kratchmer in the U.S. District Court for the Western District of Wisconsin as Case No. 03-C-0191. Several substantially similar cases were subsequently filed in the same court and were consolidated into one action.  The actions were allegedly brought on behalf of purchasers of Alliant Energy securities from Jan. 29, 2002 through July 18, 2002. The amended consolidated complaint alleged that the defendants made false and misleading statements in relation to Alliant Energy’s expected performance of its various non-regulated businesses. On Aug. 13, 2003, the court, acting upon a motion filed by the defendants, dismissed the action without prejudice. On Sept. 22, 2003, upon stipulation of the parties, the court entered a new order changing the dismissal of the case from without prejudice to with prejudice. Accordingly, this lawsuit has been concluded.

In October 2000, Alliant Energy and WP&L filed a federal lawsuit seeking declaratory relief regarding whether certain provisions of WUHCA are unconstitutional as a violation of the interstate commerce and equal protection provisions of the U.S. Constitution. Alliant Energy and WP&L are challenging the provisions of WUHCA which restrict ownership in utility holding companies, limit the investments those companies can make and place significant restrictions on companies that invest in Wisconsin utility holding companies. Alliant Energy and WP&L also requested that the court consider the constitutionality of issues related to the asset cap on non-utility investments imposed by WUHCA. The district court ultimately dismissed the case on summary judgment grounds in May 2002. Alliant Energy and WP&L appealed the district court’s decision to the 7^th Circuit Court of Appeals in June 2002. In May 2003, the 7^th Circuit ruled that it is unconstitutional to require public utility holding companies with Wisconsin utility subsidiaries to be incorporated in the state of Wisconsin. The remaining WUHCA provisions that Alliant Energy challenged were upheld as constitutional. Alliant Energy filed a petition for rehearing with the 7th Circuit regarding those provisions that were upheld, which was denied in July 2003. Alliant Energy has filed a petition with the U.S. Supreme Court asking it to review the case.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: The following Exhibits are filed herewith or incorporated by reference.

3.1 Restated Articles of Incorporation of IP&L (incorporated by reference to Exhibit 1 to IP&L's Registration Statement on Form 8-A, dated Sept. 19, 2003 (File No. 0-4117-1))

3.2 Articles of Amendment to IP&L's Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Sept. 9, 2003 (File No. 0-4117-1))

4.1 Indenture (For Senior Unsecured Debt Securities), dated as of Aug. 20, 2003, between IP&L and Bank One Trust, as Trustee (incorporated by reference to Exhibit 4.11 to IP&L's Registration Statement on Form S-3 (Registration No. 333-108199))

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4.2 Officer's Certificate, dated Sept. 10, 2003, creating IP&L's 5.875% Senior Debentures due 2018 (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Sept. 10, 2003 (File No. 0-4117-1))

4.3 Officer's Certificate, dated Oct. 14, 2003, creating IP&L's 6.45% Senior Debentures due 2033 (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated Oct. 14, 2003 (File No. 0-4117-1))

10.1 364-Day Credit Agreement, dated as of Sept. 30, 2003, among Alliant Energy, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

10.2 364-Day Credit Agreement, dated as of Sept. 30, 2003, among IP&L, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

10.3 364-Day Credit Agreement, dated as of Sept. 30, 2003, among WP&L, the Banks named therein and Bank One, NA, as Administrative Agent and Letters of Credit issuing bank

10.4 Third Amendment to Credit Agreement, dated as of Oct. 24, 2003, by and among Whiting, Bank One, NA, as Administrative Agent and each of the Financial Institutions a party thereto (incorporated by reference to Exhibit 4.5 to WPC's Registration Statement on Form S-1 (Registration No. 333-107341))

10.5 Supplemental Retirement Plan Agreement by and between Alliant Energy and W.D. Harvey, J.E. Hoffman, E.G. Protsch, B.J. Swan and P.J. Wegner

10.6 Supplemental Retirement Plan Agreement by and between Alliant Energy and D.K. Doyle, D.L. Mineck and K.K. Zuhlke

10.7 Supplemental Retirement Plan Agreement by and between Alliant Energy and V.A. Gebhart, T.L. Hanson, J.E. Kratchmer and B.A. Siehr

31.1 Certification of the Chairman, President and CEO for Alliant Energy

31.2 Certification of the Executive Vice President and CFO for Alliant Energy

31.3 Certification of the Chairman and CEO for IP&L

31.4 Certification of the President and CFO for IP&L

31.5 Certification of the Chairman and CEO for WP&L

31.6 Certification of the Executive Vice President and CFO for WP&L

32.1 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy

32.2 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IP&L

32.3 Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WP&L

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(b) Reports on Form 8-K:

Alliant Energy

Alliant Energy filed a Current Report on Form 8-K, dated Aug. 28, 2003, reporting (under Items 5 and 7) that it issued a press release announcing the resignation of its CFO, Thomas M. Walker, and the appointment of Eliot G. Protsch, its Executive Vice President-Energy Delivery and President, IP&L, to serve as interim CFO, effective Sept. 1, 2003.

Alliant Energy filed a Current Report on Form 8-K, dated July 28, 2003, reporting (under Items 7 and 9) that it issued a press release announcing its earnings for the quarter ended June 30, 2003 and its earnings guidance for 2003.

Alliant Energy filed a Current Report on Form 8-K, dated July 1, 2003, reporting (under Items 5 and 7) that it agreed to sell 15,000,000 shares of its common stock at $19.25 per share to the public in a public offering and provide the underwriters an option to purchase up to 2,250,000 additional shares of common stock at the same price per share to cover any over-allotments.

IP&L

IP&L filed a Current Report on Form 8-K, dated Sept. 10, 2003, reporting (under Items 5 and 7) that it agreed to sell $100 million aggregate principal amount of its 5.875% senior debentures due 2018 in a public offering.

IP&L filed a Current Report on Form 8-K, dated Sept. 9, 2003, reporting (under Items 5 and 7) that it agreed to sell 1,600,000 shares of its 7.10% Series C preferred stock at $25.00 per share in a public offering.

WP&L — None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company have each duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 13th day of November 2003.

ALLIANT ENERGY CORPORATION
Registrant
By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer	(Principal Accounting Officer and Authorized Signatory)
INTERSTATE POWER AND LIGHT COMPANY
Registrant
By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer	(Principal Accounting Officer and Authorized Signatory)
WISCONSIN POWER AND LIGHT COMPANY
Registrant
By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer	(Principal Accounting Officer and Authorized Signatory)

48

EX-10

 Form 10-Q 9/30/03 Exhibit 10.1 

EX-10

 Form 10-Q 9/30/03 Exhibit 10.2 

EX-10

Exhibit 10.3
EXECUTION COPY

$200,000,000
364-DAY
CREDIT AGREEMENT

Dated as of September 30, 2003

Among

WISCONSIN POWER AND LIGHT COMPANY
as Borrower

THE BANKS NAMED HEREIN
as Banks

and

BANK ONE, NA
as Administrative Agent and LC Issuing Bank

WACHOVIA BANK, NATIONAL ASSOCIATION
Syndication Agent

BANC ONE CAPITAL MARKETS, INC.
and
WACHOVIA CAPITAL MARKETS, LLC
Co-Lead Arrangers

BANK OF AMERICA, N.A.,
BARCLAYS BANK PLC
and
WELLS FARGO BANK, N.A.
Co-Documentation Agents

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
SECTION 1.01	Certain Defined Terms	1
SECTION 1.02	Computation of Time Periods	15
SECTION 1.03	Computations of Outstandings	16
SECTION 1.04	Accounting Terms	16
ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT		16
SECTION 2.01	The Advances	16
SECTION 2.02	Making the Advances	16
SECTION 2.03	Letters of Credit	17
SECTION 2.04	Fees	20
SECTION 2.05	Reduction of the Commitments	21
SECTION 2.06	Repayment of Advances	21
SECTION 2.07	Interest on Advances	21
SECTION 2.08	Additional Interest on Eurodollar Rate Advances	22
SECTION 2.09	Interest Rate Determination	22
SECTION 2.10	Voluntary Conversion of Advances	23
SECTION 2.11	Optional Prepayments of Advances	24
SECTION 2.12	Increased Costs	24
SECTION 2.13	Illegality	25
SECTION 2.14	Payments and Computations	25
SECTION 2.15	Noteless Agreement; Evidence of Indebtedness	26
SECTION 2.16	Taxes	27
SECTION 2.17	Sharing of Payments, Etc.	28
SECTION 2.18	Extension of Revolving Commitment Termination Date; Term Election	29
ARTICLE III CONDITIONS OF LENDING		30
SECTION 3.01	Conditions Precedent to Closing	30
SECTION 3.02	Conditions Precedent to Each Extension of Credit	32
SECTION 3.03	Conditions Precedent to Each Extension of the Revolving Commitment Termination Date	33
SECTION 3.04	Reliance on Certificates	34
ARTICLE IV REPRESENTATIONS AND WARRANTIES		34
SECTION 4.01	Representations and Warranties of the Borrower	34
ARTICLE V COVENANTS OF THE BORROWER		36
SECTION 5.01	Affirmative Covenants	36
SECTION 5.02	Negative Covenants	40
ARTICLE VI EVENTS OF DEFAULT		44
SECTION 6.01	Events of Default	44
SECTION 6.02	Cash Collateral Account	46
ARTICLE VII THE AGENT		47
SECTION 7.01	Authorization and Action	47
SECTION 7.02	Agent's Reliance, Etc	47
SECTION 7.03	Bank One and Affiliates	48
SECTION 7.04	Lender Credit Decision	48
SECTION 7.05	Indemnification	48
SECTION 7.06	Successor Agent	49
ARTICLE VIII MISCELLANEOUS		49
SECTION 8.01	Amendments, Etc	49
SECTION 8.02	Notices, Etc	50
SECTION 8.03	No Waiver; Remedies	50
SECTION 8.04	Costs, Expenses, Taxes and Indemnification	50
SECTION 8.05	Right of Set-off	51
SECTION 8.06	Binding Effect	52
SECTION 8.07	Assignments and Participations	52
SECTION 8.08	Confidentiality	56
SECTION 8.09	WAIVER OF JURY TRIAL	57
SECTION 8.10	Governing Law	57
SECTION 8.11	Relation of the Parties; No Beneficiary	57
SECTION 8.12	Execution in Counterparts	57

EXHIBITS AND SCHEDULES
Exhibit 1.01	-	Form of Note
Exhibit 2.02(a)	-	Form of Notice of Borrowing
Exhibit 2.03	-	Form of Request for Issuance
Exhibit 2.10	-	Form of Notice of Conversion
Exhibit 3.01(a)(viii)-1	-	Form of Opinion of Foley & Lardner
Exhibit 3.01(a)(viii)-2	-	Form of Opinion of General Counsel
Exhibit 3.01(a)(viii)-3	-	Form of Opinion of King & Spalding LLP
Exhibit 8.07	-	Form of Lender Assignment
Schedule I	-	Commitment Schedule
Schedule II	-	Existing Liens
Schedule III	-	Existing Debt

CREDIT AGREEMENT

Dated as of September 30, 2003

        THIS CREDIT AGREEMENT (this “Agreement”) is made by and among:

(i) WISCONSIN POWER AND LIGHT COMPANY, a Wisconsin corporation (the “Borrower”),

(ii) the banks (the “Banks”) listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and

(iii) Bank One, NA (“Bank One”), as administrative agent (the “Agent”) for the Lenders hereunder and as the issuer of Letters of Credit (as hereinafter defined) (the “LC Issuing Bank”).

PRELIMINARY STATEMENTS

(1) The Borrower has requested that the Banks and LC Issuing Bank provide certain Extensions of Credit (as hereinafter defined) to the Borrower.

(2) The Banks and LC Issuing Bank have agreed to make such Extensions of Credit subject to the terms and conditions of this Agreement.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.     Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

        “Administrative Agency Fee Letter” means the letter agreement, dated August 27, 2003, among the Borrower, the Parent, IPL, Bank One and Banc One Capital Markets, Inc.

        “Arranger Fee Letter” means the letter agreement, dated August 27, 2003, among the Borrower, the Parent, IPL, Bank One, Banc One Capital Markets, Inc., Wachovia Bank, National Association and Wachovia Capital Markets, LLC.

        “Advance” means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type” of Advance.

        “AEC Facility” means the $650,000,000 364-Day Credit Agreement, dated as of October 11, 2002, among the Parent, the banks named therein and Bank One, as the administrative agent.

        “Affected Lender” has the meaning assigned to that term in Section 2.13.

        “Affected Lender Advance” has the meaning assigned to that term in Section 2.13.

        “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

        “Alternate Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i) the rate of interest announced publicly by Bank One or its corporate parent, Bank One Corporation, from time to time, as its corporate base rate or prime rate of interest; and

(ii) 1/2 of one percent per annum above the Federal Funds Rate.

Each change in the Alternate Base Rate shall take effect concurrently with any change in such base or prime rate or the Federal Funds Rate.

        “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

        “Applicable Margin” means, for any Eurodollar Rate Advance or Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 33-1/3%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Eurodollar Rate or the Base Rate, as applicable, and (ii) on any date the Utilization Percentage exceeds 33-1/3%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Utilized Eurodollar Rate or the Utilized Base Rate, as applicable.

	LEVEL 1	LEVEL 2	LEVEL 3	LEVEL 4	LEVEL 5	LEVEL 6
BASIS FOR	Reference	Reference	Reference	Reference	Reference	Reference
PRICING	Ratings At	Ratings	Ratings Less	Ratings	Ratings	Ratings Less
	Least A By	Less Than	Than Level 2	Less Than	Less Than	Than Level 5*
	S&P's/A2 By	Level 1 But	But At Least	Level 3 But	Level 4 But
	Moody's.	At Least A-	BBB+ By	At Least	At Least
		By S&P's/A3	S&P's/Baa1	BBB By	BBB- By
		By Moody's.	By Moody's.	S&P's/Baa2	S&P's/Baa3
				By Moody's.	By Moody's.
Basis Points Per Annum
Eurodollar Rate	55.0	62.5	85.0	95.0	105.0	195.0
Base Rate	0	0	0	0	0	0
Utilized Eurodollar	67.5	75.0	97.5	107.5	130.0	220.0
Rate
Utilized Base Rate	12.5	12.5	12.5	12.5	25.0	25.0

* or unrated

The Applicable Margin will be based upon the Level corresponding to the Reference Ratings at the time of determination. Any change in the Applicable Margin resulting from a change in the Reference Ratings shall be effective, as to any Advance, as of the date on which the applicable rating agency announces the applicable change in ratings. The Applicable Margin set forth above shall be increased at all times following the effective date of the Term Election, by 37.5 basis points at Levels 1, 2, 3 and 4 and by 50.0 basis points at Levels 5 and 6.

        “Applicable Rate” means:

    (i)               in the case of each Base Rate Advance, a rate per annum equal at all times to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin in effect from time to time; and

    (ii)               in the case of each Eurodollar Rate Advance comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period.

        “Available Commitment” means, for each Lender at any time on any day, the unused portion of such Lender’s Commitment, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom, all prepayments and repayments of Advances made on such day and all reductions in the LC Outstandings made on such day.

        “Available Commitments” means the aggregate of the Lenders’ Available Commitments hereunder.

        “Banks”has the meaning assigned to that term in the Preamble to this Agreement.

        “Base Rate Advance” means an Advance that bears interest as provided in Section 2.07(a).

        “Borrowing” means a borrowing consisting of simultaneous Advances of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.10, as the case may be. All Advances of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

        “Business Day” means a day of the year on which banks are not required or authorized to close in New York City, Chicago, Illinois or Madison, Wisconsin and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

        “Capitalized Lease Obligations” means obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligations shall be the capitalized amount determined in accordance with such principles.

        “Cash and Cash Equivalents” means, with respect to any Person, the aggregate amount of the following, to the extent owned by such Person free and clear of all Liens, encumbrances and rights of others and not subject to any judicial, regulatory or other legal constraint: (i) cash on hand; (ii) Dollar demand deposits maintained in the United States with any commercial bank and Dollar time deposits maintained in the United States with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank which has an office in the United States and which has a combined capital and surplus of at least $100,000,000; (iii) eurodollar time deposits maintained in the United States with, or eurodollar certificates of deposit having a maturity of one year or less issued by, any commercial bank having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iv) direct obligations of, or unconditionally guaranteed by, the United States and having a maturity of one year or less; (v) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody’s, respectively (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), and having a maturity of one year or less; (vi) obligations with any Lender or any other commercial bank in respect of the repurchase of obligations of the type described in clause (iv) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (iv) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, such Lender or such other commercial bank; and (vii) preferred stock of any Person that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating preferred stock of entities engaged in such businesses).

        “Cash Collateral Account” has the meaning assigned to that term in Section 6.02.

        “Certifying Officer” has the meaning assigned to that term in Section 5.01(h)(iv).

        “Closing” means the day upon which each of the applicable conditions precedent enumerated in Section 3.01 shall be fulfilled to the satisfaction of, or waived with the consent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower. All transactions contemplated by the Closing shall take place on a Business Day on or prior to September 30, 2003, at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, at 10:00 a.m. (New York City time), or such later Business Day as the parties hereto may mutually agree.

        "Co-Lead Arrangers" shall mean, collectively, Banc One Capital Markets, Inc. and Wachovia Capital Markets, LLC.

        “Commitment” means, for each Lender, the obligation of such Lender to make Advances to the Borrower and to participate in the reimbursement obligations of the Borrower in respect of Letters of Credit in an amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into one or more Lender Assignments, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), in each such case as such amount may be reduced from time to time pursuant to Section 2.05(a), (b) or (c).

