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 March 31, 2004
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 April 30, 2004:
Alliant Energy Corporation	Common stock, $0.01 par value, 111,338,153 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	2
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Alliant Energy Corporation:
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003	2
	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003	5
	Notes to Condensed Consolidated Financial Statements	6
	Interstate Power and Light Company:
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003	14
	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	15
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003	17
	Notes to Condensed Consolidated Financial Statements	18
	Wisconsin Power and Light Company:
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003	20
	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	21
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003	23
	Notes to Condensed Consolidated Financial Statements	24
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
Part II.	Other Information	35
Item 1.	Legal Proceedings	35
Item 6.	Exhibits and Reports on Form 8-K	36
	Signatures	37

DEFINITIONS
Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q are defined below:
Abbreviation or Acronym	Definition
Alliant Energy	Alliant Energy Corporation
ATC	American Transmission Company LLC
Corporate Services	Alliant Energy Corporate Services, Inc.
Dth	Dekatherm
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EITF	Emerging Issues Task Force
Emery	Emery Generating Station
EPS	Earnings Per Average Common Share
FIN	Financial Accounting Standards Board 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
IUB	Iowa Utilities Board
Kewaunee	Kewaunee Nuclear Power Plant
MD&A	Management's Discussion and Analysis of Financial Condition and Results of Operations
MPUC	Minnesota Public Utilities Commission
MW	Megawatt
MWh	Megawatt-hour
N/A	Not Applicable
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 143	Accounting for Asset Retirement Obligations
South Beloit	South Beloit Water, Gas and Electric Company
TBD	To Be Determined
U.S.	United States of America
WP&L	Wisconsin Power and Light Company
WPC	Whiting Petroleum Corporation

1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months Ended March 31,
	2004		2003
	(in thousands, except per share amounts)
Operating revenues:
Domestic utility:
Electric	$467,906		$443,025
Gas	248,869		257,881
Other	19,378		23,299
Non-regulated	154,853		184,025
	891,006		908,230
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	198,051		196,239
Cost of gas sold	184,715		188,325
Other operation and maintenance	180,412		173,218
Non-regulated operation and maintenance	139,430		169,551
Depreciation and amortization	83,258		77,878
Taxes other than income taxes	26,301		26,076
	812,167		831,287
Operating income	78,839		76,943
Interest expense and other:
Interest expense	43,368		54,365
Loss on early extinguishment of debt	5,392		-
Equity (income) loss from unconsolidated investments	(16,627	)	4,254
Allowance for funds used during construction	(7,061	)	(3,861	)
Preferred dividend requirements of subsidiaries	4,678		4,158
Interest income and other	(143	)	(4,788	)
	29,607		54,128
Income from continuing operations before income taxes	49,232		22,815
Income taxes	15,165		8,176
Income from continuing operations	34,067		14,639
Loss from discontinued operations, net of tax (Note 7)	-		(9,134	)
Income before cumulative effect of changes in accounting principles	34,067		5,505
Cumulative effect of changes in accounting principles, net of tax	-		(5,983	)
Net income (loss)	$34,067		($478	)
Average number of common shares outstanding (basic)	111,153		92,511
Average number of common shares outstanding (diluted)	111,579		92,538
Earnings per average common share (basic and diluted):
Income from continuing operations	$0.31		$0.16
Loss from discontinued operations	-		(0.10	)
Cumulative effect of changes in accounting principles	-		(0.07	)
Net income (loss)	$0.31		($0.01	)
Dividends declared per common share	$0.25		$0.25

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

2

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 31,		December 31,
ASSETS	2004		2003
	(in thousands)
Property, plant and equipment:
Domestic utility:
Electric plant in service	$5,769,017		$5,707,478
Gas plant in service	653,912		646,439
Other plant in service	539,610		538,340
Accumulated depreciation	(3,046,010	)	(2,985,285	)
Net plant	3,916,529		3,906,972
Construction work in progress:
Emery generating facility	323,432		304,332
Other	170,978		152,684
Other, less accumulated depreciation (accum. depr.) of $3,302 and $3,242	66,858		68,611
Total domestic utility	4,477,797		4,432,599
Non-regulated and other:
Non-regulated Generation, less accum. depr. of $4,281 and $3,380	205,555		204,480
International, less accum. depr. of $36,799 and $33,708	196,967		198,875
Other Investments, less accum. depr. of $28,850 and $26,179	61,408		53,819
Integrated Services, less accum. depr. of $34,628 and $32,903	59,330		60,617
Corporate Services and other, less accum. depr. of $29,609 and $25,283	68,349		68,415
Total non-regulated and other	591,609		586,206
	5,069,406		5,018,805
Current assets:
Cash and temporary cash investments	196,432		242,281
Restricted cash	8,453		11,418
Accounts receivable:
Customer, less allowance for doubtful accounts of $5,302 and $5,522	168,886		80,664
Unbilled utility revenues	94,140		83,385
Other, less allowance for doubtful accounts of $874 and $786	62,898		94,733
Income tax refunds receivable	44,237		20,878
Production fuel, at average cost	46,359		54,148
Materials and supplies, at average cost	62,236		60,518
Gas stored underground, at average cost	15,912		90,964
Regulatory assets	43,285		61,777
Other	64,624		82,137
	807,462		882,903
Investments:
Investments in unconsolidated foreign entities	503,485		481,525
Nuclear decommissioning trust funds	395,774		381,524
Investment in ATC and other	267,494		260,511
	1,166,753		1,123,560
Other assets:
Regulatory assets	329,742		339,261
Deferred charges and other	393,525		410,917
	723,267		750,178
Total assets	$7,766,888		$7,775,446

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

3

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

	March 31,		December 31,
CAPITALIZATION AND LIABILITIES	2004		2003
	(in thousands, except share amounts)
Capitalization:
Common stock - $0.01 par value - authorized 200,000,000 shares;
outstanding 111,321,380 and 110,962,910 shares	$1,113		$1,110
Additional paid-in capital	1,653,113		1,643,572
Retained earnings	846,788		840,417
Accumulated other comprehensive loss	(100,661	)	(106,415	)
Shares in deferred compensation trust - 268,485 and 264,673 shares
at an average cost of $27.54 and $27.84 per share	(7,395	)	(7,370	)
Total common equity	2,392,958		2,371,314
Cumulative preferred stock of subsidiaries, net	243,803		243,803
Long-term debt, net (excluding current portion)	2,104,908		2,123,298
	4,741,669		4,738,415
Current liabilities:
Current maturities and sinking funds	69,346		69,281
Variable rate demand bonds	55,100		55,100
Commercial paper	122,500		107,500
Other short-term borrowings	16,717		21,495
Accounts payable	276,622		309,816
Accrued interest	45,180		43,962
Accrued taxes	55,927		70,835
Other	159,432		176,120
	800,824		854,109
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	719,135		702,648
Accumulated deferred investment tax credits	47,817		49,085
Regulatory liabilities	641,648		632,230
Asset retirement obligations	351,491		345,680
Pension and other benefit obligations	196,041		188,324
Other	210,607		212,413
	2,166,739		2,130,380
Minority interest	57,656		52,542
Total capitalization and liabilities	$7,766,888		$7,775,446