        “Commitments”means the total of the Lenders’ Commitments hereunder.

        “Confidential Information” has the meaning assigned to that term in Section 8.08.

        “Consenting Lenders” has the meaning assigned to that term in Section 2.18(c).

        “Consolidated Capital” means, with respect to any Person, at any date of determination, the sum of (i) Consolidated Debt of such Person, (ii) consolidated equity of the common stockholders of such Person and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Person and its Consolidated Subsidiaries and (iv) consolidated equity of the preferred stockholders of such Person and its Consolidated Subsidiaries, in each case determined at such date in accordance with GAAP.

        “Consolidated Debt” means, with respect to any Person, at any date of determination, the aggregate Debt of such Person and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include Nonrecourse Debt of the Borrower or any of its Subsidiaries.

        “Consolidated Subsidiary” means, with respect to any Person, any Subsidiary of such Person whose accounts are or are required to be consolidated with the accounts of such Person in accordance with GAAP.

        “Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type, or to the selection of a new, or the renewal of the same, Interest Period for Advances, as the case may be, pursuant to Section 2.09 or 2.10.

        “Debenture Indenture” means that certain Indenture, dated as of June 20, 1997, between the Borrower and Firstar Trust Company, as Trustee, as amended and supplemented from time to time.

        “Debt” means, for any Person, any and all indebtedness, liabilities and other monetary obligations of such Person (i) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (ii) to pay the deferred purchase price of property or services (except trade accounts payable arising and repaid in the ordinary course of business), (iii) Capitalized Lease Obligations, (iv) under reimbursement or similar agreements with respect to letters of credit (other than trade letters of credit) issued to support indebtedness or obligations of such Person or of others of the kinds referred to in clauses (i) through (iii) above and clause (v) below, (v) reasonably quantifiable obligations under direct guaranties or indemnities, or under support agreements, in respect of, and reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv), above, and (vi) in respect of unfunded vested benefits under Plans. In determining Debt for any Person, there shall be included accrued interest on the principal amount thereof to the extent such interest has accrued for more than six months.

        “Default Rate” means (i) with respect to the unpaid principal of or interest on any Advance, the greater of (A) 2% per annum above the Applicable Rate in effect from time to time for such Advance and (B) 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances and (ii) with respect to any other unpaid amount hereunder, 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances.

        “Dollars”and the sign “$” each means lawful money of the United States.

        “Domestic Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender, or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

        “Eligible Assignee” means (i) a commercial bank or trust company organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States; (iii) the central bank of any country that is a member of the OECD; and (iv) any other commercial bank or other financial institution engaged generally in the business of extending credit or purchasing debt instruments; provided, however, that (A) any such Person shall also (1) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such rating agencies is then in the business of rating unsecured indebtedness of entities engaged in such businesses) or (2) have combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $250,000,000 (or its equivalent in foreign currency), (B) any Person described in clause (ii), (iii) or (iv) above shall, on the date on which it is to become a Lender hereunder, (x) be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes (as contemplated by Section 2.16) and (y) not be incurring any losses, costs or expenses of the type for which such Person could demand payment under Section 2.12, and (C) any Person described in clause (ii), (iii) or (iv) above shall, in addition, be reasonably acceptable to the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower.

        “Equity Interests” means, (i) with respect to a corporation, shares of capital stock of such corporation or any other interest convertible or exchangeable into any such interest, (ii) with respect to a limited liability company, a membership interest in such company, (iii) with respect to a partnership, a partnership interest in such partnership, and (iv) with respect to any other Person, an interest in such Person analogous to interests described in clauses (i) through (iii).

        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

        “ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of the regulations under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended from time to time.

        “ERISA Event” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Parent or an ERISA Affiliate of the Parent from a Multiple Employer Plan or a Multiemployer Plan during a plan year for which it was a “substantial employer”, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Parent or an ERISA Affiliate of the Parent to make a payment to a Plan required under Section 302(f)(1) of ERISA, which failure results in the imposition of a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

        “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

        “Eurodollar Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

        “Eurodollar Rate” means, for each Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.09.

        “Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.07(b).

        “Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Rate Advance means the reserve percentage applicable to such Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

        “Events of Default” has the meaning assigned to that term in Section 6.01.

        “Existing Facility” means the $150,000,000 Credit Agreement, dated as of October 11, 2002, among the Borrower, the banks named therein and Citibank, N.A., as the administrative agent.

        “Extension of Credit” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

        “Facility Fee” means a fee that shall be payable on the aggregate amount of the Commitment of each Lender, irrespective of usage, payable to each Lender on the amount of its Commitment at the rate (expressed in basis points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 based on the Reference Ratings.

	LEVEL 1	LEVEL 2	LEVEL 3	LEVEL 4	LEVEL 5	LEVEL 6
BASIS FOR	Reference	Reference	Reference	Reference	Reference	Reference
PRICING	Ratings At	Ratings	Ratings Less	Ratings	Ratings	Ratings Less
	Least A By	Less Than	Than Level 2	Less Than	Less Than	Than Level 5*
	S&P/A2 By	Level 1 But	But At Least	Level 3 But	Level 4 But
	Moody's.	At Least A-	BBB+ By	At Least	At Least
		By S&P/A3	S&P/Baa1	BBB By	BBB- By
		By Moody's.	By Moody's.	S&P/Baa2	S&P/Baa3
				By Moody's.	By Moody's.
Basis Points	10.0	12.5	15.0	17.5	20.0	30.0

* or unrated

        The Facility Fee will be based upon the Level corresponding to the Reference Ratings at the time of determination. Any change in the Facility Fee resulting from a change in the Reference Ratings shall be effective as of the date on which the applicable rating agency announces the applicable change in ratings.

        “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

        “First Mortgage Bond Indenture” means that certain Indenture, dated as of August 1, 1941, between the Borrower and First Wisconsin Trust Company and George B. Luhman, as Trustees, as amended and supplemented from time to time.

        “GAAP”has the meaning assigned to that term in Section 1.04.

        “Governmental Approval” means any authorization, consent, approval, license, franchise, lease, ruling, tariff, rate, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal or regulatory body.

        “Granting Lender” has the meaning assigned to that term in Section 8.07(i).

        “Hazardous Substance” means any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

        “Hostile Acquisition” means any acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the Person that is the subject of such acquisition prior to the first public announcement or disclosure relating to such acquisition.

        “Indemnified Person”has the meaning assigned to that term in Section 8.04(c).

        “Indentures”means the Debenture Indenture and the First Mortgage Bond Indenture.

        “Interest Period” means, for each Eurodollar Rate Advance made as part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Advance into such a Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received by the Agent not later than 11:00 a.m. on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i) the Borrower may not select any Interest Period that ends after the Termination Date;

(ii) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and

(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

        “IPL”means Interstate Power and Light Company, an Iowa corporation.

        “IPL Facility” means the $200,000,000 364-Day Credit Agreement, dated as of October 11, 2002, as amended, among IPL, the banks named therein and Citibank, N.A., as administrative agent.

        “LC Fee” is defined in Section 2.04(b).

        “LC Issuing Bank” has the meaning assigned to that term in the preamble to this Agreement.

        “LC Outstandings” means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Bank under Letters of Credit.

        “LC Payment Notice” is defined in Section 2.03(d).

        “Lender Assignment” means an assignment and acceptance agreement entered into by a Lender and an Eligible Assignee, and accepted by the Agent and the LC Issuing Bank, in substantially the form of Exhibit 8.07.

        “Lenders” means the Banks listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto pursuant to Section 8.07.

        “Letter of Credit” means letters of credit issued by the LC Issuing Bank pursuant to Section 2.03.

        “Lien”has the meaning assigned to that term in Section 5.02(a).

        “Loan Documents” means (i) this Agreement, any Note issued pursuant to Section 2.15, the Administrative Agency Fee Letter and the Arranger Fee Letter, (ii) all agreements, documents and instruments in favor of the Agent, the LC Issuing Bank or the Lenders (or the Agent on behalf of the LC Issuing Bank or the Lenders), and (iii) all other agreements, instruments and documents now or hereafter executed and/or delivered pursuant hereto or thereto.

        “Majority Lenders” means, on any date of determination, Lenders that, collectively, on such date (i) hold greater than 50% of the then outstanding Advances and participation obligations with respect to the LC Outstandings and, (ii) if there are no Outstanding Credits, have Percentages in the aggregate greater than 50%. Any determination of those Lenders constituting the Majority Lenders shall be made by the Agent and shall be conclusive and binding on all parties absent manifest error.

        “Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System.

        “Material Adverse Change” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; provided, however, a downgrade by S&P or Moody’s of its rating of the Borrower or any Debt of the Borrower shall not, in and of itself, be deemed to be a Material Adverse Change, but for purposes of clarity in interpreting the foregoing, it is agreed that the event, change, circumstance or condition that causes such downgrade (or an announcement of a potential downgrade or a review for possible ratings change) of any such rating, and the effect or change caused by such downgrade (or an announcement of a potential downgrade or a review for possible ratings change), will be considered in whether there has been a Material Adverse Change; provided, further, the fact that the Borrower is unable to issue Debt in the commercial paper market due to market conditions generally affecting the commercial paper market shall not, in and of itself, be deemed to be a Material Adverse Change; (ii) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse change upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

        “Moody’s”means Moody’s Investors Service, Inc. or any successor thereto.

        “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the Parent or any ERISA Affiliate of the Parent is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements.

        “Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and at least one Person other than the Parent and its ERISA Affiliates or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

        “Non-Consenting Lender” has the meaning assigned to that term in Section 2.18(b).

        “Non-Performing Lender”has the meaning assigned to that term in Section 2.03(e).

        “Nonrecourse Debt” means any Debt that finances the acquisition, development, ownership or operation of an asset to the extent that the Person to which such Debt is owed has no recourse whatsoever to the Borrower or any of its Affiliates other than:

(i) recourse to the named obligor with respect to such Debt (the “Debtor”) for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from the asset; and

(ii) recourse to the Debtor for the purpose only of enabling amounts to be claimed in respect of such Debt in an enforcement of any security interest or lien given by the Debtor over the asset or the income, cash flow or other proceeds deriving from the asset (or given by any shareholder or the like in the Debtor over its shares or like interest in the capital of the Debtor) to secure the Debt, but only if the extent of the recourse to the Debtor is limited solely to the amount of any recoveries made on any such enforcement;

(iii) recourse to the Debtor generally or indirectly to any Affiliate of the Debtor, under any form of assurance, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for a breach of an obligation (other than a payment obligation or an obligation to comply or to procure compliance by another with any financial ratios or other tests of financial condition) by the Person against which such recourse is available; and

(iv) recourse to the Debtor, if such Debtor’s assets are limited to the asset so acquired, developed, owned or operated and other assets used in connection with or produced by the operation of the asset so acquired, developed, owned or operated.

        “Note” means a promissory note issued at the request of a Lender pursuant to Section 2.15, in substantially the form of Exhibit 1.01 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

        “Notice of Borrowing” has the meaning assigned to that term in Section 2.02(a).

        “Notice of Conversion” has the meaning assigned to that term in Section 2.10.

        “OECD”means the Organization for Economic Cooperation and Development.

        “Other Taxes” has the meaning assigned to that term in Section 2.16(b).

        “Outstanding Credits” means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Borrowings outstanding on such date plus (ii) the LC Outstandings on such date.

        “Parent”means Alliant Energy Corporation, a Wisconsin corporation.

        “PBGC” means the Pension Benefit Guaranty Corporation (or any successor entity) established under ERISA.

        “Percentage” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100%.

        “Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

        “Plan”means a Single Employer Plan or a Multiple Employer Plan.

        “PSC Order” means the order of the Public Service Commission of Wisconsin (File No. 6680-SB-122), dated May 4, 2001.

        “PUHCA”means the Public Utility Holding Company Act of 1935, as amended from time to time.

        “Reference Banks” means Bank One and Wachovia Bank, National Association, and any additional or substitute Lenders as may be selected from time to time to act as Reference Banks hereunder by the Agent.

        “Reference Ratings” means the ratings assigned by S&P and Moody’s to the Reference Securities. For purposes of the foregoing, if the ratings assigned to such Reference Security by S&P and Moody’s, respectively, are not comparable (i.e., a “split rating”) by: (x) one level, the level corresponding to the lower of such two ratings shall control, or (y) two or more levels, the level corresponding to the rating one level above the lower of such two ratings shall control, unless either rating is below BBB- or unrated (in the case of S&P) or Baa3 or unrated (in the case of Moody’s), in which case the lower of the two ratings shall control.

        “Reference Securities” means the Borrower’s senior unsecured non-credit enhanced long-term debt.

        “Register”has the meaning assigned to that term in Section 8.07(c).

        “Report”has the meaning assigned to that term in Section 5.01(h)(iv).

        “Request for Issuance” means a request made pursuant to Section 2.03(a) in the form of Exhibit 2.03.

        “Revolving Commitment Termination Date” means the earlier to occur of (i) September 28, 2004, or such later date as to which the Lenders may from time to time agree pursuant to Section 2.18 and (ii) the date of termination or reduction in whole of the Commitments pursuant to Section 2.05 or 6.01.

        “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

        “Senior Financial Officer” means the President, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower.

        “Significant Subsidiary” means any Subsidiary of the Borrower that, on a consolidated basis with any of its Subsidiaries as of any date of determination, accounts for more than 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries.

        “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and no Person other than the Parent and its ERISA Affiliates, or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

        “SPC”has the meaning assigned to that term in Section 8.07(i).

        “Subsidiary” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding Equity Interests having ordinary voting power (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time owned by said Person, either directly or through one or more other Subsidiaries. In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

        “Taxes”has the meaning assigned to that term in Section 2.16(a).

        “Term Election” has the meaning assigned to that term in Section 2.18(a).

        “Termination Date” means the Revolving Commitment Termination Date, or, if the Borrower shall have made the Term Election, the first anniversary of the Revolving Commitment Termination Date.

        “Type” has the meaning assigned to that term (i) in the definition of “Advance” when used in such context and (ii) in the definition of “Borrowing” when used in such context.

        “Unmatured Default” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

        “Utilization Percentage” means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the aggregate Commitments then in effect.

SECTION 1.02.     Computation of Time Periods. Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Chicago, Illinois time. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. In the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

SECTION 1.03.     Computations of Outstandings. Whenever reference is made in this Agreement to the “principal amount outstanding” on any date under this Agreement, such reference shall refer to the aggregate principal amount of all Advances outstanding on such date after giving effect to all Advances to be made on such date and the application of the proceeds thereof.

SECTION 1.04.     Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles (“GAAP”) consistent with those applied in the preparation of the financial statements referred to in Section 4.01(f).

ARTICLE II
AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Advances.

(a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Revolving Commitment Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b) In no event shall the Borrower be entitled to request or receive any Borrowings that would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Advances.

(a) Each Borrowing shall be made on notice, given not later than 11:00 a.m. (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier, telex or cable, in substantially the form of Exhibit 2.02(a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will promptly make such funds available to the Borrower at the Agent’s aforesaid address.

(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Letters of Credit.

(a) Subject to the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Agent (which shall promptly distribute copies thereof to the Lenders) and the LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the Revolving Commitment Termination Date), (ii) the proposed stated amount of such Letter of Credit (which shall not be less than $1,000,000), (iii) the name and address of the beneficiary of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Agent, which shall promptly furnish copies thereof to the Lenders.

(b) No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, (i) the Outstanding Credits would exceed the total Commitments or (ii) the aggregate principal amount of outstanding Letters of Credit would exceed $100,000,000.

(c) The Borrower hereby agrees to pay to the Agent for the account of the LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to subsection (d) below, the Lenders, on demand made by the LC Issuing Bank to the Borrower, on and after each date on which the LC Issuing Bank shall pay any amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to the amount so paid plus interest on such amount from the date so paid by the LC Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by the LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%.

(d) If the LC Issuing Bank shall not have been reimbursed in full for any payment made by the LC Issuing Bank under a Letter of Credit issued by the LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by the LC Issuing Bank. Each Lender severally agrees to purchase a participation in the reimbursement obligation of the Borrower to the LC Issuing Bank by paying to the Agent for the account of the LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by the LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 P.M. on the later to occur of (i) the Business Day immediately following the date of such payment by the LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each Lender’s obligation to make each such payment to the Agent for the account of the LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Event of Default or the failure of any other Lender to make any payment under this Section 2.03(d). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) The failure of any Lender to make any payment to the Agent for the account of the LC Issuing Bank in accordance with subsection (d) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “Non-Performing Lender”) shall fail to make any payment to the Agent for the account of the LC Issuing Bank in accordance with subsection (d) above within five Business Days after the LC Payment Notice relating thereto, then, for so long as such failure shall continue, the LC Issuing Bank shall be deemed, for purposes of Section 8.01 and Article VI hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such Non-Performing Lender to the Agent for the account of the LC Issuing Bank pursuant to subsection (d) above. Any Non-Performing Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to purchase a participation in the reimbursement obligations of the Borrower under subsection (d) above) severally agree to pay to the Agent for the account of the LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have purchased its participation had it complied with the requirements of subsection (d) above until the date such amount is paid to the Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the Federal Funds Rate.

(f) The payment obligations of each Lender under Section 2.03(d) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii) any amendment or waiver of, or any consent to departure from, the terms of this Agreement, any other Loan Document or such Letter of Credit;

(iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv) any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment in good faith by the LC Issuing Bank under the Letter of Credit issued by the LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g) The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in any Loan Document, the Borrower and each Lender shall have the right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender which the Borrower or such Lender proves were caused by the LC Issuing Bank’s willful misconduct or gross negligence, including, in the case of the Borrower, the LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by the LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by the LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by the LC Issuing Bank’s willful misconduct or gross negligence.

SECTION 2.04. Fees.

(a) The Borrower agrees to pay to the Agent for the account of each Lender the Facility Fee, from the date hereof, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, in the case of each other Lender, until the later of the Termination Date and the date all Advances are paid in full, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment, commencing December 31, 2003, and on the later of the Termination Date and the date all Advances are paid in full.

(b) The Borrower shall pay to the Agent for the account of each Lender a fee (the “LC Fee”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit outstanding on each such day, from the date hereof until the later to occur of the Termination Date and the date on which no Letters of Credit are outstanding, payable on the last day of each March, June, September and December (commencing December 31, 2003) and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances. In addition, the Borrower shall pay to the LC Issuing Bank such fees for the issuance and maintenance of Letters of Credit and for drawings thereunder as may be separately agreed between the Borrower and the LC Issuing Bank.

(c) In addition to the fees provided for in subsections (a) and (b) above, the Borrower shall pay (i) to the Agent and the LC Issuing Bank, for their own accounts, such fees as are provided for in the Administrative Agency Fee Letter and (ii) to the Lenders and the Co-Lead Arrangers, for their own accounts, such fees as are provided for in the Arranger Fee Letter.

SECTION 2.05. Reduction of the Commitments.

(a) The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Extensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b) On and after any date following the effective date of the Term Election, if the Available Commitments shall exceed the aggregate principal amount of Advances outstanding, the Available Commitments shall automatically be reduced on such date by an amount equal to such excess.

(c) On the Termination Date, the Commitments of the Lenders shall be reduced to zero.

(d) Any termination or reduction of the Commitments under this Section 2.05 shall be irrevocable, and the Commitments shall not thereafter be reinstated.

SECTION 2.06. Repayment of Advances. The Borrower shall repay the principal amount of each Advance made by each Lender on the Termination Date.

SECTION 2.07. Interest on Advances. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the Applicable Rate for such Advance (except as otherwise provided in this Section 2.07), payable as follows:

(a) Base Rate Advances. If such Advance is a Base Rate Advance, interest thereon shall be payable quarterly in arrears on the last day of each March, June, September and December, on the date of any Conversion of such Base Rate Advance and on the date such Base Rate Advance shall become due and payable or shall otherwise be paid in full; provided that at any time an Event of Default shall have occurred and be continuing, each Base Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(b) Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance, interest thereon shall be payable on the last day of such Interest Period and, if the Interest Period for such Advance has a duration of more than three months, on that day of each third month during such Interest Period that corresponds to the first day of such Interest Period (or, if any such month does not have a corresponding day, then on the last day of such month); provided that at any time an Event of Default shall have occurred and be continuing, each Eurodollar Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

SECTION 2.08. Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to Agent for the account of each Lender any costs actually incurred by such Lender with respect to Eurodollar Rate Advances that are attributable to such Lender’s compliance with regulations of the Board of Governors of the Federal Reserve System requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent. A certificate as to the amount of such additional interest, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith.

SECTION 2.09. Interest Rate Determination.

(a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(b) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a) or (b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b).

(c) If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets:

(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for Eurodollar Rate Advances;

(ii) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and

(iii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(d) If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon:

(i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance; and

(ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(e) If the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify the Borrower and the Lenders and such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(f) On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the number of Lenders on such date, such Advances shall, if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed the product of (i) $1,000,000 and (ii) the number of Lenders on such date, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period.

(g) Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

SECTION 2.10. Voluntary Conversion of Advances. Subject to the conditions set forth below, the Borrower may, on any Business Day, by delivering a notice of Conversion (a “Notice of Conversion”) to the Agent not later than 12:00 noon (i) on the third Business Day prior to the date of the proposed Conversion, in the case of a Conversion to or in respect of Eurodollar Rate Advances and (ii) on the date of the proposed Conversion, in the case of a Conversion to or in respect of Base Rate Advances, and subject to the provisions of Sections 2.09 and 2.14, Convert all Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that, in the case of any Conversion of any Eurodollar Rate Advances into Base Rate Advances on a day other than the last day of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b). Each such Notice of Conversion shall be in substantially the form of Exhibit 2.10 and shall, within the restrictions specified above, specify (A) the date of such Conversion, (B) the Advances to be Converted, (C) if such Conversion is into Eurodollar Rate Advances, the duration of the Interest Period for each such Advance, and (D) the aggregate amount of Advances proposed to be Converted. Notwithstanding the foregoing, the Borrower may not Convert Base Rate Advances into Eurodollar Rate Advances and may not select a new Interest Period for Eurodollar Rate Advances at any time an Event of Default has occurred and is continuing.

SECTION 2.11. Optional Prepayments of Advances. The Borrower may, upon at least three Business Days’ notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay for the ratable account of the Lenders the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 (or, if lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral multiple of $1,000,000 in excess thereof. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b). Except as provided in this Section 2.11, the Borrower shall have no right to prepay any principal amount of any Advances.

SECTION 2.12. Increased Costs.

(a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith.

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith.

(c) Notwithstanding any provision of subsections (a) or (b) above to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

SECTION 2.13. Illegality. Notwithstanding any other provision of this Agreement to the contrary, if any Lender (the “Affected Lender”) shall notify the Agent and the Borrower that the introduction of or any change in or to the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Affected Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, all Eurodollar Rate Advances of the Affected Lender shall, on the fifth Business Day following such notice from the Affected Lender, automatically be Converted into a like number of Base Rate Advances, each in the amount of the corresponding Eurodollar Rate Advance of the Affected Lender being so Converted (each such Advance, as so Converted, being an “Affected Lender Advance”), and the obligation of the Affected Lender to make, maintain, or Convert Advances into Eurodollar Rate Advances shall thereupon be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, or the Affected Lender has been replaced pursuant to Section 8.07(g). For purposes of any prepayment under this Agreement, each Affected Lender Advance shall be deemed to continue to be part of the same Borrowing as the Eurodollar Rate Advances to which it corresponded at the time of the Conversion of such Affected Lender Advance pursuant to this Section 2.13.

SECTION 2.14. Payments and Computations.

(a) The Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in Dollars to the Agent at its address referred to in Section 8.02 in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.08, 2.16, 2.18(c) or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Lender Assignment and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Lender Assignment, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c) All computations of interest based on clause (i) of the definition of “Alternate Base Rate” and of the Facility Fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and the Federal Funds Rate and of the LC Fee shall be made by the Agent, and all computations of interest pursuant to Section 2.09 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith.

(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

SECTION 2.15. Noteless Agreement; Evidence of Indebtedness.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.

(d) Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in subsections (a) and (b) above.

SECTION 2.16. Taxes.

(a) Any and all payments by the Borrower hereunder and under the other Loan Documents shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the LC Issuing Bank and the Agent, taxes imposed on its overall net income and franchise taxes imposed on it by any jurisdiction, unless such Lender, the LC Issuing Bank or the Agent (as the case may be) would not have had such taxes imposed on it by such jurisdiction but for such Lender’s, the LC Issuing Bank’s or the Agent’s (as the case may be) having entered into this Agreement, having consummated the transactions contemplated hereby or having received payments by the Borrower hereunder or under the other Loan Documents (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, the LC Issuing Bank or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender, the LC Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower will indemnify each Lender, the LC Issuing Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender, the LC Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, the LC Issuing Bank or the Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question, the LC Issuing Bank or the Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, reasonably cooperate with the Borrower to preserve the Borrower’s rights to contest such Taxes or Other Taxes.

(d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof.

(e) The LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, the LC Issuing Bank or such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that the LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Internal Revenue Code of 1986, as amended from time to time. The LC Issuing Bank and each Lender that delivers to the Borrower and the Agent the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. The LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this subsection (e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate.

(f) Any Lender claiming any additional amounts payable pursuant to this Section 2.16 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.16 shall survive the payment in full of principal and interest hereunder.

SECTION 2.17. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.08, 2.12, 2.16, 2.18(c) or 8.04(b)) or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.18. Extension of Revolving Commitment Termination Date; Term Election.

(a) At least 30 but not more than 60 days prior to the then applicable Revolving Commitment Termination Date, the Borrower may, by delivering a written request to the Agent (each such request being irrevocable), request that the Revolving Commitment Termination Date be extended for an additional period of 364 days, commencing on the then applicable Revolving Commitment Termination Date. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Revolving Commitment Termination Date as requested by the Borrower, to extend the then applicable Termination Date to one year following such Termination Date (any such election to so extend the Termination Date being the “Term Election”). Upon receipt of any such notice, the Agent shall promptly communicate such request to the Lenders.

(b) No earlier than 30 days prior, and no later than 20 days prior, to the then applicable Revolving Commitment Termination Date, the Lenders shall indicate to the Agent whether the Borrower’s request to so extend the Revolving Commitment Termination Date is acceptable to the Lenders (and, if so, the conditions, if any, relating to such acceptance), it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a “Non-Consenting Lender”). The Agent shall notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to the then applicable Revolving Commitment Termination Date.

(c) Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower’s request to extend the then applicable Revolving Commitment Termination Date (the “Consenting Lenders”) plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 8.07(g) hereof shall constitute greater than 50% of the aggregate Commitments, the then applicable Revolving Commitment Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then applicable Revolving Commitment Termination Date (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof; provided that, before the Borrower may solicit Eligible Assignees other than the Consenting Lenders, the Consenting Lenders shall have at least five days before the end of the then applicable Revolving Commitment Termination Date to determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders.

(d) In the event that any request by the Borrower pursuant to subsection (a) above shall be denied and the Borrower shall have indicated in such request that, in the event of such denial, it has determined to effect the Term Election, then, effective as of the Revolving Commitment Termination Date, the Termination Date shall be extended to the first anniversary of the Revolving Commitment Termination Date; provided that on such date and on the Revolving Commitment Termination Date (i) the representations and warranties contained in Section 4.01 are true and correct, before and after giving effect to the Term Election, and (ii) no event has occurred and is continuing, or would result from the Term Election, that constitutes an Event of Default or an Unmatured Default. In addition, in the event that the Borrower shall not have requested an extension of the Revolving Commitment Termination Date pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Agent (which shall promptly give notice thereof to the Lenders) at least ten Business Days prior to the Revolving Commitment Termination Date, whereupon, effective as of the Revolving Commitment Termination Date, the Termination Date shall be extended to the first anniversary of the Revolving Commitment Termination Date; provided that on such date and on the then applicable Revolving Commitment Termination Date (i) the representations and warranties contained in Section 4.01 are true and correct, before and after giving effect to the Term Election, and (ii) no event has occurred and is continuing, or would result from the Term Election, that constitutes an Event of Default or an Unmatured Default.

(e) Notwithstanding anything contained herein to the contrary, the Borrower’s right to effect the Term Election as provided in either subsection (a) or (d) above shall not affect any rights or remedies that the Lenders or the Agent may have at such time under Section 6.01 as a result of any Event of Default or Unmatured Default that may have occurred and then be continuing, either at the time of the giving of such notice or on the then applicable Revolving Commitment Termination Date.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to Closing. The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditions precedent shall have been fulfilled:

(a) The Agent shall have received the following, each dated the date of the Closing, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:

(i) this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;

(ii) each Note requested by a Lender pursuant to Section 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower;

(iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;

(v) copies of the Certificate of Incorporation (or comparable charter document) and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;

(vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(vii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower;

(viii) favorable opinions of:

(A) Foley & Lardner, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;

(B) Barbara J. Swan, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and

(C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and

(ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.

(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Closing and in sufficient copies for each Lender, stating that:

(i) the representations and warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the date of the Closing as though made on and as of such date, and

(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default.

(c) The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Administrative Agency Fee Letter and the Arranger Fee Letter to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Closing.

(d) The Agent shall have received evidence that all amounts outstanding under the AEC Facility, the IPL Facility and the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

SECTION 3.02. Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase and (ii) the LC Issuing Bank to issue any Letter of Credit shall be subject to the conditions precedent that, on the date of such Extension of Credit:

(a) the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that, on the date of such Extension of Credit, such statements are true and correct):

(i) the representations and warranties contained in Section 4.01 are true and correct on and as of the date of such Extension of Credit, before and after giving effect to the application of the proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes an Event of Default or an Unmatured Default; and

(b) the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

SECTION 3.03. Conditions Precedent to Each Extension of the Revolving Commitment Termination Date. In the event that the Borrower shall request an extension of the Revolving Commitment Termination Date pursuant to Section 2.18, such extension shall take effect on the then applicable Revolving Commitment Termination Date, subject to the satisfaction of the following conditions precedent on or prior to such date, together with such other conditions precedent as the Consenting Lenders may require in connection with such extension:

(a) the Agent shall have prepared and delivered to the Borrower, the LC Issuing Bank and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender’s Commitment has been assigned pursuant to Section 8.07(g) hereof) a revised Schedule I that reflects the Commitments of each Lender after giving effect to such extension;

(b) the Borrower shall have paid all fees payable hereunder or payable under or referenced in Section 2.04, to the extent then due and payable;

(c) the Agent shall have received the following, in form and substance satisfactory to the Lenders and in sufficient copies for each Lender:

(i) copies of all Governmental Approvals, if any, required in connection with such extension, certified by the Secretary or an Assistant Secretary of the Borrower; and

(ii) favorable opinions of:

(A) Foley & Lardner, special counsel for the Borrower, in form acceptable to the Agent;

(B) Barbara J. Swan, General Counsel of the Borrower, in form acceptable to the Agent; and

(d) the Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated by Section 2.18 as the Agent shall reasonably request, including, without limitation, copies of the resolutions, in form and substance satisfactory to the Agent, of the Board of Directors of the Borrower authorizing the extension of the Revolving Commitment Termination Date; and

(e) the following statements shall be true and correct and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated on and as of such date and in sufficient copies for each Lender, stating that:

(i) the representations and warranties contained in Section 4.01 are true and correct on and as of such date as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such extension of the Revolving Commitment Termination Date, that constitutes an Event of Default or an Unmatured Default.

SECTION 3.04. Reliance on Certificates. The Lenders, the LC Issuing Bank and the Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Agent may receive a replacement certificate, in form acceptable to the Agent, from an officer of such Person identified to the Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a) The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not constitute a Material Adverse Change).

(b) The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter or by-laws, (ii) any law, or (iii) any legal or contractual restriction binding on or affecting the Borrower (including, without limitation, the PSC Order); and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties.

(c) No Governmental Approval is required in connection with the execution, delivery or performance by the Borrower of any Loan Document to which the Borrower is a party, except for the following (which has been duly filed or obtained and is final and in full force and effect): the PSC Order.

(d) This Agreement is, and each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought.

(e) Since December 31, 2002, there has been no Material Adverse Change.

(f) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2002, and the related audited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 2003, and the related unaudited consolidated statements of income for the six-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the six months ended June 30, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance, in all material respects, with GAAP.

(g) Except as disclosed in the Parent’s Report on Form 10-K for the year ended December 31, 2002 and Report on Form 10-Q for the period ended June 30, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to constitute a Material Adverse Change and since December 31, 2002 there have been no material adverse developments in any action or proceeding so disclosed.

(h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower. No “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan.

(i) The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith an assertion of liability based on such returns, has provided adequate reserves for payment thereof in accordance with GAAP.

(j) The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(k) Neither the Borrower nor any Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets (as determined by any reasonable method) of the Borrower and its Subsidiaries on a consolidated basis.

(l) As of the date hereof, the Borrower is not a “holding company” within the meaning of PUHCA.

ARTICLE V
COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

(a) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental charges, royalties or levies imposed upon it or upon its property except, in the case of taxes, to the extent the Borrower or such Subsidiary is contesting the same in good faith and by appropriate proceedings and has set aside adequate reserves for the payment thereof in accordance with GAAP.

(b) Maintenance of Insurance. Maintain, or cause to be maintained, insurance or other risk management program covering the Borrower and each of its Subsidiaries and their respective properties in effect at all times in such amounts and covering such risks and using such means as are usual and customary for companies of a similar size (based on the aggregate book value of the Parent’s assets, as determined on a consolidated basis in accordance with GAAP), engaged in similar businesses and owning similar properties, either with reputable insurance companies or, in whole or in part, by establishing reserves of one or more insurance funds or other risk management mechanisms, either alone or with other corporations or associations.

(c) Preservation of Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, material rights (statutory and otherwise) and franchises; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to preserve and maintain any such right or franchise, and no such Subsidiary shall be required to preserve and maintain its corporate existence, unless the failure to do so would constitute a Material Adverse Change.

(d) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, including without limitation any such laws, rules, regulations and orders relating to zoning, environmental protection, use and disposal of Hazardous Substances, land use, ERISA, construction and building restrictions, and employee safety and health matters relating to business operations, the non-compliance with which would constitute a Material Adverse Change.

(e) Inspection Rights. At the reasonable expense of the Borrower, at any time and from time to time, upon reasonable notice, permit or arrange for the Agent, the LC Issuing Bank, the Lenders and their respective agents and representatives to examine and make copies of and abstracts from the records and books of account of, and the properties of, the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower and its Subsidiaries and their respective officers, directors and accountants.

(f) Keeping of Books. Keep, and cause its Subsidiaries to keep, proper records and books of account, in which full and correct entries shall be made of all financial transactions of the Borrower and its Subsidiaries and the assets and business of the Borrower and its Subsidiaries, in accordance with GAAP.