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

4

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

	For the Three Months Ended March 31,
	2004		2003
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$34,067		($478	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Loss from discontinued operations, net of tax	-		9,134
Depreciation and amortization	83,258		77,878
Other amortizations	17,046		16,510
Deferred tax expense and investment tax credits	14,065		10,830
Equity (income) loss from unconsolidated investments, net	(16,627	)	4,254
Distributions from equity method investments	6,863		2,969
Cumulative effect of changes in accounting principles, net of tax	-		5,983
Other	(6,256	)	(7,301	)
Other changes in assets and liabilities:
Accounts receivable	7,858		(83,197	)
Sale of utility accounts receivable	(75,000	)	25,000
Income tax refunds receivable	(23,359	)	(22,129	)
Gas stored underground	75,052		55,330
Accounts payable	(15,173	)	44,791
Adjustment clause balances	19,583		(22,299	)
Other	1,628		49,368
Net cash flows from operating activities	123,005		166,643
Cash flows from (used for) financing activities:
Common stock dividends	(27,696	)	(23,033	)
Proceeds from issuance of common stock	7,691		6,854
Proceeds from issuance of long-term debt	-		60,000
Reductions in long-term debt	(20,895	)	(670	)
Net change in commercial paper and other short-term borrowings	10,222		119,616
Net change in loans with discontinued operations	-		(17,501	)
Other	1,417		(14,629	)
Net cash flows from (used for) financing activities	(29,261	)	130,637
Cash flows used for investing activities:
Construction and acquisition expenditures:
Domestic utility business	(112,117	)	(103,457	)
Non-regulated businesses	(15,842	)	(180,286	)
Corporate Services	(4,290	)	(982	)
Nuclear decommissioning trust funds	(3,627	)	(3,455	)
Other	(3,717	)	(6,224	)
Net cash flows used for investing activities	(139,593	)	(294,404	)
Net increase (decrease) in cash and temporary cash investments	(45,849	)	2,876
Cash and temporary cash investments at beginning of period	242,281		62,859
Cash and temporary cash investments at end of period	$196,432		$65,735
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$42,415		$40,167
Income taxes, net of refunds	$19,049		($3,517	)
Noncash investing and financing activities:
Capital lease obligations incurred	$106		$2,131

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

5

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, IP&L’s and WP&L’s latest combined 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 months ended March 31, 2004 and 2003, (b) the consolidated financial position at March 31, 2004 and Dec. 31, 2003, and (c) the consolidated statement of cash flows for the three months ended March 31, 2004 and 2003, have been made. Because of the seasonal nature of Alliant Energy’s utility operations, results for the three months ended March 31, 2004 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2004. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2. Alliant Energy’s comprehensive income, and the components of other comprehensive income, net of taxes, for the three months ended March 31 were as follows (in thousands):

	2004		2003
Net income (loss)	$34,067		($478	)
Unrealized holding gains (losses) on securities, net of tax	3,925		(957	)
Less: reclassification adjustment for gains
included in net income (loss), net of tax	3		--
Net unrealized gains (losses) on securities	3,922		(957	)
Foreign currency translation adjustments, net of tax	1,714		28,232
Unrealized holding gains (losses) on qualifying derivatives, net
of tax	51		(5,274	)
Less: reclassification adjustment for losses
included in net income (loss), net of tax	(67	)	(6,012	)
Net unrealized gains (losses) on qualifying derivatives	118		738
Other comprehensive income	5,754		28,013
Comprehensive income	$39,821		$27,535

3. Certain financial information relating to Alliant Energy’s significant business segments is as follows. Intersegment revenues were not material to Alliant Energy’s operations.

	Domestic Utility Business					Non-regulated Businesses										Alliant
																Energy
	Electric	Gas	Other		Total	Int'l *		ISCO **		Other		Total		Other		Consolidated
	(in thousands)
Three Months Ended March 31, 2004
Operating revenues	$467,906	$248,869	$19,378		$736,153	$36,301		$108,638		$11,150		$156,089		($1,236	)	$891,006
Operating income (loss)	46,399	27,395	592		74,386	5,883		540		(1,628	)	4,795		(342	)	78,839
Net income (loss)					33,361	8,123		(3,020	)	(1,184	)	3,919		(3,213	)	34,067
Three Months Ended March 31, 2003
Operating revenues	$443,025	$257,881	$23,299		$724,205	$28,471		$147,753		$9,329		$185,553		($1,528	)	$908,230
Operating income (loss)	38,190	35,376	(1,240	)	72,326	1,617		5,425		(2,766	)	4,276		341		76,943
Income (loss) from continuing
operations					30,971	(8,386	)	1,564		(3,849	)	(10,671	)	(5,661	)	14,639
Income (loss) from discontinued
operations, net of tax					--	4,366		--		(13,500	)	(9,134	)	--		(9,134	)
Cumulative effect of changes in
accounting principles, net of tax					--	--		(2,078	)	(3,905	)	(5,983	)	--		(5,983	)
Net income (loss)					30,971	(4,020	)	(514	)	(21,254	)	(25,788	)	(5,661	)	(478	)
* Int'l = International       ** ISCO = Integrated Services

6

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, IP&L’s and WP&L’s combined Annual Report on Form 10-K for the year ended Dec. 31, 2003. The following information supplements, and should be read in conjunction with, Note 10(a) in Alliant Energy’s “Notes to Consolidated Financial Statements” in the Form 10-K for the year ended Dec. 31, 2003.

For the three months ended March 31, 2004, no income or loss was recognized in connection with hedge ineffectiveness in accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” and Alliant Energy reclassified a loss of $0.1 million into earnings as a result of the discontinuance of hedges. At March 31, 2004, the maximum length of time over which Alliant Energy hedged its exposure to the variability in future cash flows for forecasted transactions was five months and Alliant Energy estimates that income of $0.4 million will be reclassified from accumulated other comprehensive loss into earnings within the 12 months between April 1, 2004 and March 31, 2005 as the hedged transactions affect earnings.

6. A reconciliation of the weighted average common shares outstanding used in the basic and diluted EPS calculation for the three months ended March 31 was as follows:

	2004	2003
Weighted average common shares outstanding:
Basic EPS calculation	111,153,173	92,511,062
Effect of dilutive securities	425,781	27,312
Diluted EPS calculation	111,578,954	92,538,374

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 months ended March 31 as follows:

	2004	2003
Options to purchase shares of common stock	3,401,588	4,799,336
Average exercise price of options excluded	$29.34	$26.95

The effect on net income (loss) and EPS for the three months ended March 31 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):

	2004	2003
Net income (loss), as reported	$34,067	($478	)
Less: stock-based compensation expense, net of tax	441	891
Pro forma net income (loss)	$33,626	($1,369	)
EPS (basic and diluted):
As reported	$0.31	($0.01	)
Pro forma	$0.30	($0.01	)

7. Alliant Energy completed the sale of its Australian, affordable housing and SmartEnergy, Inc. businesses in the second, third and third quarters of 2003, respectively. In the fourth quarter of 2003, Alliant Energy completed an initial public offering of WPC, leaving Alliant Energy with an approximate 6% ownership interest in WPC that is accounted for under the cost method as of March 31, 2004. The operating results for these non-regulated businesses for the three months ended March 31, 2003 have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Financial Statements.

7

A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statement of Income for the three months ended March 31, 2003 was as follows (in thousands):

Operating revenues	$66,909
Operating expenses	41,987
Interest expense and other	31,493
Loss before income taxes	(6,571	)
Income taxes	2,563
Loss from discontinued operations, net of tax	($9,134	)

“Interest expense and other” in the first quarter of 2003 included pre-tax valuation adjustments of approximately $35 million to reflect updated estimates of the market value, less selling costs, of the $1 billion of assets classified as assets held for sale as of March 31, 2003.

A summary of the components of cash flows for discontinued operations for the three months ended March 31, 2003 was as follows (in thousands):

Net cash flows from operating activities	$9,932
Net cash flows from financing activities	8,987
Net cash flows used for investing activities	(2,554	)
Net increase in cash and temporary cash investments	16,365
Cash and temporary cash investments at beginning of period	16,043
Cash and temporary cash investments at end of period	$32,408
Supplemental cash flows information:
Cash paid during the period for:
Interest	$7,071
Income taxes, net of refunds	$2,498

8. As of March 31, 2004, Alliant Energy adopted revised FIN 46 guidance (FIN 46R). The entities that Alliant Energy consolidated as a result of this guidance did not have a material impact on its financial condition or results of operations. Upon adoption of FIN 46R, Alliant Energy evaluated all tolling and purchased-power agreements it has with entities that own a single power plant. After making an exhaustive effort, Alliant Energy concluded that for two of these arrangements, the Riverside and RockGen plants, it is unable to obtain the information necessary from the counterparty to these agreements to determine whether the entity is a variable interest entity and if Alliant Energy is the primary beneficiary. These entities consist of power plants that can sell some or all of their output to Alliant Energy’s utility subsidiaries. The output is purchased at a variable price which correlates with some of the major operating costs of the plant. As a result, Alliant Energy’s utility subsidiaries assume some of the variability inherent in the operation of these plants. The utility subsidiaries have not incurred costs related to the Riverside contract as of March 31, 2004 as the plant is not expected to be operational until the second quarter of 2004. WP&L has incurred costs related to the RockGen contract of approximately $17 million and $12 million for the quarters ended March 31, 2004 and 2003, respectively. Alliant Energy’s maximum exposure to loss from these contracts is undeterminable due to the inability to obtain the necessary information to complete such evaluation.

9. Pursuant to SFAS 143, a reconciliation of the changes in asset retirement obligations associated with long-lived assets is as follows (in millions):

	IP&L	WP&L	Total
Balance at Jan. 1, 2004	$158	$188	$346
Accretion expense	3	3	6
Balance at March 31, 2004	$161	$191	$352

8

10. The components of Alliant Energy’s qualified and non-qualified pension benefits and other postretirement benefits costs for the three months ended March 31 were as follows (in thousands):

	Pension Benefits				Other Postretirement Benefits
	2004		2003		2004		2003
Service cost	$4,740		$4,036		$2,788		$1,894
Interest cost	10,952		10,898		3,676		3,665
Expected return on plan assets	(11,581	)	(10,153	)	(1,550	)	(1,339	)
Amortization of:
Transition obligation (asset)	(78	)	(132	)	475		918
Prior service cost	704		796		(188	)	(76	)
Actuarial loss	2,090		2,181		1,549		665
	$6,827		$7,626		$6,750		$5,727

Alliant Energy estimates that funding for the pension and postretirement benefit plans for 2004 will be approximately $60 million and $16 million, respectively.

11. In March 2004, WP&L discontinued its participation in the combined utility customer accounts receivable sale program, which is not expected to have a negative effect on its liquidity. WP&L had no receivables sold and no short-term debt outstanding at the time it discontinued its participation in the program. At March 31, 2004 and Dec. 31, 2003, Alliant Energy had sold $101 million (all at IP&L) and $176 million ($126 million at IP&L and $50 million at WP&L) of domestic utility customer accounts receivable, respectively.

12. WP&L has signed a definitive agreement to sell its 41% ownership interest in Kewaunee to a subsidiary of Dominion Resources, Inc. (Dominion). Pending various regulatory approvals, including PSCW and Nuclear Regulatory Commission, the transaction is expected to be completed in 2004. Approval has already been obtained from the Federal Trade Commission, IUB and MPUC, and certain approvals have been obtained from the Federal Energy Regulatory Commission.

WP&L anticipates that 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 an after-tax value of $69 million on March 31, 2004. Dominion will assume responsibility for the eventual decommissioning of Kewaunee and will receive WP&L’s qualified decommissioning trust assets which had an after-tax value of $172 million on March 31, 2004. The gross cash proceeds from the sale are expected to slightly exceed WP&L’s carrying value of the assets being sold. WP&L has requested 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. As of March 31, 2004, WP&L’s share of the carrying value of the assets and liabilities included within the sale agreement were as follows (amounts in millions):

Investments	$172	Asset retirement obligations	$190
Property, plant and equipment, net	78	Regulatory liabilities	(4	)
Other	9
Total assets	$259	Total liabilities	$186

The assets and liabilities above do not meet the criteria to be classified as held for sale on the Condensed Consolidated Balance Sheets under the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” due to the uncertainties inherent in the regulatory process. 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 Kewaunee’s current operating license will expire. In April 2004, WP&L entered into an exclusivity agreement with Dominion. Under this agreement, if Dominion decides to extend the operating license of Kewaunee, Dominion agreed to negotiate only with WP&L and Wisconsin Public Service Corporation for new purchased-power agreements for their respective share of the plant output that would extend beyond Kewaunee’s current operating license termination date. The exclusivity period will start on the closing date of the sale and will extend through Dec. 21, 2011.