(g) Maintenance of Properties, Etc. Maintain, and cause each of its Subsidiaries to maintain, good and marketable title to, and preserve, maintain, develop, and operate in substantial conformity with all laws and material contractual obligations, all of its properties which are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not constitute a Material Adverse Change.

(h) Reporting Requirements. Furnish to each Lender:

(i)   as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;

(ii)   as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

(iii)   as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;

(iv)   concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above (each a “Report”), a certificate signed by the principal executive officer and the principal financial officer of the Borrower(each, a “Certifying Officer”) certifying that (i) each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer’s knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer’s knowledge, the financial statements, and other financial information included in the Report, fairly represent in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of, and for, the period presented in the Report; (iv) such Certifying Officer and the other Certifying Officer (A) are responsible for establishing and maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Borrower and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Borrower (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Borrower to record, process, summarize, and report financial data and have identified for the Borrower’s auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Borrower; and (vi) such Certifying Officer and the other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the Certifying Officers shall (i) certify as to whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) set forth in reasonable detail calculations demonstrating compliance with Section 5.02(i) and (iii) state whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(v)   as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;

(vi)   promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(vii)   promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;

(viii)   promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.04(c);

(ix)   promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and

(x)   promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or any Lender through the Agent may from time to time reasonably request.

(i) Use of Proceeds. Use the proceeds of the Advances hereunder solely for the Borrower’s general corporate purposes (including supporting commercial paper issued by the Borrower) and in compliance with the PSC Order, and not to finance any Hostile Acquisition.

(j) Further Assurances. At the expense of the Borrower, promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Majority Lenders through the Agent may reasonably request to enable the Lenders, the LC Issuing Bank and the Agent to enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under any other Loan Document. In addition, the Borrower will use all reasonable efforts to duly obtain Governmental Approvals required in connection with the Loan Documents from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such Governmental Approvals in full force and effect.

SECTION 5.02. Negative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will not, without the written consent of the Majority Lenders:

(a) Liens, Etc. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:

(i)   Liens for taxes, assessments or governmental charges or levies to the extent not past due;

(ii)   Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $1,000,000 shall be fully bonded within 90 days after the imposition of such Lien;

(iii)   pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;

(iv)   (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(v)   Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Borrower’s use of its properties;

(vi)   attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;

(vii)   Liens securing Debt permitted by Section 5.02(b)(i)(B) and (C);

(viii)   Liens incurred in connection with sales of assets permitted under Section 5.02(f)(vii);

(ix)   Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries (A) securing the payment obligations of the Borrower or any of its Subsidiaries under contracts (other than contracts for borrowed money) or (B) posted as cash collateral in connection with Non-Recourse Debt, in an aggregate principal amount not to exceed $50,000,000; and

(x)   other Liens set forth in Schedule II hereto, and any extensions or renewals of any such Liens upon or in the same property theretofore subject thereto.

(b) Debt. (i)  Create, incur, assume, or suffer to exist any Debt other than:

(A)   Debt hereunder and under the other Loan Documents;

(B)   Debt issued pursuant to the Indentures; and

(C)   other Debt of the Borrower that is pari passu with, or subordinate to, the Debt hereunder or secured by a Lien permitted under Section 5.02(a);

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (B) or (C) of this paragraph (i), the Borrower shall be in compliance with the covenant set forth in Section 5.02(i).

(ii)   Permit any of its Subsidiaries to create, incur, assume, or suffer to exist any Debt other than:

(A)   Debt of any Person acquired by the Borrower or any such Subsidiary (whether by merger, stock or asset purchase, or otherwise) that was in effect and outstanding at the time of acquisition;

(B)   Debt owing by any such Subsidiary to the Borrower or to any other such Subsidiary;

(C)   Debt of such Subsidiaries under working capital lines and with respect to Capitalized Lease Obligations not to exceed $5,000,000 in the aggregate at any one time outstanding (such dollar limitation to apply to the Debt of any Persons acquired by and merged into any such Subsidiary to the extent of any surviving working capital lines and Capitalized Lease Obligations of any such Person that shall survive such acquisition and merger);

(D)   Debt secured by Liens permitted by Section 5.02(a)(iv); and

(E)   other Debt set forth in Schedule III hereto;

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (A), (B), (C), (D) or (E) of this paragraph (ii), the Borrower shall be in compliance with the covenant set forth in Section 5.02(i).

(c) Compliance with ERISA. (i) Permit to exist any “accumulated funding deficiency” (as defined in Section 412(a) of the Internal Revenue Code of 1986, as amended from time to time) (unless such deficiency exists with respect to a Multiple Employer Plan or Multiemployer Plan and the Borrower has no control over the reduction or elimination of such deficiency), (ii) terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Plan of the Borrower or such ERISA Affiliate so as to result in any material (in the opinion of the Majority Lenders) liability of the Borrower to the PBGC, or (iii) permit to exist any occurrence of any Reportable Event (as defined in Title IV of ERISA), or any other event or condition, which presents a material (in the opinion of the Majority Lenders) risk of such a termination by the PBGC of any Plan of the Borrower or such ERISA Affiliate and such a material liability to the Borrower.

(d) Transactions with Affiliates. Enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Borrower, unless such transaction is on terms no less favorable to the Borrower or such Subsidiary, as the case may be, than if the transaction had been negotiated in good faith on an arm’s length basis with a Person that was not an Affiliate of the Borrower, or such transaction has been approved by (i) the Securities and Exchange Commission pursuant to PUHCA; or (ii) the Public Service Commission of Wisconsin pursuant to the Wisconsin statutes.

(e) Mergers, Etc.

(i) merge with or into or consolidate with or into any other Person, except the Borrower may merge with or into or consolidate with or into any of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (B) the Borrower is the surviving corporation and (C) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction; or

(ii) permit any of its Subsidiaries to merge with or into or consolidate with or into any other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (A) the surviving corporation is a Subsidiary of the Borrower, (B) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default and (C) the Borrower or any of its Subsidiaries shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction.

(f) Sales, Etc., of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Sections 2.05, 2.11 and 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) sale or capital contribution of nuclear generation assets to Nuclear Management Company LLC and (vii) sales of contracts and accounts receivable of the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Ciesco, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.; provided in each case that no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.

(g) Maintenance of Ownership of Significant Subsidiaries. Sell, assign, transfer, pledge or otherwise dispose of any Equity Interests of any of its Significant Subsidiaries or any warrants, rights or options to acquire such Equity Interests, or permit any of its Significant Subsidiaries to issue, sell or otherwise dispose of any shares of its Equity Interests or the Equity Interests of any other of its Subsidiaries or any warrants, rights or options to acquire such capital stock, except (and only to the extent) as may be necessary to give effect to a transaction permitted by subsection (e), above.

(h) Restrictive Agreements. Directly or indirectly, enter into, incur or permit to exist, or permit, directly or indirectly, any of its Significant Subsidiaries to enter into, incur or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Significant Subsidiary to declare or pay dividends or other distributions to the Parent, the Borrower or any other Significant Subsidiary; provided that the foregoing limitations do not apply to (i) financial covenants that require the maintenance of a minimum net worth or compliance with financial tests as conditions to the ability to pay dividends or make other distributions with respect to capital stock or otherwise; (ii) restrictions that arise only if dividends on preferred stock have not been paid; and (iii) limitations or restrictions imposed by law or in regulatory proceedings.

(i) Capitalization Ratio. Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .58 to 1.00.

(j) Synthetic Lease Restrictions. Enter into or permit any Subsidiary to enter into a synthetic lease transaction.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events (each an “Event of Default”) shall occur and be continuing after the applicable grace period and notice requirement (if any):

(a) The Borrower shall fail to pay any principal of any Borrowing or any reimbursement obligation in respect of a Letter of Credit when the same becomes due and payable; or

(b) The Borrower shall fail to pay any interest on any Borrowing or any other amount due under this Agreement for two days after the same becomes due; or

(c) Any representation or warranty made by or on behalf of the Borrower in any Loan Document or in any certificate or other writing delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made; or

(d) The Borrower shall fail to perform or observe any term or covenant on its part to be performed or observed contained in Section 5.01(c), 5.01(h)(i) or 5.02 (other than subsections (c) and (d) thereof); or

(e) The Borrower shall fail to perform or observe any other term or covenant on its part to be performed or observed contained in this Agreement or in any other Loan Document, and any such failure shall remain unremedied, after the earlier of (i) actual knowledge by the Borrower thereof, and (ii) written notice thereof shall have been given to the Borrower by the Agent, for a period of 30 days; or

(f) The Borrower or any of its Subsidiaries shall fail to pay any of its Debt, including any interest or premium thereon (but excluding Debt hereunder), aggregating $25,000,000 or more when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in any agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof as a result of a default or other similar adverse event; or

(g) The Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of a proceeding instituted against the Borrower or any of its Subsidiaries, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including without limitation the entry of an order for relief against the Borrower or any of its Subsidiaries or the appointment of a receiver, trustee, custodian or other similar official for the Borrower or such Subsidiary or any of its property) shall occur; or the Borrower shall take any corporate or other action to authorize any of the actions set forth above in this subsection (g); or

(h) Any judgment or order for the payment of money equal to or in excess of $25,000,000 shall be rendered against the Borrower or any of its Subsidiaries or their respective properties and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) Any material provision of any Loan Document to which the Borrower is a party shall for any reason cease to be valid and binding on the Borrower or the Borrower shall so assert in writing; or

(j) Any Governmental Approval required in connection with the execution, delivery and performance of the Loan Documents shall be rescinded, revoked, otherwise terminated, or amended or modified in any manner that is materially adverse to the interests of the Lenders, the LC Issuing Bank and the Agent; or

(k) Any ERISA Event shall have occurred with respect to a Plan that could reasonably be expected to result in a material liability to the Borrower, and, 30 days after notice thereof shall have been given to the Borrower by the Agent, the LC Issuing Bank or any Lender, such ERISA Event shall still exist; or

(l) The Parent shall cease to own 100% of the common equity interests of the Borrower or shall cease to have the power (whether or not exercised) to elect a majority of the Borrower’s directors.

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the holders of greater than 50% of the principal amount of the Advances then outstanding or, if no Advances are then outstanding, Lenders having greater than 50% of the Commitments, by notice to the Borrower, declare the obligation of each Lender to make Advances and the obligation of the LC Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the holders of greater than 50% in principal amount of the Advances then outstanding or, if no Advances are then outstanding, Lenders having greater than 50% of the Commitments, by notice to the Borrower, declare the Advances (if any), all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of the LC Issuing Bank to issue Letters of Credit, the Commitments and the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

SECTION 6.02.     Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Agent pursuant to this Article VI shall affect (i) the obligation of the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Agent shall at the request, or may with the consent, of the Majority Lenders, upon notice to the Borrower, require the Borrower to deposit with the Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Bank One for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the Obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII
THE AGENT

SECTION 7.01.     Authorization and Action. Each of the LC Issuing Bank and each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the Borrowings), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes (if any); provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Bank One accords credit facilities similar to the credit facility hereunder for which it is the sole lender.

SECTION 7.02.     Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Loan Document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03.     Bank One and Affiliates. With respect to its Commitment and the Advances made by it, Bank One shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” and “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Bank One in its individual capacity. Bank One and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Bank One were not the Agent and without any duty to account therefor to the Lenders.

SECTION 7.04.     Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01(f) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05.     Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to (i) on or before the Termination Date, the respective Percentages of the Lenders, or (ii) after the Termination Date, the respective outstanding principal amounts of the Advances, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

SECTION 7.06.     Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Borrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive, modify or eliminate any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase or extend the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.01, or (g) release any collateral for the obligations of the Borrower hereunder; and provided, further, that no amendment, waiver or consent shall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action; and provided, further that this Agreement may be amended and restated without the consent of any Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be.

SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 4902 North Biltmore Lane, Madison, Wisconsin 53718-2132 Attn: Treasurer, or P.O. Box 77007, Madison, Wisconsin 53707-1007 Attn: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Lender Assignment pursuant to which it became a Lender; and if to the Agent, at its address at 1 Bank One Plaza, Chicago, Illinois 60670, Attention: Robert G. Bussa; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective five days after being deposited in the mails, or when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to Article II or VII shall not be effective until received by the Agent.

SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender, the LC Issuing Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs, Expenses, Taxes and Indemnification.

(a) The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to the administration of, and advising the Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Agent, the LC Issuing Bank and each Lender), in connection with the enforcement and workout (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to save the Agent, the LC Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

(b) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance as a result of a payment or Conversion pursuant to Section 2.09(f), 2.10, 2.11 or 2.13 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or the LC Issuing Bank, as the case may be, any amounts required to compensate such Lender or the LC Issuing Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

(c) The Borrower hereby agrees to indemnify and hold each Lender, the Agent, the LC Issuing Bank and their respective officers, directors, employees, professional advisors and affiliates (each, an “Indemnified Person”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which any of them may incur or which may be claimed against any of them by any Person (except for such claims, damages, losses, liabilities, costs and expenses resulting from such Indemnified Person’s gross negligence or willful misconduct):

(i) by reason of or resulting from the execution, delivery or performance of any of the Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit ;

(ii) in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of any of the Loan Documents; or

(iii) in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place.

(d) The Borrower’s obligations under this Section 8.04 shall survive the repayment of all amounts owing to the Lenders hereunder and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

SECTION 8.05. Right of Set-off.

(a) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.01 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section 6.01, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Lender shall have made any demand under such Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

(b) The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided further that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

SECTION 8.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified in writing by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent, the LC Issuing Bank and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07. Assignments and Participations.

(a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (which may not be unreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender from its obligations hereunder.

(b) By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 4.01(f) hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes (if any) subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit 8.07 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(e) Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note (if any) for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 8.08, to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.

(g) If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section 2.08 or 2.12, (ii) give notice to the Agent pursuant to Section 2.13 or (iii) determine not to extend the Revolving Commitment Termination Date in response to any request by the Borrower pursuant to Section 2.18, then (A) in the case of any demand made under clause (i) above, or the occurrence of the event described in clause (ii) above, within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), and (B) in the case of the occurrence of the event described in clause (iii) above, at any time prior to the then-scheduled Revolving Commitment Termination Date, the Borrower may, with the approval of the Agent and the LC Issuing Bank (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender’s Commitment and the Advances owing to it within the period ending on the latest to occur of (x) the last day in the period described in clause (A) or (B) above, as applicable, and (y) the last day of the longest of the then current Interest Periods for such Advances. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender’s Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower’s right to demand such assignment), or otherwise.

(h) Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(i) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Agent, the LC Issuing Bank and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.12 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the LC Issuing Bank, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the LC Issuing Bank, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

SECTION     8.08.Confidentiality. In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agent, the LC Issuing Bank and the Lenders (each, a “Recipient”) written information which is identified to the Recipient in writing, when delivered, as confidential (such information, other than any such information which (i) as publicly available, or otherwise known to the Recipient, at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient will maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to freely exchange such Confidential Information with its Affiliates or with current or prospective participants in or assignees of, or any current or prospective counterparty (or its advisors) to any swap, securitization or derivative transaction relating to, the Recipient’s position herein, but the Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such Affiliate’s or prospective participant’s or assignee’s or counterparty’s entering into an understanding as to confidentiality similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required (i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities, (ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation, (iii) otherwise as required by law, or (iv) in order to protect its interests or its rights or remedies hereunder or under the other Loan Documents; in the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

        Notwithstanding anything herein to the contrary, the Agent, the LC Issuing Bank or any Lender (and each officer, director, employee, agent and advisor of such Person) may disclose to any and all other Persons, without limitation of any kind, the “tax treatment” and “tax structure” (in each case within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Person relating to such “tax treatment” and “tax structure”. For the avoidance of doubt, no disclosure to any Person is permitted to the extent such exposure does not relate to such “tax treatment” or “tax structure”. The foregoing is intended to comply with the presumption set forth in Treasury Regulation Section 1.6011-4(b)(3)(iii) and should be interpreted in a manner consistent with such regulation.

SECTION 8.09.     WAIVER OF JURY TRIAL. THE AGENT, THE LC ISSUING BANK, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, THE LC ISSUING BANK, SUCH LENDERS OR THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT, THE LC ISSUING BANK AND THE LENDERS ENTERING INTO THIS AGREEMENT.

SECTION 8.10.     Governing Law. This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York. The Borrower, each Lender, the LC Issuing Bank and the Agent (i) irrevocably submits to the non-exclusive jurisdiction of any New York State court or Federal court sitting in New York City in any action arising out of any Loan Document, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum and (iv) consents to the service of process by mail, provided that a copy shall be promptly sent by overnight courier to Foley & Lardner, Firstar Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367, Attention: Emory Ireland, Esq. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

SECTION 8.11.     Relation of the Parties; No Beneficiary. No term, provision or requirement, whether express or implied, of any Loan Document, or actions taken or to be taken by any party thereunder, shall be construed to create a partnership, association, or joint venture between such parties or any of them. No term or provision of the Loan Documents shall be construed to confer a benefit upon, or grant a right or privilege to, any Person other than the parties thereto.

SECTION 8.12.     Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 8.13.     Entire Agreement. This Agreement, together with any Note, the Administrative Agency Fee Letter, the Arranger Fee Letter and any other agreements, instruments and other documents required to be executed and delivered in connection herewith, represents the entire agreement of the parties hereto and supersedes all prior agreements and understandings of the parties with respect to the subject matter covered hereby.