13. 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:

9

Alliant Energy Corporation Condensed Consolidating Statements of Income for the Three Months Ended March 31, 2004 and 2003

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Three Months Ended March 31, 2004	(in thousands)
Operating revenues:
Domestic utility:
Electric	$-		$-		$467,906		$-		$467,906
Gas	-		-		248,869		-		248,869
Other	-		-		19,378		-		19,378
Non-regulated	-		156,089		81,633		(82,869	)	154,853
	-		156,089		817,786		(82,869	)	891,006
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		198,051		-		198,051
Cost of gas sold	-		-		184,715		-		184,715
Other operation and maintenance	-		-		180,412		-		180,412
Non-regulated operation and maintenance	331		140,337		74,474		(75,712	)	139,430
Depreciation and amortization	13		8,853		78,718		(4,326	)	83,258
Taxes other than income taxes	(1	)	2,104		26,108		(1,910	)	26,301
	343		151,294		742,478		(81,948	)	812,167
Operating income (loss)	(343	)	4,795		75,308		(921	)	78,839
Interest expense and other:
Interest expense	200		19,398		24,693		(923	)	43,368
Loss on early extinguishment of debt	-		5,392		-		-		5,392
Equity income from unconsolidated investments	-		(11,948	)	(4,679	)	-		(16,627	)
Allowance for funds used during construction	-		-		(7,133	)	72		(7,061	)
Preferred dividend requirements of subsidiaries	-		-		4,678		-		4,678
Interest income and other	(37,399	)	457		(572	)	37,371		(143	)
	(37,199	)	13,299		16,987		36,520		29,607
Income (loss) before income taxes	36,856		(8,504	)	58,321		(37,441	)	49,232
Income tax expense (benefit)	2,789		(12,423	)	24,954		(155	)	15,165
Net income	$34,067		$3,919		$33,367		($37,286	)	$34,067
Three Months Ended March 31, 2003
Operating revenues:
Domestic utility:
Electric	$-		$-		$443,025		$-		$443,025
Gas	-		-		257,881		-		257,881
Other	-		-		23,299		-		23,299
Non-regulated	-		185,553		87,028		(88,556	)	184,025
	-		185,553		811,233		(88,556	)	908,230
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		196,239		-		196,239
Cost of gas sold	-		-		188,325		-		188,325
Other operation and maintenance	-		-		173,218		-		173,218
Non-regulated operation and maintenance	312		171,429		80,386		(82,576	)	169,551
Depreciation and amortization	8		8,119		73,616		(3,865	)	77,878
Taxes other than income taxes	3		1,729		26,274		(1,930	)	26,076
	323		181,277		738,058		(88,371	)	831,287
Operating income (loss)	(323	)	4,276		73,175		(185	)	76,943
Interest expense and other:
Interest expense	3,900		26,850		26,379		(2,764	)	54,365
Equity (income) loss from unconsolidated investments	-		8,475		(4,221	)	-		4,254
Allowance for funds used during construction	-		-		(3,908	)	47		(3,861	)
Preferred dividend requirements of subsidiaries	-		-		4,158		-		4,158
Interest income and other	(7,910	)	(4,496	)	(266	)	7,884		(4,788	)
	(4,010	)	30,829		22,142		5,167		54,128
Income (loss) from continuing operations before income taxes	3,687		(26,553	)	51,033		(5,352	)	22,815
Income tax expense (benefit)	4,165		(15,882	)	20,032		(139	)	8,176
Income (loss) from continuing operations	(478	)	(10,671	)	31,001		(5,213	)	14,639
Loss from discontinued operations, net of tax	-		(9,134	)	-		-		(9,134	)
Income (loss) before cumulative effect of changes in
accounting principles	(478	)	(19,805	)	31,001		(5,213	)	5,505
Cumulative effect of changes in accounting principles, net of tax	-		(5,983	)	-		-		(5,983	)
Net income (loss)	($478	)	($25,788	)	$31,001		($5,213	)	($478	)

10

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of March 31, 2004

	Alliant Energy				Other				Consolidated
	Parent				Alliant Energy		Consolidating		Alliant
ASSETS	Company		Resources		Subsidiaries		Adjustments		Energy
Property, plant and equipment:	(in thousands)
Domestic utility:
Electric plant in service	$-		$-		$5,769,017		$-		$5,769,017
Other plant in service	-		-		1,193,522		-		1,193,522
Accumulated depreciation	-		-		(3,046,010	)	-		(3,046,010	)
Construction work in progress	-		-		494,410		-		494,410
Other, net	-		-		66,858		-		66,858
Total domestic utility	-		-		4,477,797		-		4,477,797
Non-regulated and other, net	-		523,037		68,683		(111	)	591,609
	-		523,037		4,546,480		(111	)	5,069,406
Current assets:
Restricted cash	-		5,403		3,050		-		8,453
Accounts receivable, net	7,718		99,492		283,169		(64,455	)	325,924
Income tax refunds receivable	32,111		22,833		36,591		(47,298	)	44,237
Gas stored underground, at average cost	-		63		15,849		-		15,912
Regulatory assets	-		-		43,285		-		43,285
Other	48,565		128,736		207,265		(14,915	)	369,651
	88,394		256,527		589,209		(126,668	)	807,462
Investments:
Consolidated subsidiaries	2,320,579		-		10		(2,320,589	)	-
Other	12,592		594,870		559,291		-		1,166,753
	2,333,171		594,870		559,301		(2,320,589	)	1,166,753
Deferred charges and other	5,664		173,240		591,364		(47,001	)	723,267
Total assets	$2,427,229		$1,547,674		$6,286,354		($2,494,369	)	$7,766,888
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,654,226		$232,878		$1,274,786		($1,507,664	)	$1,654,226
Retained earnings	846,788		116,922		796,769		(913,691	)	846,788
Accumulated other comprehensive loss	(100,661	)	(63,348	)	(37,313	)	100,661		(100,661	)
Shares in deferred compensation trust	(7,395	)	-		-		-		(7,395	)
Total common equity	2,392,958		286,452		2,034,242		(2,320,694	)	2,392,958
Cumulative preferred stock of subsidiaries, net	-		-		243,803		-		243,803
Long-term debt, net (excluding current portion)	-		855,590		1,249,318		-		2,104,908
	2,392,958		1,142,042		3,527,363		(2,320,694	)	4,741,669
Current liabilities	34,323		167,705		725,464		(126,668	)	800,824
Other long-term liabilities and deferred credits	(52	)	180,271		2,033,527		(47,007	)	2,166,739
Minority interest	-		57,656		-		-		57,656
Total capitalization and liabilities	$2,427,229		$1,547,674		$6,286,354		($2,494,369	)	$7,766,888

11

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2003

	Alliant Energy				Other				Consolidated
	Parent				Alliant Energy		Consolidating		Alliant
ASSETS	Company		Resources		Subsidiaries		Adjustments		Energy
Property, plant and equipment:	(in thousands)
Domestic utility:
Electric plant in service	$-		$-		$5,707,478		$-		$5,707,478
Other plant in service	-		-		1,184,779		-		1,184,779
Accumulated depreciation	-		-		(2,985,285	)	-		(2,985,285	)
Construction work in progress	-		-		457,016		-		457,016
Other, net	-		-		68,611		-		68,611
Total domestic utility	-		-		4,432,599		-		4,432,599
Non-regulated and other, net	-		517,598		68,719		(111	)	586,206
	-		517,598		4,501,318		(111	)	5,018,805
Current assets:
Restricted cash	-		8,401		3,017		-		11,418
Accounts receivable, net	6,581		90,442		225,783		(64,024	)	258,782
Income tax refunds receivable	9,127		7,122		51,927		(47,298	)	20,878
Gas stored underground, at average cost	-		41,666		49,298		-		90,964
Regulatory assets	-		-		61,777		-		61,777
Other	40,232		185,392		217,118		(3,658	)	439,084
	55,940		333,023		608,920		(114,980	)	882,903
Investments:
Consolidated subsidiaries	2,324,030		-		10		(2,324,040	)	-
Other	12,422		567,965		543,173		-		1,123,560
	2,336,452		567,965		543,183		(2,324,040	)	1,123,560
Deferred charges and other	4,146		174,614		613,446		(42,028	)	750,178
Total assets	$2,396,538		$1,593,200		$6,266,867		($2,481,159	)	$7,775,446
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,644,682		$232,743		$1,274,663		($1,507,406	)	$1,644,682
Retained earnings	840,417		113,004		810,149		(923,153	)	840,417
Accumulated other comprehensive loss	(106,415	)	(69,102	)	(37,313	)	106,415		(106,415	)
Shares in deferred compensation trust	(7,370	)	-		-		-		(7,370	)
Total common equity	2,371,314		276,645		2,047,499		(2,324,144	)	2,371,314
Cumulative preferred stock of subsidiaries, net	-		-		243,803		-		243,803
Long-term debt, net (excluding current portion)	-		874,079		1,249,219		-		2,123,298
	2,371,314		1,150,724		3,540,521		(2,324,144	)	4,738,415
Current liabilities	22,049		218,068		728,972		(114,980	)	854,109
Other long-term liabilities and deferred credits	3,175		171,866		1,997,374		(42,035	)	2,130,380
Minority interest	-		52,542		-		-		52,542
Total capitalization and liabilities	$2,396,538		$1,593,200		$6,266,867		($2,481,159	)	$7,775,446

12

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Three Months Ended March 31, 2004	(in thousands)
Net cash flows from (used for) operating activities	$22,069		($8,599	)	$151,499		($41,964	)	$123,005
Cash flows used for financing activities:
Common stock dividends	(27,696	)	-		(46,747	)	46,747		(27,696	)
Reductions in long-term debt	-		(20,895	)	-		-		(20,895	)
Net change in commercial paper and other short-term borrowings	(12,712	)	(5,027	)	27,961		-		10,222
Other	7,630		3,036		(5,978	)	4,420		9,108
Net cash flows used for financing activities	(32,778	)	(22,886	)	(24,764	)	51,167		(29,261	)
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Domestic utility business	-		-		(112,117	)	-		(112,117	)
Non-regulated businesses	-		(15,842	)	-		-		(15,842	)
Corporate Services	-		-		(4,290	)	-		(4,290	)
Other	9,437		993		(8,571	)	(9,203	)	(7,344	)
Net cash flows from (used for) investing activities	9,437		(14,849	)	(124,978	)	(9,203	)	(139,593	)
Net increase (decrease) in cash and temporary cash investments	(1,272	)	(46,334	)	1,757		-		(45,849	)
Cash and temporary cash investments at beginning of period	35,776		144,361		62,144		-		242,281
Cash and temporary cash investments at end of period	$34,504		$98,027		$63,901		$-		$196,432
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$164		$17,942		$24,309		$-		$42,415
Income taxes, net of refunds	$1,273		$25,569		($7,793	)	$-		$19,049
Noncash investing and financing activities:
Capital lease obligations incurred	$-		$-		$106		$-		$106
Three Months Ended March 31, 2003
Net cash flows from (used for) operating activities	($1,864	)	($20,575	)	$198,454		($9,372	)	$166,643
Cash flows from (used for) financing activities:
Common stock dividends	(23,033	)	-		(37,039	)	37,039		(23,033	)
Proceeds from issuance of long-term debt	-		60,000		-		-		60,000
Reductions in long-term debt	-		(670	)	-		-		(670	)
Net change in commercial paper and other short-term borrowings	(9,729	)	65,040		64,305		-		119,616
Net change in loans with discontinued operations	-		(17,501	)	-		-		(17,501	)
Other	5,143		(3,018	)	(14,118	)	4,218		(7,775	)
Net cash flows from (used for) financing activities	(27,619	)	103,851		13,148		41,257		130,637
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Domestic utility business	-		-		(212,304	)	108,847		(103,457	)
Non-regulated businesses	-		(180,286	)	-		-		(180,286	)
Corporate Services	-		-		(982	)	-		(982	)
Other	31,801		107,657		(8,405	)	(140,732	)	(9,679	)
Net cash flows from (used for) investing activities	31,801		(72,629	)	(221,691	)	(31,885	)	(294,404	)
Net increase (decrease) in cash and temporary cash investments	2,318		10,647		(10,089	)	-		2,876
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	$2,322		$57,883		$5,530		$-		$65,735
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$3,223		$9,621		$27,323		$-		$40,167
Income taxes, net of refunds	($3,902	)	($7,278	)	$7,663		$-		($3,517	)
Noncash investing and financing activities:
Capital lease obligations incurred	$-		$-		$2,131		$-		$2,131

13

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

	For the Three Months Ended March 31,
	2004		2003
	(in thousands)
Operating revenues:
Electric utility	$242,282		$230,329
Gas utility	137,705		126,677
Steam and other	16,800		20,297
	396,787		377,303
Operating expenses:
Electric production fuel and purchased power	85,757		72,702
Cost of gas sold	107,292		91,771
Other operation and maintenance	105,985		102,432
Depreciation and amortization	47,264		40,427
Taxes other than income taxes	14,976		15,700
	361,274		323,032
Operating income	35,513		54,271
Interest expense and other:
Interest expense	15,323		15,895
Allowance for funds used during construction	(6,202	)	(2,544	)
Interest income and other	(401	)	(126	)
	8,720		13,225
Income before income taxes	26,793		41,046
Income taxes	11,058		16,089
Net income	15,735		24,957
Preferred dividend requirements	3,850		3,330
Earnings available for common stock	$11,885		$21,627

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

14

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

	March 31,		December 31,
ASSETS	2004		2003
	(in thousands)
Property, plant and equipment:
Electric plant in service	$3,745,718		$3,705,472
Gas plant in service	348,280		345,238
Steam plant in service	60,184		60,184
Other plant in service	204,929		202,519
Accumulated depreciation	(1,883,456	)	(1,845,686	)
Net plant	2,475,655		2,467,727
Construction work in progress:
Emery generating facility	323,432		304,332
Other	96,949		85,484
Other, less accumulated depreciation of $3,001 and $2,941	52,065		52,894
	2,948,101		2,910,437
Current assets:
Cash and temporary cash investments	12,062		2,062
Accounts receivable:
Customer, less allowance for doubtful accounts of $1,769 and $1,262	49,079		18,035
Associated companies	3,625		2,556
Other, less allowance for doubtful accounts of $541 and $145	23,519		51,775
Income tax refunds receivable	15,678		34,838
Production fuel, at average cost	27,698		28,269
Materials and supplies, at average cost	30,931		30,904
Gas stored underground, at average cost	6,309		25,021
Regulatory assets	21,962		37,552
Prepayments and other	6,644		10,619
	197,507		241,631
Investments:
Nuclear decommissioning trust funds	154,424		147,859
Other	14,443		14,233
	168,867		162,092
Other assets:
Regulatory assets	242,839		243,317
Deferred charges and other	40,871		41,563
	283,710		284,880
Total assets	$3,598,185		$3,599,040