S-1

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WISCONSIN POWER AND LIGHT COMPANY

By_____________________________________

   Name:

   Title:

BANK ONE, NA, as Agent, as LC Issuing Bank and as Lender

By_____________________________________

   Name:

   Title:

S-2

WACHOVIA BANK, NATIONAL ASSOCIATION

By_____________________________________

   Name:

   Title:

SCHEDULE I

WISCONSIN POWER AND LIGHT COMPANY
364-Day Credit Agreement, dated as of September 30, 2003,
among Wisconsin Power and Light Company, as Borrower, the Banks
named therein and Bank One, NA, as Administrative Agent and LC Issuing Bank

Name of Lender	Commitment	Domestic Lending Office	Eurodollar Lending Office
Bank One, NA	$15,550,000	1 Bank One Plaza, Suite 0363	Same as Domestic Lending
		Chicago, Illinois 60670-0363	Office
		Attention: Robert G. Bussa
Wachovia Bank, National	$15,550,000	201 S. College St.	Same as Domestic Lending
Association		DC-05	Office
		NC-0760
		Attention: Cynthia Rawson
		Tel: 704-374-4425
		Fax: 704-715-0097
		Email: Cynthia.rawson@wachovia.com
ABN Amro Bank N.V.	$14,600,000	208 S. La Salle St.	Same as Domestic Lending
		Suite 1500	Office
		Chicago, IL 60604-1003
		Attention: Loan Administration
		Tel: 312-992-5150
		Fax: 312-992-5155
		Email: cpu.team.b@abnamro.com
Australia And New Zealand	$7,700,000	1177 Avenue of the Americas	Same as Domestic Lending
Banking Group Limited		6th Floor	Office
		New York, NY 10036
		Attention: Tessie Amante
		Tel: 212-801-9744
		Fax: 212-536-9244
		Email: tamante@anz.com
Bank of America, N.A.	$14,600,000	901 Main St.	Same as Domestic Lending
		TX1-492-14-05	Office
		Dallas, TX 75202
		Attention: Eldred Sholars
		Tel: 214-209-4111
		Fax: 214-290-9422
		Email:
		eldred.sholars@bankofamerica.com
The Bank of	$13,800,000	Harborside Financial Center	Same as Domestic Lending
Tokyo-Mitsubishi, Ltd.		500 Plaza 3	Office
Chicago Branch		Jersey City, NJ 07311
		Attention: Jimmy Yu
		Tel: 201-413-8566
		Fax: 201-521-2335
		Email: jyu@btmna.com
Barclays Bank PLC	$14,600,000	222 Broadway	Same as Domestic Lending
		New York, NY 10038	Office
		Attention: Michele Fuimo, GSU
		Tel: 212-412-3717
		Fax: 212-412-5305
		Email: Michele.fuimo@barcap.com
Citibank N.A.	$7,700,000	Two Penn's Way	Same as Domestic Lending
		Suite 200	Office
		New Castle, DE 19720
		Attention: Karen Riley
		Tel: 302-894-6084
		Fax: 302-894-6120
		Email: Karen.riley@citigroup.com
Cobank, ACB	$7,700,000	5500 S. Quebec St.	Same as Domestic Lending
		Greenwood Village, CO 80111	Office
		Attention: Deann Sullivan
		Tel: 303-740-4315
		Fax: 303-740-4021
		Email: fulfillment@cobank.com
Fleet National Bank	$11,100,000	100 Federal Street	Same as Domestic Lending
		MA DE 10009H	Office
		Boston, MA 02110
		Attention: Jesse Philips
		Tel: 617-434-3571
		Fax: 617-434-0201
		Email: jesse_m_philips@fleet.com
KBC Bank N.V.	$7,700,000	125 W. 55th St.	Same as Domestic Lending
		New York, NY 10019	Office
		Attention: Robert Pacifici/Loan
		Administration
		Tel: 212-541-0671
		Fax: 212-956-5581
		Email:
KeyBank National	$13,800,000	127 Public Square	Same as Domestic Lending
Association		OH-01-27-0611	Office
		Cleveland, OH 44114
		Attention: Carrie Kielski
		Tel: 216-689-4013
		Fax: 216-689-4981
		Email: Carolyn_zielski@keybank.com
Lehman Brothers Bank, FSB	$11,100,000	745 7th Avenue	Same as Domestic Lending
		16th Floor	Office
		New York, NY 10019
		Attention: Michael Herr
		Tel: 212-526-6560
		Fax: 212-520-0450
		Email: mherr@lehman.com
Merrill Lynch Bank USA	$11,100,000	15 W. South Temple	Same as Domestic Lending
		Suite 300	Office
		Salt Lake City, UT 84101
		Attention: Julie Young
		Tel: 801-526-8331
		Fax: 801-359-4667
		Email: Julie_young@ml.com
Mizuho Corporate Bank, Ltd.	$7,700,000	1800 Plaza Ten	Same as Domestic Lending
		Jersey City, NJ 07311	Office
		Attention: Pamela Chen
		Tel: 201-626-9302
		Fax: 201-626-9942
		Email: Pamela.chen@mizuhocbus.com
National Australia Bank	$11,100,000	200 Park Avenue	Same as Domestic Lending
		34th Floor	Office
		New York, NY 10166
		Attention: Mike Lorusso
		Tel: 212-916-9602
		Fax: 212-983-7360
		Email:
Wells Fargo Bank, N.A.	$14,600,000	201 Third St.	Same as Domestic Lending
		MAC 0187-081	Office
		San Francisco, CA 94103
		Attention: Ginnie Padgett
		Tel: 415-477-5374
		Fax: 415-979-0675
		Email:
TOTAL	$200,000,000

SCHEDULE II

EXISTING LIENS

Liens in favor of wholly owned Subsidiaries

SCHEDULE III

EXISTING DEBT

Debt incurred in connection with sales transactions referred to in Section 5.02(f)(viii) of the Agreement.

EX-10

Exhibit 10.5

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
[Applicable to Chairman, President, CEO and EVP Pre 1-1-02]

        This Supplemental Retirement Plan (“SRP”) Agreement is made this ____ day of ____________, 2003, by and between [insert name] (the “Officer”) and Alliant 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 of senior executive personnel, including the Officer, to ensure the overall effectiveness of the Company’s executive compensation program and that the Company will be able to attract, 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 or similar 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 replace the Prior Agreements, effective as of the date of this Agreement, and the parties shall thereafter 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 an agreement which is binding on the Company and which takes effect in the event of a change in control, such agreement shall supersede and control over the provisions of this Agreement in the event of any conflict between the two.

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

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

ARTICLE II
DEFINITIONS

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

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

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

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

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

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

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

        2.8 Final Average Earnings means the Officer’s average monthly Earnings for the three consecutive calendar years out of the Officer’s last ten calendar years of employment with the Company that yields the highest average.

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

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

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

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

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

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

ARTICLE III
NORMAL RETIREMENT BENEFIT

      3.1 Supplemental 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:

(i)        the monthly benefit payable to the Officer from the qualified Pension Plan;
plus
(ii) the monthly benefit payable to the Officer from the nonqualified Pension Plan;
plus
(iii) the monthly amount of the Officer’s Prior Employer Benefit.

The Supplemental Benefit shall be paid in (A) equal monthly installments, commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee and continuing for the lifetime of the Officer, (B) a single lump sum, or (C) an annual installment option with installment payments for up to a maximum of ten years. The Officer must indicate the desired form of payment by submitting a distribution election form to the Company at least 12 months before his or her retirement date (the most recent election on file 12 months prior to the retirement date being the “Valid Election”). As a transition exception, an election filed by August 31, 2003 will be a Valid Election with respect to a retirement date on or after January 1, 2004. If no Valid Election is on file, the default election is the monthly installment option described in (A) above.

If the Officer elects an annual installment option as described in (C) above, the lump sum value determined under (B) above will be the initial account used to determine annual installment payments. This initial account will be credited interest in accordance with the Alliant Energy Key Employee Deferred Compensation Plan’s (“KEDCP”) Interest Account crediting rates and administrative procedures. The lump sum payment or the first annual installment payment shall be made within 60 days after the Officer’s retirement or within 60 days after the last day of the calendar year in which the Officer retires, as elected by the Officer in the Valid Election. Each annual installment after the first shall be paid within 31 days after the last day of the calendar year in which the previous installment was paid.

    (b)        For the purposes of Subparagraph (a), the amount of the Officer’s monthly benefit from the Pension Plan shall be determined as follows:

    (i)        If the Officer receives a joint and survivor annuity from the Pension Plan and the Officer’s Surviving Spouse is the joint annuitant, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such joint and survivor annuity.

    (ii)        If the Officer receives a single life annuity from the Pension Plan, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such single life annuity.

    (iii)        If the Officer receives any other form of payment from the Pension Plan, such other form of payment shall be converted to an actuarially equivalent single life annuity, using the actuarial assumptions then in use for such purpose under the Pension Plan, and the Officer’s monthly benefit from the Pension Plan shall be the monthly amount that would be payable to the Officer under such single life annuity.

    (iv)        If a portion of the Officer’s benefits under the Pension Plan has been awarded to an Alternate Payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, the Officer’s monthly benefit from the Pension Plan shall be deemed to be the amount that would have been payable to the Officer if no such order had been entered.

    (v)        The Officer’s monthly benefit from the Pension Plan shall be determined as though it had commenced on the same date as the Officer’s Supplemental Benefit, regardless of when the Officer’s Pension Plan benefit actually commences.

    (vi)        Any increase in the monthly amount of the Officer’s Pension Plan benefit adopted after the initial calculation of benefits hereunder shall correspondingly reduce the monthly amount of the Officer’s Supplemental Benefit pursuant to Paragraph 3.1(a)(A) unless the Board of Directors provides by resolution that the Supplemental Benefit shall not be so reduced. No adjustments shall be made to the lump sum benefit or the installment benefits pursuant to Paragraph 3.1(a)(B) or (C).

    (c)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Supplemental Benefit, in the sole and absolute discretion of the Board of Directors.

    (d)        The lump sum payment amount provided under Paragraph 3.1(a) shall be determined by converting the monthly installment benefit described in Paragraph 3.1(a) into an actuarially equivalent lump-sum value, using the SRP lump-sum discount rate, which will be based on the lessor of (i) the 12-month average of 10-year Treasury Yields (meaning Federal Reserve U.S. Treasury ten-year actively traded securities) in effect as of the beginning of the calendar year in which the lump sum benefit is paid or (ii) the FAS interest rate in effect as of the beginning of the calendar year in which the lump sum benefit is paid. The Board of Directors, however, reserves the right to modify the discount rate for eligible executives at its discretion, provided that the Board shall give 12 months’ notice before increasing the discount rate (thereby giving Officers the opportunity to make new distribution elections should they so choose). The mortality table shall be the same table as then in use for determining lump sums under the Alliant Energy Cash Balance Pension Plan.

      3.2 Officer’s Death After Retirement.

    (a)        If the Officer dies after receiving at least 144 monthly Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A), the Officer’s Supplemental Benefit shall terminate upon the Officer’s death (with the full monthly payment being made for the month in which such death occurs), and the Company shall have no further obligation to make any payments under this Paragraph.

    (b)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A) but prior to receiving 144 monthly payments, the Officer’s Surviving Spouse (if any) shall continue to receive the amount of the monthly payments paid to the Officer for the month prior to death until the date on which the Officer and such Surviving Spouse have received a total of 144 monthly payments. If both the Officer and the Officer’s Surviving Spouse die before they have received a total of 144 monthly payments, the amount of the monthly payments paid to the Officer for the month prior to death shall continue to be paid to the Officer’s Dependent Children until a total of 144 monthly Supplemental Benefit payments have been made to the Officer, the Officer’s Surviving Spouse, and the Officer’s Dependent Children. If a payment to Dependent Children is due on a date when there is more than one Dependent Child, such payment shall be equally divided among those persons who qualify as Dependent Children on the date the payment is due. Payments under this Paragraph 3.2(b) shall be made only to the Officer’s Surviving Spouse and Dependent Children. If the Officer is deceased and there are no individuals who qualify as the Officer’s Surviving Spouse or Dependent Children on the date a payment is due, the Company shall have no further obligation to make payments.

    (c)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(C) but prior to receiving the elected number of installment payments, the Officer’s Beneficiary shall continue to receive the unpaid installment payments which the Officer would have received if the Officer had not died.

    (d)        If the Officer retires from the Company eligible for a Supplemental Benefit pursuant to Paragraph 3.1 but dies prior to the commencement of such benefits, the benefits shall be paid in the form that would have been applicable for the Officer, pursuant to Paragraph 3.2(b) if monthly installments under Paragraph 3.1(a)(A), pursuant to Paragraph 3.2(c) if annual installments under Paragraph 3.1(a)(C), or to the Beneficiary if a lump sum under Paragraph 3.1(a)(B).

ARTICLE IV
EARLY RETIREMENT BENEFIT

        4.1 Supplemental Benefit. If the Officer retires at or after age 55 but prior to his or her Normal Retirement Date with ten or more years of Continuous Employment, the Officer shall receive the Supplemental Benefit described in Article III commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee. If the Officer’s Supplemental Benefit begins prior to age 62, the monthly amount shall be reduced by one-quarter of one percent (.25%) for each month by which the date on which the Officer retires precedes his or her Normal Retirement Date; provided, however, that there shall be no reduction if the Officer has been an Eligible Officer for ten or more years after April 21, 1998. The reduction factors will be applied to the Officer’s Supplemental Benefit prior to any offsets described in Paragraphs 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii).

        4.2 Payment of Benefit. The amount payable under this Article IV shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III.

ARTICLE V
DISABILITY BENEFIT

        5.1 Supplemental Benefit. If the Officer becomes Disabled prior to his or her termination of employment with the Company and continues to be Disabled until he or she would have been entitled to a Supplemental Benefit under Articles III or IV, the Officer shall be eligible to receive a Supplemental Benefit commencing on the first day of the month following the date on which the Officer ceases to be entitled to disability benefits under the Company’s long-term disability plan (such date hereinafter referred to as the “Cessation Date”). The amount payable under this Article V shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III (if the Cessation Date occurs on or after the Officer’s Normal Retirement Date) or in Article IV (if the Cessation Date occurs prior to the Officer’s Normal Retirement Date but after the Officer’s eligibility for a Supplemental Benefit under Article IV).

        5.2 Cessation of Disability. If the Officer becomes Disabled while employed as an Eligible Officer, but the Cessation Date occurs prior to the date on which he or she would have been entitled to a Supplemental Benefit under Paragraph 5.1, the period during which the Officer was Disabled shall be included in the Officer’s period of Continuous Employment if (and only if):

    (a)        the Officer resumes full-time employment with the Company as an Eligible Officer within 30 days after the Cessation Date; and

    (b)        the Officer continues in such employment until he or she becomes entitled to a Supplemental Benefit under Articles III or IV.

ARTICLE VI
CERTAIN DEATH BENEFITS

      6.1 Pre-retirement Death Benefit.

    (a)        If the Officer dies prior to termination of his or her employment with the Company, a death benefit shall be payable equal to 60% of the Officer’s Final Average Earnings, reduced by the sum of:

    (i)        the monthly benefit that would have been payable to the Officer from the qualified Pension Plan had he retired on the day preceding his death;

         plus

    (ii)        the monthly benefit that would have been payable to the Officer from the nonqualified Pension Plan had he retired on the day preceding his death;

         plus

    (iii)        the monthly amount of the Officer’s Prior Employer Benefit.

The death benefit payable under this Article VI shall be paid in the form determined by the most recent election by the Officer pursuant to Paragraph 3.1(a) at least 12 months before the Officer’s death; provided that such 12-month requirement shall not invalidate an election filed by August 31, 2003 with respect to the death of the Officer on or after January 1, 2004. Benefits shall commence within 60 days after the Officer’s death and shall be subject to the same conditions and limitations as the applicable payment method described in Paragraph 3.2 in (A) equal monthly installments ending when 144 monthly payments have been made to the Officer’s Surviving Spouse, (B) a single lump sum payment calculated pursuant to Paragraph 3.1(d) or (C) annual installments for a period up to ten years.

    (b)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Surviving Spouse’s death benefit, in the sole and absolute discretion of the Board of Directors.

      6.2 Post-retirement Death Benefit.

    (a)        If the Officer dies subsequent to the commencement of Supplemental Benefit payments under Articles III, IV or V, the Company shall pay a death benefit to the Beneficiary. Such benefit shall be in addition to the benefits paid under Articles III, IV or V; however, no death benefit shall be payable under this Paragraph if the Officer’s death causes a beneficiary or the estate of the Officer to receive a death benefit under the disability premium waiver provision of the Company’s group life insurance plan, or if the Officer dies before retirement.

    (b)        The death benefit payable pursuant to this Paragraph shall be an amount equal to 100% of the Officer’s Final Average Earnings. The death benefit payable under this Paragraph shall be paid in a single sum, within 30 days after the date the Beneficiary has been identified.

ARTICLE VII
TERMINATION OF EMPLOYMENT OR LOSS OF POSITION

        7.1 Termination of Employment. If the Officer is discharged by the Company for any reason, or if the Officer’s employment with the Company terminates prior to the date the Officer becomes entitled to a Supplemental Benefit under Articles III or IV for any reason other than the Officer’s death or disability, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement.

        7.2 Loss of Position as Officer. The Officer shall be eligible for benefits under this Agreement only while holding the position of an Eligible Officer. Except as otherwise provided in Article V (relating to Disability), if the Officer ceases to hold such a position prior to the Officer’s termination of employment, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement unless the Officer retires under Article III or IV within 30 days after the loss of such position.