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

15

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

	March 31,		December 31,
CAPITALIZATION AND LIABILITIES	2004		2003
	(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	646,169		646,077
Retained earnings	359,793		372,421
Accumulated other comprehensive loss	(17,078	)	(17,078	)
Total common equity	1,022,311		1,034,847
Cumulative preferred stock	183,840		183,840
Long-term debt, net	837,878		837,810
	2,044,029		2,056,497
Current liabilities:
Commercial paper	122,500		107,500
Accounts payable	112,428		124,336
Accounts payable to associated companies	23,885		22,492
Accrued taxes	45,067		58,272
Other	66,613		68,341
	370,493		380,941
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	365,280		351,857
Accumulated deferred investment tax credits	26,740		27,614
Regulatory liabilities	410,178		404,274
Asset retirement obligations	160,830		158,322
Pension and other benefit obligations	95,767		91,925
Other	124,868		127,610
	1,183,663		1,161,602
Total capitalization and liabilities	$3,598,185		$3,599,040

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

16

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

	For the Three Months Ended March 31,
	2004		2003
	(in thousands)
Cash flows from operating activities:
Net income	$15,735		$24,957
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	47,264		40,427
Amortization of leased nuclear fuel	3,677		2,965
Deferred tax expense and investment tax credits	8,559		4,890
Other	(1,655	)	(2,638	)
Other changes in assets and liabilities:
Accounts receivable	21,143		82
Sale of accounts receivable	(25,000	)	5,000
Income tax refunds receivable	19,160		-
Gas stored underground	18,712		15,181
Accounts payable	(4,934	)	52,992
Accrued taxes	(13,205	)	(950	)
Adjustment clause balances	20,588		(22,306	)
Other	(708	)	9,276
Net cash flows from operating activities	109,336		129,876
Cash flows from (used for) financing activities:
Common stock dividends	(24,513	)	(21,544	)
Preferred stock dividends	(3,850	)	(3,330	)
Net change in commercial paper	15,000		75,500
Principal payments under capital lease obligations	(2,468	)	(3,969	)
Other	10,024		8,261
Net cash flows from (used for) financing activities	(5,807	)	54,918
Cash flows used for investing activities:
Utility construction expenditures	(76,432	)	(181,015	)
Nuclear decommissioning trust funds	(2,908	)	(2,736	)
Other	(14,189	)	(5,542	)
Net cash flows used for investing activities	(93,529	)	(189,293	)
Net increase (decrease) in cash and temporary cash investments	10,000		(4,499	)
Cash and temporary cash investments at beginning of period	2,062		6,076
Cash and temporary cash investments at end of period	$12,062		$1,577
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$17,329		$16,742
Income taxes, net of refunds	($13,389	)	($7,390	)
Noncash investing and financing activities:
Capital lease obligations incurred	$106		$2,131

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

17

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 months ended March 31, 2004 and 2003, (b) the consolidated financial position at March 31, 2004 and Dec. 31, 2003, and (c) the consolidated statement of cash flows for the three months ended March 31, 2004 and 2003, have been made. Because of the seasonal nature of IP&L’s operations, results for the three months ended March 31, 2004 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2004. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation.

2. For the three months ended March 31, 2004 and 2003, 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 as follows. Intersegment revenues were not material to IP&L’s operations.

	Electric	Gas	Other	Total
	(in thousands)
Three Months Ended March 31, 2004
Operating revenues	$242,282	$137,705	$16,800	$396,787
Operating income	23,547	9,578	2,388	35,513
Earnings available for common stock				11,885
Three Months Ended March 31, 2003
Operating revenues	$230,329	$126,677	$20,297	$377,303
Operating income	38,030	15,443	798	54,271
Earnings available for common stock				21,627

10. The components of IP&L’s qualified pension benefits and other postretirement benefits costs for the three months ended March 31 were as follows (in thousands):

	Qualified Pension Benefits				Other Postretirement Benefits
	2004		2003		2004		2003
Service cost	$1,519		$1,275		$925		$545
Interest cost	3,181		3,075		1,975		2,138
Expected return on plan assets	(3,374	)	(2,885	)	(1,150	)	(980	)
Amortization of:
Transition obligation (asset)	(52	)	(49	)	200		649
Prior service cost	322		331		(125	)	(62	)
Actuarial loss	501		472		950		416
	$2,097		$2,219		$2,775		$2,706

18

The pension benefits costs shown in the previous table represent only the pension benefits costs for bargaining unit employees of IP&L covered under the bargaining unit pension plans that are sponsored by IP&L. The pension benefits costs for IP&L’s non-bargaining employees who are now participants in other Alliant Energy plans was $0.7 million and $1.1 million for the three months ended March 31, 2004 and 2003, respectively. In addition, Corporate Services provides services to IP&L. The allocated pension benefits costs associated with these services was $0.9 million and $0.8 million for the three months ended March 31, 2004 and 2003, respectively. The other postretirement benefits costs shown previously represent the allocated other postretirement benefits costs for all IP&L plans. The allocated other postretirement benefits costs associated with Corporate Services for IP&L was $0.6 million and $0.4 million for the three months ended March 31, 2004 and 2003, respectively.

IP&L estimates that funding for the qualified pension and postretirement benefit plans for 2004 will be approximately $19 million and $12 million, respectively.

19

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

	For the Three Months Ended March 31,
	2004		2003
	(in thousands)
Operating revenues:
Electric utility	$225,624		$212,696
Gas utility	111,164		131,204
Other	2,578		3,002
	339,366		346,902
Operating expenses:
Electric production fuel and purchased power	112,294		123,537
Cost of gas sold	77,423		96,554
Other operation and maintenance	74,424		70,784
Depreciation and amortization	27,127		29,324
Taxes other than income taxes	9,221		8,645
	300,489		328,844
Operating income	38,877		18,058
Interest expense and other:
Interest expense	8,447		9,706
Interest income	(100	)	(134	)
Equity income from unconsolidated investments	(4,647	)	(4,116	)
Allowance for funds used during construction	(859	)	(1,317	)
	2,841		4,139
Income before income taxes	36,036		13,919
Income taxes	13,741		3,804
Net income	22,295		10,115
Preferred dividend requirements	828		828
Earnings available for common stock	$21,467		$9,287

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

20

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

	March 31,		December 31,
ASSETS	2004		2003
	(in thousands)
Property, plant and equipment:
Electric plant in service	$2,023,299		$2,002,006
Gas plant in service	305,632		301,201
Other plant in service	274,497		275,637
Accumulated depreciation	(1,162,554	)	(1,139,599	)
Net plant	1,440,874		1,439,245
Construction work in progress	74,029		67,200
Other, less accumulated depreciation of $301 for both periods	14,793		15,717
	1,529,696		1,522,162
Current assets:
Cash and temporary cash investments	15,041		27,075
Accounts receivable:
Customer, less allowance for doubtful accounts of $2,034 and $2,662	127,225		78,934
Other, less allowance for doubtful accounts of $91 and $422	19,882		24,374
Income tax refunds receivable	23,264		16,795
Production fuel, at average cost	14,616		17,655
Materials and supplies, at average cost	24,720		22,922
Gas stored underground, at average cost	9,540		24,277
Regulatory assets	21,323		24,225
Prepaid gross receipts tax	21,256		28,341
Other	12,319		14,591
	289,186		279,189
Investments:
Nuclear decommissioning trust funds	241,350		233,665
Investment in ATC and other	145,716		144,075
	387,066		377,740
Other assets:
Regulatory assets	86,903		95,944
Deferred charges and other	181,891		194,242
	268,794		290,186
Total assets	$2,474,742		$2,469,277

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

21

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

	March 31,		December 31,
CAPITALIZATION AND LIABILITIES	2004		2003
	(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	525,635		525,603
Retained earnings	439,518		440,286
Accumulated other comprehensive loss	(20,235	)	(20,235	)
Total common equity	1,011,101		1,011,837
Cumulative preferred stock	59,963		59,963
Long-term debt, net (excluding current portion)	336,440		336,409
	1,407,504		1,408,209
Current liabilities:
Current maturities	62,000		62,000
Variable rate demand bonds	55,100		55,100
Accounts payable	63,019		80,051
Accounts payable to associated companies	28,577		22,615
Accrued taxes	14,826		6,284
Regulatory liabilities	13,183		13,874
Other	29,699		27,196
	266,404		267,120
Other long-term liabilities and deferred credits:
Accumulated deferred income taxes	213,859		213,652
Accumulated deferred investment tax credits	21,077		21,471
Regulatory liabilities	231,470		227,956
Asset retirement obligations	190,661		187,358
Pension and other benefit obligations	61,083		59,042
Other	82,684		84,469
	800,834		793,948
Total capitalization and liabilities	$2,474,742		$2,469,277

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

22

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

	For the Three Months Ended March 31,
	2004		2003
	(in thousands)
Cash flows from operating activities:
Net income	$22,295		$10,115
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	27,127		29,324
Amortization of nuclear fuel	1,380		1,525
Amortization of deferred energy efficiency expenditures	8,529		9,434
Deferred tax expense and investment tax credits	334		2,315
Equity income from unconsolidated investments, net	(4,647	)	(4,116	)
Distributions from equity method investments	6,713		2,744
Other	(148	)	(913	)
Other changes in assets and liabilities:
Accounts receivable	6,201		(71,340	)
Sale of accounts receivable	(50,000	)	20,000
Gas stored underground	14,737		14,049
Prepaid gross receipts tax	7,085		6,847
Accounts payable	(412	)	47,469
Accrued taxes	8,542		(13,537	)
Other	1,852		2,536
Net cash flows from operating activities	49,588		56,452
Cash flows used for financing activities:
Common stock dividends	(22,235	)	(15,496	)
Preferred stock dividends	(828	)	(828	)
Net change in commercial paper	-		(3,500	)
Other	(5,616	)	(9,025	)
Net cash flows used for financing activities	(28,679	)	(28,849	)
Cash flows used for investing activities:
Utility construction expenditures	(35,685	)	(31,264	)
Nuclear decommissioning trust funds	(719	)	(719	)
Other	3,461		(3,123	)
Net cash flows used for investing activities	(32,943	)	(35,106	)
Net decrease in cash and temporary cash investments	(12,034	)	(7,503	)
Cash and temporary cash investments at beginning of period	27,075		8,577
Cash and temporary cash investments at end of period	$15,041		$1,074
Supplemental cash flows information:
Cash paid during the period for:
Interest	$7,833		$10,581
Income taxes, net of refunds	$8,695		$16,274

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

23

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 months ended March 31, 2004 and 2003, (b) the consolidated financial position at March 31, 2004 and Dec. 31, 2003, and (c) the consolidated statement of cash flows for the three months ended March 31, 2004 and 2003, have been made. Because of the seasonal nature of WP&L’s operations, results for the three months ended March 31, 2004 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2004. 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 loss, net of taxes, for the three months ended March 31 were as follows (in thousands):

	2004	2003
Earnings available for common stock	$21,467	$9,287
Unrealized holding losses on qualifying derivatives, net of tax	--	(5,914	)
Less: reclassification adjustment for losses included in earnings
available for common stock, net of tax	--	(5,597	)
Net unrealized losses on qualifying derivatives	--	(317	)
Other comprehensive loss	--	(317	)
Comprehensive income	$21,467	$8,970

3. Certain financial information relating to WP&L’s significant business segments is as follows. For the three months ended March 31, 2003, gas revenues included $17 million 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 March 31, 2004
Operating revenues	$225,624	$111,164	$2,578		$339,366
Operating income (loss)	22,856	17,817	(1,796	)	38,877
Earnings available for common stock					21,467
Three Months Ended March 31, 2003
Operating revenues	$212,696	$131,204	$3,002		$346,902
Operating income (loss)	163	19,933	(2,038	)	18,058
Earnings available for common stock					9,287

24

10. The components of WP&L’s qualified pension benefits and other postretirement benefits costs for the three months ended March 31 were as follows (in thousands):

	Qualified Pension Benefits				Other Postretirement Benefits
	2004		2003		2004		2003
Service cost	$1,216		$991		$1,075		$847
Interest cost	2,737		2,642		1,400		1,309
Expected return on plan assets	(3,861	)	(3,377	)	(400	)	(359	)
Amortization of:
Transition obligation	--		--		275		287
Prior service cost	103		104		--		(5	)
Actuarial loss	830		883		450		204
	$1,025		$1,243		$2,800		$2,283

The pension benefits costs shown in the previous table represent only the pension benefits costs for bargaining unit employees of WP&L covered under the bargaining unit pension plan that is sponsored by WP&L. The pension benefits costs for WP&L’s non-bargaining employees who are now participants in other Alliant Energy plans was $0.1 million and $0.5 million for the three months ended March 31, 2004 and 2003, respectively. In addition, Corporate Services provides services to WP&L. The allocated pension benefits costs associated with these services was $0.5 million for both the three months ended March 31, 2004 and 2003. The other postretirement benefits costs shown previously represent the allocated other postretirement benefits costs for all WP&L plans. The allocated other postretirement benefits costs associated with Corporate Services for WP&L was $0.4 million and $0.3 million for the three months ended March 31, 2004 and 2003, respectively.