ARTICLE VIII
FUNDING

        8.1 Unsecured Obligation. The Company’s obligations under this Agreement are an unsecured promise to make benefit payments in the future, and nothing herein shall be construed as giving the Officer or his or her beneficiaries any right, title, interest or claim in or to any specific asset, fund, reserve, account or property owned by the Company, or in which the Company has any right, title or interest, either now or in the future. The rights of the Officer and his or her beneficiaries to receive payments under this Agreement shall be solely those of unsecured general creditors of the Company.

        8.2 “Rabbi” Trust. This Agreement is intended to be unfunded for the purposes of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended. However, nothing in this Agreement shall preclude the Company from establishing a trust (of the type commonly known as a “rabbi trust”) to assist it in meeting its obligations under this Agreement. If a rabbi trust was established with respect to the Officer’s Prior Agreements, this Agreement shall be substituted for the Prior Agreements for all purposes of such trust, and any reference in such trust to the Prior Agreements shall be deemed to be a reference to this Agreement.

ARTICLE IX
ADMINISTRATION

        9.1 Administration and Interpretation. The Board of Directors has sole and exclusive discretion to interpret the provisions of this Agreement, and any such interpretation shall be final and binding upon the Officer unless it is found by a court of competent jurisdiction to have been arbitrary and capricious. The Board of Directors may adopt such rules and regulations relating to the administration of this Agreement as it may deem necessary or advisable.

        9.2 Claims Procedure. If the Officer or the Officer’s beneficiary (hereinafter referred to as a “Claimant”) is denied any benefit under this Agreement, he or she may file a claim with the Board of Directors. The Board of Directors shall notify the Claimant within 90 days of its allowance or denial of the claim, unless the Claimant receives written notice from the Board of Directors prior to the end of such 90 day period that special circumstances require an extension of the time for decision, which extension shall not exceed an additional 90 days. The notice of the Board of Directors’ decision shall be in writing sent by mail to Claimant’s last known address and, if a denial of the claim, shall contain:

    (a)        the specific reasons for the denial;

    (b)        specific references to pertinent provisions of this Agreement on which the denial is based; and

    (c)        if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary and an explanation of the claim review procedure.

      9.3 Review Procedure.

    (a)        A Claimant is entitled to request a review of any denial of his or her claim for a benefit. The request for review must be submitted to the Board of Directors in writing within 60 days of mailing of the notice of the denial. Absent a request for review within the 60-day period, the claim will be deemed to have been conclusively denied.

    (b)        The review shall be conducted by the Board of Directors, which shall afford the Claimant a hearing and the opportunity to review all pertinent documents and submit issues and comments orally and in writing. The Board of Directors shall render a decision within 60 days after receipt of a request for a review; provided, that in special circumstances (such as the necessity of holding a hearing) the Board of Directors may extend the time for decision by not more than 60 days upon written notice to the Claimant. The Claimant shall receive written notice of the Board of Directors’ decision, together with specific reasons for the decision and references to the pertinent provisions of this Agreement, which form the basis for the decision.

ARTICLE X
AMENDMENT AND TERMINATION

        10.1 By the Parties. Except as provided in Paragraph 10.2, this Agreement may not be amended or terminated except by a written instrument signed by both parties.

        10.2 By the Company. At any time prior to the Officer’s termination of employment with a right to receive benefit payments under this Agreement, this Agreement may be terminated or amended by action of the Board of Directors in its sole and absolute discretion, without any notice to or the consent or approval of the Officer; provided, that:

    (a)        this Agreement may not be amended or terminated by the Board of Directors unless a similar amendment or termination is made with respect to all similar agreements between the Company and its Eligible Officers; and

    (b)        this Agreement may not be amended or terminated in a manner that would reduce or impair the Officer’s right to receive payment of his or her Accrued Benefit if the Officer subsequently retires under circumstances that would have entitled the Officer to a benefit if this Agreement had not been amended or terminated. For the purposes of this Subparagraph (b), the Officer’s “Accrued Benefit” is an amount equal to one-fifteenth of the Supplemental Benefit the Officer would have been entitled to receive at retirement if this Agreement had not been amended or terminated, multiplied by the Officer’s years of Continuous Employment (up to a maximum of 15 years) on the date the Agreement is amended or terminated

Subject to the foregoing, the right of the Board of Directors to amend or terminate this Agreement shall include the absolute discretion to make any amendment prospective or retroactive in application.

ARTICLE XI
RESTRICTIVE COVENANTS

        11.1 Restrictions. Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that all payments under this Agreement shall terminate, and that the Company shall have no further obligation under this Agreement, upon any violation of the provisions of Paragraphs 11.2 or 11.3. Payments pursuant to this Agreement are intended to serve as consideration for these restrictions. If the Officer received payments pursuant to Paragraph 3.1(a)(B) or (C) and violates Paragraph 11.2 or 11.3, the Officer shall repay to the Company the portion of the benefits previously received which would have been forfeited if the Officer had received payments pursuant to Paragraph 3.1(a)(A).

        11.2 Covenant Not to Compete. The restrictions of this paragraph apply during the period ending on the second anniversary of the Officer’s termination of employment with the Company and within the geographic area served by any business of the Company in which the Officer was more than indirectly involved on behalf of the Company (for a utility business, its regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over the applicable business) (the “Company’s Operations”). The Officer shall not accept employment with or become a consultant to, any business that is in competition with the Company’s Operations (i) in any capacity where confidential information learned by the Officer during employment with the Company would reasonably be considered useful, or (ii) in any capacity where customer relationships or goodwill developed by the Officer or conferred by the Company on the Officer could reasonably be considered useful. The Officer shall not become a partner or a shareholder in any business that is in competition with the Company’s Operations, although the Officer may hold up to a five percent interest in any company that is traded on the New York Stock Exchange, American Stock Exchange or other national or over-the-counter exchange without violating the provisions of this Paragraph 11.2. The Officer shall terminate any such position within 30 days after notice from the Board of Directors of the violation of this provision. The determination of the Board of Directors as to whether a business is in competition with the Company’s Operations and whether the competition is occurring in the geographic area designated above shall be controlling for purposes of this Agreement.

        11.3 Confidentiality. During the Officer’s employment by the Company and for a period of two years thereafter, the Officer shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Company’s affiliates) under any circumstances where such information or data is likely to be used in the geographic area subject to Paragraph 11.2, except to the extent authorized in writing by the Board of Directors or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Officer of duties as an employee of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Officer shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

        11.4 Reasonableness of Restrictions. The Officer agrees that the restrictions set forth in this Article XI including, but not limited to, the time period and the geographical area of such restrictions are fair and reasonable and are reasonably required for the protection of the interests of the Company and its affiliated companies. In the event that, notwithstanding the foregoing, any of the provisions of this Article XI shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision of this Article XI relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by said court shall become and thereafter be the maximum time period and/or areas.

ARTICLE XII
GENERAL PROVISIONS

        12.1 Assignability of Benefits. Neither the Officer nor his or her beneficiaries shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any right to receive a payment in advance of such payment, and any attempted transfer, assignment, anticipation, mortgage or encumbrance shall be void. No payment shall be subject to seizure for payment of public or private debts, judgments, alimony or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

        12.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, except to the extent the same are superseded by applicable federal law.

        12.3 Tax Withholding. The Company shall withhold all applicable income and other taxes required on all payments under this Agreement.

        12.4 Counterparts. This Agreement may be signed in counterparts, which together shall constitute written evidence of the complete agreement of the parties.

        12.5 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

        IN WITNESS WHEREOF, the parties have hereto set their respective hands on the day and year first above written.

___________________________________

[insert name]

By_________________________________

Alliant Energy Corporation

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
APPENDIX A

Prior Agreements:

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
BENEFICIARY DESIGNATION
APPENDIX B

Officer Name:	___________________________________________________________________
	(Please Print)

In the event of my death, the following person(s) is (are) to receive any benefits payable to my Beneficiary under the Alliant Energy Corporation Supplemental Retirement Agreement.

Note: If more than one primary beneficiary is indicated, the benefits will be split among them equally. If you desire to provide for a distribution of benefits among primary beneficiaries on other than an equal basis, please attach a sheet explaining the desired distribution in full detail. If the primary beneficiary(ies) is (are) no longer living, the secondary beneficiary(ies) will receive the benefits, in a similar manner as described above for the primary beneficiary(ies).

PRIMARY BENEFICIARY
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

If a trust or other arrangement is the designated beneficiary, include name, address and date of arrangement below:

Name Address Date

SECONDARY BENEFICIARIES
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

____ For additional beneficiaries, check here and attach additional sheet of paper.

The beneficiary designation takes effect in accordance with the provisions of the Plan. I reserve the right to rescind or change beneficiary designations at any time prior to my death.

Received by Alliant Energy Corporation

Date Officer Signature Date By

EX-10

Exhibit 10.6

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
[Applicable to VPs Pre 1-1-02]

        This Supplemental Retirement Plan (“SRP”) Agreement is made this ____ day of ____________, 2003, by and between [insert name] (the “Officer”) and Alliant 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 of senior executive personnel, including the Officer, to ensure the overall effectiveness of the Company’s executive compensation program and that the Company will be able to attract, 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 or similar 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 replace the Prior Agreements, effective as of the date of this Agreement, and the parties shall thereafter 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 an agreement which is binding on the Company and which takes effect in the event of a change in control, such agreement shall supersede and control over the provisions of this Agreement in the event of any conflict between the two.

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

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

ARTICLE II
DEFINITIONS

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

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

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

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

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

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

        2.7 Final Average Earnings means the Officer’s average monthly Earnings for the three consecutive calendar years out of the Officer’s last ten calendar years of employment with the Company that yields the highest average.

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

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

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

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

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

        2.13 Surviving Spouse means the individual, if any, who is legally married to the Officer at the time of the Officer’s death.

ARTICLE III
NORMAL RETIREMENT BENEFIT

        3.1 Supplemental Benefit.

    (a)        Subject to the following provisions of this Article III, if the Officer remains a full-time employee and remains a Company 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:

    (i)        the monthly benefit payable to the Officer from the qualified Pension Plan;

         plus

    (ii)        the monthly benefit payable to the Officer from the nonqualified Pension Plan;

         plus

    (iii)        the monthly amount of the Officer’s Prior Employer Benefit.

The Supplemental Benefit shall be paid in (A) equal monthly installments, commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee and ending when 216 monthly payments have been made to the Officer, (B) a single lump sum, or (C) an annual installment option with installment payments for up to a maximum of ten years. The Officer must indicate the desired form of payment by submitting a distribution election form to the Company at least 12 months before his or her retirement date (the most recent election on file 12 months prior to the retirement date being the “Valid Election”). As a transition exception, an election filed by August 31, 2003 will be a Valid Election with respect to a retirement date on or after January 1, 2004. If no Valid Election is on file, the default election is the monthly installment option described in (A) above.

If the Officer elects an annual installment option as described in (C) above, the lump sum value determined under (B) above will be the initial account used to determine annual installment payments. This initial account will be credited interest in accordance with the Alliant Energy Key Employee Deferred Compensation Plan’s (“KEDCP”) Interest Account crediting rates and administrative procedures. The lump sum payment or the first annual installment payment shall be made within 60 days after the Officer’s retirement or within 60 days after the last day of the calendar year in which the Officer retires, as elected by the Officer in the Valid Election. Each annual installment after the first shall be paid within 31 days after the last day of the calendar year in which the previous installment was paid.

    (b)        For the purposes of Subparagraph (a), the amount of the Officer’s monthly benefit from the Pension Plan shall be determined as follows:

    (i)        If the Officer receives a joint and survivor annuity from the Pension Plan and the Officer’s Surviving Spouse is the joint annuitant, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such joint and survivor annuity.

    (ii)        If the Officer receives a single life annuity from the Pension Plan, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such single life annuity.

    (iii)        If the Officer receives any other form of payment from the Pension Plan, such other form of payment shall be converted to an actuarially equivalent single life annuity, using the actuarial assumptions then in use for such purpose under the Pension Plan, and the Officer’s monthly benefit from the Pension Plan shall be the monthly amount that would be payable to the Officer under such single life annuity.

    (iv)        If a portion of the Officer’s benefits under the Pension Plan has been awarded to an Alternate Payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, the Officer’s monthly benefit from the Pension Plan shall be deemed to be the amount that would have been payable to the Officer if no such order had been entered.

    (v)        The Officer’s monthly benefit from the Pension Plan shall be determined as though it had commenced on the same date as the Officer’s Supplemental Benefit, regardless of when the Officer’s Pension Plan benefit actually commences.

    (vi)        Any increase in the monthly amount of the Officer’s Pension Plan benefit adopted after the initial calculation of benefits hereunder shall correspondingly reduce the monthly amount of the Officer’s Supplemental Benefit pursuant to Paragraph 3.1(a)(A) unless the Board of Directors provides by resolution that the Supplemental Benefit shall not be so reduced. No adjustments shall be made to the lump sum benefit or the installment benefits pursuant to Paragraph 3.1(a)(B) or (C).

    (c)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Supplemental Benefit, in the sole and absolute discretion of the Board of Directors.

    (d)        The lump sum payment amount provided under Paragraph 3.1(a) shall be determined by converting the monthly installment benefit described in Paragraph 3.1(a) into an actuarially equivalent lump-sum value, using the SRP lump-sum discount rate, which will be based on the lessor of (i) the 12-month average of 10-year Treasury Yields (meaning Federal Reserve U.S. Treasury ten-year actively traded securities) in effect as of the beginning of the calendar year in which the lump sum benefit is paid or (ii) the FAS interest rate in effect as of the beginning of the calendar year in which the lump sum benefit is paid. The Board of Directors, however, reserves the right to modify the discount rate for eligible executives at its discretion, provided that the Board shall give 12 months’ notice before increasing the discount rate (thereby giving Officers the opportunity to make new distribution elections should they so choose). The mortality table shall be the same table as then in use for determining lump sums under the Alliant Energy Cash Balance Pension Plan.

      3.2 Officer’s Death After Retirement.

    (a)        If the Officer dies after receiving at least 144 monthly Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A), the Officer’s Supplemental Benefit shall terminate upon the Officer’s death (with the full monthly payment being made for the month in which such death occurs), and the Company shall have no further obligation to make any payments under this Paragraph.

    (b)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A) but prior to receiving 144 monthly payments, the Officer’s Surviving Spouse (if any) shall continue to receive the amount of the monthly payments paid to the Officer for the month prior to death until the date on which the Officer and such Surviving Spouse have received a total of 144 monthly payments. If both the Officer and the Officer’s Surviving Spouse die before they have received a total of 144 monthly payments, the amount of the monthly payments paid to the Officer for the month prior to death shall continue to be paid to the Officer’s Dependent Children until a total of 144 monthly Supplemental Benefit payments have been made to the Officer, the Officer’s Surviving Spouse, and the Officer’s Dependent Children. If a payment to Dependent Children is due on a date when there is more than one Dependent Child, such payment shall be equally divided among those persons who qualify as Dependent Children on the date the payment is due. Payments under this Paragraph 3.2(b) shall be made only to the Officer’s Surviving Spouse and Dependent Children. If the Officer is deceased and there are no individuals who qualify as the Officer’s Surviving Spouse or Dependent Children on the date a payment is due, the Company shall have no further obligation to make payments.

    (c)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(C) but prior to receiving the elected number of installment payments, the Officer’s Beneficiary shall continue to receive the unpaid installment payments which the Officer would have received if the Officer had not died.

    (d)        If the Officer retires from the Company eligible for a Supplemental Benefit pursuant to Paragraph 3.1 but dies prior to the commencement of such benefits, the benefits shall be paid in the form that would have been applicable for the Officer, pursuant to Paragraph 3.2(b) if monthly installments under Paragraph 3.1(a)(A), pursuant to Paragraph 3.2(c) if annual installments under Paragraph 3.1(a)(C), or to the Beneficiary if a lump sum under Paragraph 3.1(a)(B).

ARTICLE IV
EARLY RETIREMENT BENEFIT

        4.1 Supplemental Benefit. If the Officer retires at or after age 55 but prior to his or her Normal Retirement Date with ten or more years of Continuous Employment, the Officer shall receive the Supplemental Benefit described in Article III commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee. If the Officer’s Supplemental Benefit begins prior to age 62, the monthly amount shall be reduced by one-quarter of one percent (.25%) for each month by which the date on which the Officer retires precedes his or her Normal Retirement Date. The reduction factors will be applied to the Officer’s Supplemental Benefit prior to any offsets described in Paragraphs 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii).

        4.2 Payment of Benefit. The amount payable under this Article IV shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III.

ARTICLE V
DISABILITY BENEFIT

        5.1 Supplemental Benefit. If the Officer becomes Disabled prior to his or her termination of employment with the Company and continues to be Disabled until he or she would have been entitled to a Supplemental Benefit under Articles III or IV, the Officer shall be eligible to receive a Supplemental Benefit commencing on the first day of the month following the date on which the Officer ceases to be entitled to disability benefits under the Company’s long-term disability plan (such date hereinafter referred to as the “Cessation Date”). The amount payable under this Article V shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III (if the Cessation Date occurs on or after the Officer’s Normal Retirement Date) or in Article IV (if the Cessation Date occurs prior to the Officer’s Normal Retirement Date but after the Officer’s eligibility for a Supplemental Benefit under Article IV).

        5.2 Cessation of Disability. If the Officer becomes Disabled while employed as a Company officer, but the Cessation Date occurs prior to the date on which he or she would have been entitled to a Supplemental Benefit under Paragraph 5.1, the period during which the Officer was Disabled shall be included in the Officer’s period of Continuous Employment if (and only if):

    (a)        the Officer resumes full-time employment with the Company as a Company officer within 30 days after the Cessation Date; and

    (b)        the Officer continues in such employment until he or she becomes entitled to a Supplemental Benefit under Articles III or IV.

ARTICLE VI
CERTAIN DEATH BENEFITS

      6.1 Pre-retirement Death Benefit.

    (a)        If the Officer dies prior to termination of his or her employment with the Company, a death benefit shall be payable equal to 60% of the Officer’s Final Average Earnings, reduced by the sum of:

    (i)        the monthly benefit that would have been payable to the Officer from the qualified Pension Plan had he retired on the day preceding his death;

         plus

    (ii)        the monthly benefit that would have been payable to the Officer from the nonqualified Pension Plan had he retired on the day preceding his death;

         plus

    (iii)        the monthly amount of the Officer’s Prior Employer Benefit.

The death benefit payable under this Article VI shall be paid in the form determined by the most recent election by the Officer pursuant to Paragraph 3.1(a) at least 12 months before the Officer’s death; provided that such 12-month requirement shall not invalidate an election filed by August 31, 2003 with respect to the death of the Officer on or after January 1, 2004. Benefits shall commence within 60 days after the Officer’s death and shall be subject to the same conditions and limitations as the applicable payment method described in Paragraph 3.2 in (A) equal monthly installments ending when 144 monthly payments have been made to the Officer’s Surviving Spouse, (B) a single lump sum payment calculated pursuant to Paragraph 3.1(d) or (C) annual installments for a period up to ten years.

    (b)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Surviving Spouse’s death benefit, in the sole and absolute discretion of the Board of Directors.

      6.2 Post-retirement Death Benefit.

    (a)        If the Officer dies subsequent to the commencement of Supplemental Benefit payments under Articles III, IV or V, the Company shall pay a death benefit to the Beneficiary. Such benefit shall be in addition to the benefits paid under Articles III, IV or V; however, no death benefit shall be payable under this Paragraph if the Officer’s death causes a beneficiary or the estate of the Officer to receive a death benefit under the disability premium waiver provision of the Company’s group life insurance plan, or if the Officer dies before retirement.

    (b)        The death benefit payable pursuant to this Paragraph shall be an amount equal to 100% of the Officer’s Final Average Earnings. The death benefit payable under this Paragraph shall be paid in a single sum, within 30 days after the date the Beneficiary has been identified.

ARTICLE VII
TERMINATION OF EMPLOYMENT OR LOSS OF POSITION

        7.1 Termination of Employment. If the Officer is discharged by the Company for any reason, or if the Officer’s employment with the Company terminates prior to the date the Officer becomes entitled to a Supplemental Benefit under Articles III or IV for any reason other than the Officer’s death or disability, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement.

        7.2 Loss of Position as Officer. The Officer shall be eligible for benefits under this Agreement only while holding the position of Company officer. Except as otherwise provided in Article V (relating to Disability), if the Officer ceases to hold such a position prior to the Officer’s termination of employment, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement unless the Officer retires under Article III or IV within 30 days after the loss of such position.

ARTICLE VIII
FUNDING

        8.1 Unsecured Obligation. The Company’s obligations under this Agreement are an unsecured promise to make benefit payments in the future, and nothing herein shall be construed as giving the Officer or his or her beneficiaries any right, title, interest or claim in or to any specific asset, fund, reserve, account or property owned by the Company, or in which the Company has any right, title or interest, either now or in the future. The rights of the Officer and his or her beneficiaries to receive payments under this Agreement shall be solely those of unsecured general creditors of the Company.

        8.2 “Rabbi” Trust. This Agreement is intended to be unfunded for the purposes of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended. However, nothing in this Agreement shall preclude the Company from establishing a trust (of the type commonly known as a “rabbi trust”) to assist it in meeting its obligations under this Agreement. If a rabbi trust was established with respect to the Officer’s Prior Agreements, this Agreement shall be substituted for the Prior Agreements for all purposes of such trust, and any reference in such trust to the Prior Agreements shall be deemed to be a reference to this Agreement.

ARTICLE IX
ADMINISTRATION

        9.1 Administration and Interpretation. The Board of Directors has sole and exclusive discretion to interpret the provisions of this Agreement, and any such interpretation shall be final and binding upon the Officer unless it is found by a court of competent jurisdiction to have been arbitrary and capricious. The Board of Directors may adopt such rules and regulations relating to the administration of this Agreement as it may deem necessary or advisable.

        9.2 Claims Procedure. If the Officer or the Officer’s beneficiary (hereinafter referred to as a “Claimant”) is denied any benefit under this Agreement, he or she may file a claim with the Board of Directors. The Board of Directors shall notify the Claimant within 90 days of its allowance or denial of the claim, unless the Claimant receives written notice from the Board of Directors prior to the end of such 90 day period that special circumstances require an extension of the time for decision, which extension shall not exceed an additional 90 days. The notice of the Board of Directors’ decision shall be in writing sent by mail to Claimant’s last known address and, if a denial of the claim, shall contain:

    (a)        the specific reasons for the denial;

    (b)        specific references to pertinent provisions of this Agreement on which the denial is based; and

    (c)        if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary and an explanation of the claim review procedure.

      9.3 Review Procedure.

    (a)               A Claimant is entitled to request a review of any denial of his or her claim for a benefit. The request for review must be submitted to the Board of Directors in writing within 60 days of mailing of the notice of the denial. Absent a request for review within the 60-day period, the claim will be deemed to have been conclusively denied.

    (b)               The review shall be conducted by the Board of Directors, which shall afford the Claimant a hearing and the opportunity to review all pertinent documents and submit issues and comments orally and in writing. The Board of Directors shall render a decision within 60 days after receipt of a request for a review; provided, that in special circumstances (such as the necessity of holding a hearing) the Board of Directors may extend the time for decision by not more than 60 days upon written notice to the Claimant. The Claimant shall receive written notice of the Board of Directors’ decision, together with specific reasons for the decision and references to the pertinent provisions of this Agreement, which form the basis for the decision.

ARTICLE X
AMENDMENT AND TERMINATION

        10.1 By the Parties. Except as provided in Paragraph 10.2, this Agreement may not be amended or terminated except by a written instrument signed by both parties.

        10.2 By the Company. At any time prior to the Officer’s termination of employment with a right to receive benefit payments under this Agreement, this Agreement may be terminated or amended by action of the Board of Directors in its sole and absolute discretion, without any notice to or the consent or approval of the Officer; provided, that:

    (a)        this Agreement may not be amended or terminated by the Board of Directors unless a similar amendment or termination is made with respect to all similar agreements between the Company and its Officers; and

    (b)        this Agreement may not be amended or terminated in a manner that would reduce or impair the Officer’s right to receive payment of his or her Accrued Benefit if the Officer subsequently retires under circumstances that would have entitled the Officer to a benefit if this Agreement had not been amended or terminated. For the purposes of this Subparagraph (b), the Officer’s “Accrued Benefit” is an amount equal to one-fifteenth of the Supplemental Benefit the Officer would have been entitled to receive at retirement if this Agreement had not been amended or terminated, multiplied by the Officer’s years of Continuous Employment (up to a maximum of 15 years) on the date the Agreement is amended or terminated

Subject to the foregoing, the right of the Board of Directors to amend or terminate this Agreement shall include the absolute discretion to make any amendment prospective or retroactive in application.

ARTICLE XI
RESTRICTIVE COVENANTS

        11.1 Restrictions. Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that all payments under this Agreement shall terminate, and that the Company shall have no further obligation under this Agreement, upon any violation of the provisions of Paragraphs 11.2 or 11.3. Payments pursuant to this Agreement are intended to serve as consideration for these restrictions. If the Officer received payments pursuant to Paragraph 3.1(a)(B) or (C) and violates Paragraph 11.2 or 11.3, the Officer shall repay to the Company the portion of the benefits previously received which would have been forfeited if the Officer had received payments pursuant to Paragraph 3.1(a)(A).

        11.2 Covenant Not to Compete. The restrictions of this paragraph apply during the period ending on the second anniversary of the Officer’s termination of employment with the Company and within the geographic area served by any business of the Company in which the Officer was more than indirectly involved on behalf of the Company (for a utility business, its regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over the applicable business) (the “Company’s Operations”). The Officer shall not accept employment with or become a consultant to, any business that is in competition with the Company’s Operations (i) in any capacity where confidential information learned by the Officer during employment with the Company would reasonably be considered useful, or (ii) in any capacity where customer relationships or goodwill developed by the Officer or conferred by the Company on the Officer could reasonably be considered useful. The Officer shall not become a partner or a shareholder in any business that is in competition with the Company’s Operations, although the Officer may hold up to a five percent interest in any company that is traded on the New York Stock Exchange, American Stock Exchange or other national or over-the-counter exchange without violating the provisions of this Paragraph 11.2. The Officer shall terminate any such position within 30 days after notice from the Board of Directors of the violation of this provision. The determination of the Board of Directors as to whether a business is in competition with the Company’s Operations and whether the competition is occurring in the geographic area designated above shall be controlling for purposes of this Agreement.

        11.3 Confidentiality. During the Officer’s employment by the Company and for a period of two years thereafter, the Officer shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Company’s affiliates) under any circumstances where such information or data is likely to be used in the geographic area subject to Paragraph 11.2, except to the extent authorized in writing by the Board of Directors or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Officer of duties as an employee of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Officer shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

        11.4 Reasonableness of Restrictions. The Officer agrees that the restrictions set forth in this Article XI including, but not limited to, the time period and the geographical area of such restrictions are fair and reasonable and are reasonably required for the protection of the interests of the Company and its affiliated companies. In the event that, notwithstanding the foregoing, any of the provisions of this Article XI shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision of this Article XI relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by said court shall become and thereafter be the maximum time period and/or areas.

ARTICLE XII
GENERAL PROVISIONS

        12.1 Assignability of Benefits. Neither the Officer nor his or her beneficiaries shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any right to receive a payment in advance of such payment, and any attempted transfer, assignment, anticipation, mortgage or encumbrance shall be void. No payment shall be subject to seizure for payment of public or private debts, judgments, alimony or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

        12.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, except to the extent the same are superseded by applicable federal law.

        12.3 Tax Withholding. The Company shall withhold all applicable income and other taxes required on all payments under this Agreement.

        12.4 Counterparts. This Agreement may be signed in counterparts, which together shall constitute written evidence of the complete agreement of the parties.

        12.5 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

        IN WITNESS WHEREOF, the parties have hereto set their respective hands on the day and year first above written.

___________________________________

[insert name]

By_________________________________

Alliant Energy Corporation

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
APPENDIX A

Prior Agreements:

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
BENEFICIARY DESIGNATION
APPENDIX B

Officer Name:	___________________________________________________________________
	(Please Print)

In the event of my death, the following person(s) is (are) to receive any benefits payable to my Beneficiary under the Alliant Energy Corporation Supplemental Retirement Agreement.

Note: If more than one primary beneficiary is indicated, the benefits will be split among them equally. If you desire to provide for a distribution of benefits among primary beneficiaries on other than an equal basis, please attach a sheet explaining the desired distribution in full detail. If the primary beneficiary(ies) is (are) no longer living, the secondary beneficiary(ies) will receive the benefits, in a similar manner as described above for the primary beneficiary(ies).

PRIMARY BENEFICIARY
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

If a trust or other arrangement is the designated beneficiary, include name, address and date of arrangement below:

Name Address Date

SECONDARY BENEFICIARIES
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

____ For additional beneficiaries, check here and attach additional sheet of paper.

The beneficiary designation takes effect in accordance with the provisions of the Plan. I reserve the right to rescind or change beneficiary designations at any time prior to my death.

Received by Alliant Energy Corporation

Date Officer Signature Date By

EX-10

Exhibit 10.7

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
[New Agreements After 1-1-02]

        This Supplemental Retirement Plan (“SRP”) Agreement is made this ______ day of ____________, 2003, by and between [insert name] (the “Officer”) and Alliant 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 of senior executive personnel, including the Officer, to ensure the overall effectiveness of the Company’s executive compensation program and that the Company will be able to attract, retain, and motivate qualified senior executive personnel;

        WHEREAS, the Company and the Officer may have heretofore entered into one or more agreements (the “Prior Agreements”) providing supplemental retirement, deferred compensation or similar 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 replace the Prior Agreements, effective as of the date of this Agreement, and the parties shall thereafter 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 an agreement which is binding on the Company and which takes effect in the event of a change in control, such agreement shall supersede and control over the provisions of this Agreement in the event of any conflict between the two.

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

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

ARTICLE II
DEFINITIONS

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

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

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

        2.4 Continuous SRP Employment means the Officer’s Continuous Employment disregarding any period prior to the date of this Agreement or, if applicable, the earliest date of any Prior Agreement.

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

        2.6 Disabled means the Officer has satisfied (and continues to satisfy) the requirements for receiving disability benefits under the terms of the Company’s long-term disability plan.

        2.7 Earnings means the Officer’s base salary, bonus and/or annual incentive pay for personal services rendered to the Company. The Officer’s base salary shall be treated as Earnings in the period in which it would have been payable, regardless of any deferral elections. The Officer’s bonus and/or annual incentive pay shall be treated as Earnings in the calendar year in which it is earned, regardless of when it is paid.

        2.8 Final Average Earnings means the Officer’s average monthly Earnings for the three consecutive calendar years out of the Officer’s last ten calendar years of employment with the Company that yields the highest average.

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

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

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

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

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

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

ARTICLE III
NORMAL RETIREMENT BENEFIT

      3.1 Supplemental Benefit.

    (a)        Subject to the following provisions of this Article III, if the Officer has five or more years of Continuous SRP Employment, remains a full-time employee, and remains a Company officer until his or her Normal Retirement Date, the Officer shall receive a Supplemental Benefit equal to 50% of the Officer’s Final Average Earnings, reduced by the sum of:

    (i)        the monthly benefit payable to the Officer from the qualified Pension Plan;

         plus

    (ii)        the monthly benefit payable to the Officer from the nonqualified Pension Plan;

         plus

    (iii)        the monthly amount of the Officer’s Prior Employer Benefit.

The Supplemental Benefit shall be paid in (A) equal monthly installments, commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee and ending when 216 monthly payments have been made to the Officer, (B) a single lump sum, or (C) an annual installment option with installment payments for up to a maximum of ten years. The Officer must indicate the desired form of payment by submitting a distribution election form to the Company at least 12 months before his or her retirement date (the most recent election on file 12 months prior to the retirement date being the “Valid Election”). If no Valid Election is on file, the default election is the monthly installment option described in (A) above.

If the Officer elects an annual installment option as described in (C) above, the lump sum value determined under (B) above will be the initial account used to determine annual installment payments. This initial account will be credited interest in accordance with the Alliant Energy Key Employee Deferred Compensation Plan’s (“KEDCP”) Interest Account crediting rates and administrative procedures. The lump sum payment or the first annual installment payment shall be made within 60 days after the Officer’s retirement or within 60 days after the last day of the calendar year in which the Officer retires, as elected by the Officer in the Valid Election. Each annual installment after the first shall be paid within 31 days after the last day of the calendar year in which the previous installment was paid.

    (b)        For the purposes of Subparagraph (a), the amount of the Officer’s monthly benefit from the Pension Plan shall be determined as follows:

    (i)        If the Officer receives a joint and survivor annuity from the Pension Plan and the Officer’s Surviving Spouse is the joint annuitant, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such joint and survivor annuity.

    (ii)        If the Officer receives a single life annuity from the Pension Plan, the Officer’s monthly benefit from the Pension Plan shall be the monthly amount payable to the Officer under such single life annuity.

    (iii)        If the Officer receives any other form of payment from the Pension Plan, such other form of payment shall be converted to an actuarially equivalent single life annuity, using the actuarial assumptions then in use for such purpose under the Pension Plan, and the Officer’s monthly benefit from the Pension Plan shall be the monthly amount that would be payable to the Officer under such single life annuity.

    (iv)        If a portion of the Officer’s benefits under the Pension Plan has been awarded to an Alternate Payee pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code, the Officer’s monthly benefit from the Pension Plan shall be deemed to be the amount that would have been payable to the Officer if no such order had been entered.

    (v)        The Officer’s monthly benefit from the Pension Plan shall be determined as though it had commenced on the same date as the Officer’s Supplemental Benefit, regardless of when the Officer’s Pension Plan benefit actually commences.

    (vi)        Any increase in the monthly amount of the Officer’s Pension Plan benefit adopted after the initial calculation of benefits hereunder shall correspondingly reduce the monthly amount of the Officer’s Supplemental Benefit pursuant to Paragraph 3.1(a)(A) unless the Board of Directors provides by resolution that the Supplemental Benefit shall not be so reduced. No adjustments shall be made to the lump sum benefit or the installment benefits pursuant to Paragraph 3.1(a)(B) or (C).

    (c)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Supplemental Benefit, in the sole and absolute discretion of the Board of Directors.

    (d)        The lump sum payment amount provided under Paragraph 3.1(a) shall be determined by converting the monthly installment benefit described in Paragraph 3.1(a) into an actuarially equivalent lump-sum value, using the SRP lump-sum discount rate, which will be based on the lessor of (i) the 12-month average of 10-year Treasury Yields (meaning Federal Reserve U.S. Treasury ten-year actively traded securities) in effect as of the beginning of the calendar year in which the lump sum benefit is paid or (ii) the FAS interest rate in effect as of the beginning of the calendar year in which the lump sum benefit is paid. The Board of Directors, however, reserves the right to modify the discount rate for eligible executives at its discretion, provided that the Board shall give 12 months’ notice before increasing the discount rate (thereby giving Officers the opportunity to make new distribution elections should they so choose). The mortality table shall be the same table as then in use for determining lump sums under the Alliant Energy Cash Balance Pension Plan.

      3.2 Officer’s Death After Retirement.

    (a)        If the Officer dies after receiving at least 144 monthly Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A), the Officer’s Supplemental Benefit shall terminate upon the Officer’s death (with the full monthly payment being made for the month in which such death occurs), and the Company shall have no further obligation to make any payments under this Agreement.

    (b)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(A) but prior to receiving 144 monthly payments, the Officer’s Surviving Spouse (if any) shall continue to receive the amount of the monthly payments paid to the Officer for the month prior to death until the date on which the Officer and such Surviving Spouse have received a total of 144 monthly payments. If both the Officer and the Officer’s Surviving Spouse die before they have received a total of 144 monthly payments, the amount of the monthly payments paid to the Officer for the month prior to death shall continue to be paid to the Officer’s Dependent Children until a total of 144 monthly Supplemental Benefit payments have been made to the Officer, the Officer’s Surviving Spouse, and the Officer’s Dependent Children. If a payment to Dependent Children is due on a date when there is more than one Dependent Child, such payment shall be equally divided among those persons who qualify as Dependent Children on the date the payment is due. Payments under this Paragraph 3.2(b) shall be made only to the Officer’s Surviving Spouse and Dependent Children. If the Officer is deceased and there are no individuals who qualify as the Officer’s Surviving Spouse or Dependent Children on the date a payment is due, the Company shall have no further obligation to make payments.

    (c)        If the Officer dies after the commencement of Supplemental Benefit payments pursuant to Paragraph 3.1(a)(C) but prior to receiving the elected number of installment payments, the Officer’s Beneficiary shall continue to receive the unpaid installment payments which the Officer would have received if the Officer had not died.

    (d)        If the Officer retires from the Company eligible for a Supplemental Benefit pursuant to Paragraph 3.1 but dies prior to the commencement of such benefits, the benefits shall be paid in the form that would have been applicable for the Officer pursuant to Paragraph 3.2(b) if monthly installments under Paragraph 3.1(a)(A), pursuant to Paragraph 3.2(c) if annual installments under Paragraph 3.1(a)(C), or to the Beneficiary if a lump sum under Paragraph 3.1(a)(B).

ARTICLE IV
EARLY RETIREMENT BENEFIT

        4.1 Supplemental Benefit. If the Officer retires at or after age 55 but prior to his or her Normal Retirement Date with ten or more years of Continuous Employment, and five or more years of Continuous SRP Employment, the Officer shall receive the Supplemental Benefit described in Article III commencing on the first day of the month following the Officer’s retirement from the Company as both an officer and an employee. If the Officer’s Supplemental Benefit begins prior to age 62, the monthly amount shall be reduced by five-twelfths of one percent (.4167%) for each month by which the date on which the Officer retires precedes his or her Normal Retirement Date. The reduction factors will be applied to the Officer’s Supplemental Benefit prior to any offsets described in Paragraphs 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii).

        4.2 Payment of Benefit. The amount payable under this Article IV shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III.

ARTICLE V
DISABILITY BENEFIT

        5.1 Supplemental Benefit. If the Officer becomes Disabled prior to his or her termination of employment with the Company, has five or more years of Continuous SRP Employment and continues to be Disabled until he or she would have been entitled to a Supplemental Benefit under Articles III or IV, the Officer shall be eligible to receive a Supplemental Benefit commencing on the first day of the month following the date on which the Officer ceases to be entitled to disability benefits under the Company’s long-term disability plan, (such date hereinafter referred to as the “Cessation Date”). The amount payable under this Article V shall be calculated and paid in the same manner, and shall be subject to the same conditions and limitations, as the benefit described in Article III (if the Cessation Date occurs on or after the Officer’s Normal Retirement Date) or in Article IV (if the Cessation Date occurs prior to the Officer’s Normal Retirement Date but after the Officer’s eligibility for a Supplemental Benefit under Article IV).

        5.2 Cessation of Disability. If the Officer becomes Disabled while employed as a Company officer, but the Cessation Date occurs prior to the date on which he or she would have been entitled to a Supplemental Benefit under Paragraph 5.1, the period during which the Officer was Disabled shall be included in the Officer’s period of Continuous Employment and Continuous SRP Employment if (and only if):

    (a)        the Officer resumes full-time employment with the Company as a Company officer within 30 days after the Cessation Date; and

    (b)        the Officer continues in such employment until he or she becomes entitled to a Supplemental Benefit under Articles III, IV or VI.

ARTICLE VI
PRERETIREMENT DEATH BENEFIT

      6.1 Death Benefit.

    (a)        If the Officer dies prior to termination of his or her employment with the Company and has five or more years of Continuous SRP Employment, a death benefit shall be payable equal to 50% of the Officer’s Final Average Earnings, reduced by the sum of:

    (i)        the monthly benefit that would have been payable to the Officer from the qualified Pension Plan had he retired on the day preceding his death;

         plus

    (ii)        the monthly benefit that would have been payable to the Officer from the nonqualified Pension Plan had he retired on the day preceding his death;

         plus

    (iii)        the monthly amount of the Officer’s Prior Employer Benefit.

The death benefit payable under this Article VI shall be paid in the form determined by the most recent election by the Officer pursuant to Paragraph 3.1(a) at least 12 months before the Officer’s Death. Benefits shall commence within 60 days after the Officer’s death and shall be subject to the same conditions and limitations as the applicable payment method described in Paragraph 3.2 in (A) equal monthly installments ending when 144 monthly payments have been made to the Officer’s Surviving Spouse (B) a single lump sum payment calculated pursuant to Paragraph 3.1(d) or (C) annual installments for a period up to ten years.

    (b)        For the purposes of Subparagraph (a), the monthly amount of the Officer’s Prior Employer Benefit shall be determined, and shall be included in the computation of the Surviving Spouse’s death benefit, in the sole and absolute discretion of the Board of Directors.

ARTICLE VII
TERMINATION OF EMPLOYMENT OR LOSS OF POSITION

        7.1 Termination of Employment. If the Officer is discharged by the Company for any reason, or if the Officer’s employment with the Company terminates prior to the date the Officer becomes entitled to a Supplemental Benefit under Articles III or IV for any reason other than the Officer’s death or disability, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement.

        7.2 Loss of Position as Officer. The Officer shall be eligible for benefits under this Agreement only while holding the position of Company officer. Except as otherwise provided in Article V (relating to Disability), if the Officer ceases to hold such a position prior to the Officer’s termination of employment, the Officer (and his or her Surviving Spouse, Dependent Children, or other beneficiaries) shall forfeit any and all rights to receive benefits under this Agreement unless the Officer retires under Article III or IV within 30 days after the loss of such position.

ARTICLE VIII
FUNDING

        8.1 Unsecured Obligation. The Company’s obligations under this Agreement are an unsecured promise to make benefit payments in the future, and nothing herein shall be construed as giving the Officer or his or her beneficiaries any right, title, interest or claim in or to any specific asset, fund, reserve, account or property owned by the Company, or in which the Company has any right, title or interest, either now or in the future. The rights of the Officer and his or her beneficiaries to receive payments under this Agreement shall be solely those of unsecured general creditors of the Company.

        8.2 “Rabbi” Trust. This Agreement is intended to be unfunded for the purposes of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended. However, nothing in this Agreement shall preclude the Company from establishing a trust (of the type commonly known as a “rabbi trust”) to assist it in meeting its obligations under this Agreement. If a rabbi trust was established with respect to the Officer’s Prior Agreements, this Agreement shall be substituted for the Prior Agreements for all purposes of such trust, and any reference in such trust to the Prior Agreements shall be deemed to be a reference to this Agreement.

ARTICLE IX
ADMINISTRATION

        9.1 Administration and Interpretation. The Board of Directors has sole and exclusive discretion to interpret the provisions of this Agreement, and any such interpretation shall be final and binding upon the Officer unless it is found by a court of competent jurisdiction to have been arbitrary and capricious. The Board of Directors may adopt such rules and regulations relating to the administration of this Agreement as it may deem necessary or advisable.

        9.2 Claims Procedure. If the Officer or the Officer’s beneficiary (hereinafter referred to as a “Claimant”) is denied any benefit under this Agreement, he or she may file a claim with the Board of Directors. The Board of Directors shall notify the Claimant within 90 days of its allowance or denial of the claim, unless the Claimant receives written notice from the Board of Directors prior to the end of such 90 day period that special circumstances require an extension of the time for decision, which extension shall not exceed an additional 90 days. The notice of the Board of Directors’ decision shall be in writing sent by mail to Claimant’s last known address and, if a denial of the claim, shall contain:

    (a)               the specific reasons for the denial;

    (b)               specific references to pertinent provisions of this Agreement on which the denial is based; and

    (c)               if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary and an explanation of the claim review procedure.

      9.3 Review Procedure.

    (a)        A Claimant is entitled to request a review of any denial of his or her claim for a benefit. The request for review must be submitted to the Board of Directors in writing within 60 days of mailing of the notice of the denial. Absent a request for review within the 60-day period, the claim will be deemed to have been conclusively denied.

    (b)        The review shall be conducted by the Board of Directors, which shall afford the Claimant a hearing and the opportunity to review all pertinent documents and submit issues and comments orally and in writing. The Board of Directors shall render a decision within 60 days after receipt of a request for a review; provided, that in special circumstances (such as the necessity of holding a hearing) the Board of Directors may extend the time for decision by not more than 60 days upon written notice to the Claimant. The Claimant shall receive written notice of the Board of Directors’ decision, together with specific reasons for the decision and references to the pertinent provisions of this Agreement, which form the basis for the decision.

ARTICLE X
AMENDMENT AND TERMINATION

        10.1 By the Parties. Except as provided in Paragraph 10.2, this Agreement may not be amended or terminated except by a written instrument signed by both parties.

        10.2 By the Company. At any time prior to the Officer’s termination of employment with a right to receive benefit payments under this Agreement, this Agreement may be terminated or amended by action of the Board of Directors in its sole and absolute discretion, without any notice to or the consent or approval of the Officer; provided, that:

    (a)        this Agreement may not be amended or terminated by the Board of Directors unless a similar amendment or termination is made with respect to all similar agreements between the Company and its Officers; and

    (b)        this Agreement may not be amended or terminated in a manner that would reduce or impair the Officer’s right to receive payment of his or her Accrued Benefit if the Officer subsequently retires under circumstances that would have entitled the Officer to a benefit if this Agreement had not been amended or terminated. For the purposes of this Subparagraph (b), the Officer’s “Accrued Benefit” is an amount equal to one-fifteenth of the Supplemental Benefit the Officer would have been entitled to receive at retirement if this Agreement had not been amended or terminated, multiplied by the Officer’s years of Continuous SRP Employment (up to a maximum of 15 years) on the date the Agreement is amended or terminated

Subject to the foregoing, the right of the Board of Directors to amend or terminate this Agreement shall include the absolute discretion to make any amendment prospective or retroactive in application.

ARTICLE XI
RESTRICTIVE COVENANTS

        11.1 Restrictions. Notwithstanding anything in this Agreement to the contrary, it is expressly agreed that all payments under this Agreement shall terminate, and that the Company shall have no further obligation under this Agreement, upon any violation of the provisions of Paragraphs 11.2 or 11.3. Payments pursuant to this Agreement are intended to serve as consideration for these restrictions. If the Officer received payments pursuant to Paragraph 3.1(a)(B) or (C) and violates Paragraph 11.2 or 11.3, the Officer shall repay to the Company the portion of the benefits previously received which would have been forfeited if the Officer had received payments pursuant to Paragraph 3.1(a)(A).

        11.2 Covenant Not to Compete. The restrictions of this paragraph apply during the period ending on the second anniversary of the Officer’s termination of employment with the Company and within the geographic area served by any business of the Company in which the Officer was more than indirectly involved on behalf of the Company (for a utility business, its regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over the applicable business) (the “Company’s Operations”). The Officer shall not accept employment with or become a consultant to, any business that is in competition with the Company’s Operations (i) in any capacity where confidential information learned by the Officer during employment with the Company would reasonably be considered useful, or (ii) in any capacity where customer relationships or goodwill developed by the Officer or conferred by the Company on the Officer could reasonably be considered useful. The Officer shall not become a partner or a shareholder in any business that is in competition with the Company’s Operations, although the Officer may hold up to a five percent interest in any company that is traded on the New York Stock Exchange, American Stock Exchange or other national or over-the-counter exchange without violating the provisions of this Paragraph 11.2. The Officer shall terminate any such position within 30 days after notice from the Board of Directors of the violation of this provision. The determination of the Board of Directors as to whether a business is in competition with the Company’s Operations and whether the competition is occurring in the geographic area designated above shall be controlling for purposes of this Agreement.

        11.3 Confidentiality. During the Officer’s employment by the Company and for a period of two years thereafter, the Officer shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Company’s affiliates) under any circumstances where such information or data is likely to be used in the geographic area subject to Paragraph 11.2, except to the extent authorized in writing by the Board of Directors or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Officer of duties as an employee of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Officer shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

        11.4 Reasonableness of Restrictions. The Officer agrees that the restrictions set forth in this Article XI including, but not limited to, the time period and the geographical area of such restrictions are fair and reasonable and are reasonably required for the protection of the interests of the Company and its affiliated companies. In the event that, notwithstanding the foregoing, any of the provisions of this Article XI shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included. In the event that any provision of this Article XI relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by said court shall become and thereafter be the maximum time period and/or areas.

ARTICLE XII
GENERAL PROVISIONS

        12.1 Assignability of Benefits. Neither the Officer nor his or her beneficiaries shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any right to receive a payment in advance of such payment, and any attempted transfer, assignment, anticipation, mortgage or encumbrance shall be void. No payment shall be subject to seizure for payment of public or private debts, judgments, alimony or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

        12.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, except to the extent the same are superseded by applicable federal law.

        12.3 Tax Withholding. The Company shall withhold all applicable income and other taxes required on all payments under this Agreement.

        12.4 Counterparts. This Agreement may be signed in counterparts, which together shall constitute written evidence of the complete agreement of the parties.

        12.5 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

        IN WITNESS WHEREOF, the parties have hereto set their respective hands on the day and year first above written.

___________________________________

[insert name]

By_________________________________

Alliant Energy Corporation

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
APPENDIX A

Prior Agreements:
None

SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
BENEFICIARY DESIGNATION
APPENDIX B

Officer Name:	___________________________________________________________________
	(Please Print)

In the event of my death, the following person(s) is (are) to receive any benefits payable to my Beneficiary under the Alliant Energy Corporation Supplemental Retirement Agreement.

Note: If more than one primary beneficiary is indicated, the benefits will be split among them equally. If you desire to provide for a distribution of benefits among primary beneficiaries on other than an equal basis, please attach a sheet explaining the desired distribution in full detail. If the primary beneficiary(ies) is (are) no longer living, the secondary beneficiary(ies) will receive the benefits, in a similar manner as described above for the primary beneficiary(ies).

PRIMARY BENEFICIARY
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

If a trust or other arrangement is the designated beneficiary, include name, address and date of arrangement below:

Name Address Date

SECONDARY BENEFICIARIES
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code
Last Name	First Name	M.I.	Relationship
Street Address	City	State	Zip Code

____ For additional beneficiaries, check here and attach additional sheet of paper.

The beneficiary designation takes effect in accordance with the provisions of the Plan. I reserve the right to rescind or change beneficiary designations at any time prior to my death.

Received by Alliant Energy Corporation

Date Officer Signature Date By

EX-31

Exhibit 31.1

Certification of the Chairman, President and Chief Executive Officer
of Alliant Energy Corporation

I, Erroll B. Davis, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman, President and

Chief Executive Officer

EX-31

Exhibit 31.2

Certification of the Executive Vice President and Chief Financial Officer
of Alliant Energy Corporation

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Eliot G. Protsch

Eliot G. Protsch

Executive Vice President and

Chief Financial Officer

EX-31

Exhibit 31.3

Certification of the Chairman and Chief Executive Officer
of Interstate Power and Light Company

I, Erroll B. Davis, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.4

Certification of the President and Chief Financial Officer
of Interstate Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Eliot G. Protsch

Eliot G. Protsch

President and

Chief Financial Officer

EX-31

Exhibit 31.5

Certification of the Chairman and Chief Executive Officer
of Wisconsin Power and Light Company

I, Erroll B. Davis, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.6

Certification of the Executive Vice President and Chief Financial Officer
of Wisconsin Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2003

/s/ Eliot G. Protsch

Eliot G. Protsch

Executive Vice President and

Chief Financial Officer

EX-32

Exhibit 32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Alliant Energy Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

/s/ Eliot G. Protsch
Eliot G. Protsch
Executive Vice President and Chief Financial Officer

November 13, 2003

EX-32

Exhibit 32.2

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Interstate Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Chairman and Chief Executive Officer

/s/ Eliot G. Protsch
Eliot G. Protsch
President and Chief Financial Officer

November 13, 2003

EX-32

Exhibit 32.3

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Wisconsin Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Chairman and Chief Executive Officer

/s/ Eliot G. Protsch
Eliot G. Protsch
Executive Vice President and Chief Financial Officer

November 13, 2003