WP&L estimates that funding for the qualified pension and postretirement benefit plans for 2004 will be $0 and approximately $4 million, respectively.

25

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, IP&L’s and WP&L’s latest combined 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 potential energy-related legislation in Congress, 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 in current and future rate proceedings, including achieving an appropriate level of interim rates in IP&L’s current Iowa electric case, as well as the payment of expected levels of dividends; unanticipated construction and acquisition expenditures; unanticipated issues or delays in connection with Alliant Energy’s construction of new generating facilities; issues related to the supply of purchased electricity and price thereof, including the ability to recover purchased-power and fuel costs in a timely manner through rates; issues related to electric transmission, including recovery of costs incurred, and federal legislation and regulation affecting such transmission; risks related to the operations of Alliant Energy’s nuclear facilities and unanticipated issues relating to the pending 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; the amount of premiums incurred in connection with Alliant Energy’s planned debt reductions; improved results from Alliant Energy’s Brazil investments in 2004 compared to prior years; improved results from Alliant Energy’s other non-regulated businesses as a whole; stable foreign exchange rates; 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; the ability to successfully complete ongoing tax audits and appeals with no material impact on Alliant Energy’s earnings or cash flows; 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 OVERVIEW

Alliant Energy’s domestic utility business is its core business and the sole growth platform within its strategic plan. The strategic plan is concentrated on building and maintaining the generation and infrastructure necessary to provide Alliant Energy’s domestic utility customers with safe, reliable and environmentally sound energy service. Alliant Energy’s strategic plan also includes focusing on the profitability and cash flows of its remaining non-regulated businesses which will serve as ongoing business platforms. The following is an update related to recent activities of Alliant Energy’s domestic utility generation plan announced in December 2003:

• IP&L's 565 MW, combined-cycle, natural gas-fired generating facility (Emery) near Mason City, Iowa is currently being tested and is anticipated to be ready for commercial operation in June.
• Calpine Corporation's 600 MW, combined-cycle, natural gas-fired generating facility (Riverside) in Beloit, Wisconsin is also currently being tested and is expected to be placed into service this summer. WP&L has contracted for 453 MW of this plant's output.
• Alliant Energy continues to make steady progress related to acquiring regulatory approvals for the 300 MW, simple cycle, natural gas-fired generating facility Alliant Energy plans to construct near Sheboygan Falls, Wisconsin that is intended to be placed in service in 2005.
• In March 2004, WP&L announced it would accept proposals from bidders for adding 100 MW of wind generation in one or more locations in Wisconsin in 2005. Moving forward with this component of the generation plan is contingent upon a renewal of the federal renewable energy production tax credit.

26

RATES AND REGULATORY MATTERS

A summary of the regulatory environment is included in the combined Form 10-K filed by Alliant Energy, IP&L and WP&L for the year ended Dec. 31, 2003. Set forth below are recent developments relating to the regulatory environment.

Details of Alliant Energy’s rate cases impacting its historical and future results of operations 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:
2003 retail	E/G/W	5/02	$123	$--	N/A	$81	4/03	N/A	12%
2004 retail	E/G/W	3/03	87	--	N/A	14	1/04	N/A	12%
Wholesale	E	2/02	6	6	4/02	3	1/03	N/A	N/A	(2)
Wholesale	E	3/03	5	5	7/03	5	2/04	N/A	N/A
South Beloit
retail - IL	G/W	10/03	1	N/A	N/A	TBD	TBD	9/04	TBD
2004 retail
(fuel-only)	E	2/04	16	16	3/04	TBD	TBD	8/04	N/A
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%	(2)
IP&L retail - IA	E	3/04	149	TBD	TBD	TBD	TBD	3/05	TBD	(3)
IP&L retail - MN	E	5/03	5	2	7/03	.2	TBD	5/04	11%	(4)

(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) Since the final increase was lower than the interim relief granted, a refund to customers was made in 2003.

(3) IP&L requested interim rate relief of approximately $106 million. The Office of Consumer Advocate, a Division of the Iowa Department of Justice responsible for representing the interests of Iowa utility customers before the IUB, has recommended that the IUB approve an increase not in excess of $95.8 million. Under IUB procedures, IP&L expects an interim rate order to be issued in June 2004.

(4) In April 2004, a final rate order for a $0.2 million increase was received. Since the final increase was lower than the interim relief granted, a refund to customers will likely be made in 2004. IP&L has fully reserved for the potential refund as of March 31, 2004. Also in April 2004, IP&L filed a request for reconsideration. Under Minnesota law, the final order previously issued by the MPUC has been suspended in light of the reconsideration request. The MPUC is expected to act on the reconsideration within 30 days, at which time it will issue a decision either granting or denying IP&L’s request.

With the exception of recovering a return on IP&L’s Emery plant, which is a large component of IP&L’s retail Iowa electric rate case filed in March 2004, 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 resulted or are not expected to result in a corresponding increase in net income.

In March 2004, a new ratemaking law was enacted in Iowa. The new law allows utilities to place in effect interim rates, subject to refund, without review by the IUB within ten days of filing a general rate increase request. The law also allows the IUB to consider known and measurable changes in costs and revenues occurring within nine months from the end of the historical test year in setting final rates in a rate case. Both of these changes are designed to mitigate regulatory lag in Iowa ratemaking, which uses a historical versus projected test year in setting rates. IP&L does not expect this new law to have any impact on its pending retail electric rate case in Iowa as it is only expected to impact future Iowa rate cases.

27

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

	2004				2003
Continuing operations:	Net Income		EPS		Net Income		EPS
Domestic utility *	$33	.4	$0	.36	$31	.0	$0	.34
Non-regulated (Resources) *	3	.9	0	.04	(10	.7)	(0	.12)
Alliant Energy parent and other (primarily taxes,
interest and administrative and general) *	(3	.2)	(0	.03)	(5	.7)	(0	.06)
Effect of additional shares outstanding *			(0	.06)
Income from continuing operations	34	.1	0	.31	14	.6	0	.16
Loss from discontinued operations	--		--		(9	.1)	(0	.10)
Cumulative effect of changes in accounting principles	--		--		(6	.0)	(0	.07)
Net income (loss)	$34	.1	$0	.31	($0	.5)	($0	.01)

* The 2004 EPS amounts have been computed based on the average diluted shares outstanding in 2003. For purposes of the table above, Alliant Energy reports the impact of increased shares outstanding as a separate earnings variance item if it is material.

The increase in domestic utility income from continuing operations was primarily due to higher electric margins, which were partially offset by higher utility operating expenses. The significant improvement in Alliant Energy’s non-regulated results from continuing operations was primarily due to improved results from its International business unit.

Domestic Utility Electric Margins — Electric margins and MWh sales for Alliant Energy for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2004	2003	Change		2004	2003	Change
Residential	$177,285	$166,148	7	%	2,010	2,070	(3	%)
Commercial	95,505	92,129	4	%	1,360	1,388	(2	%)
Industrial	133,701	120,285	11	%	2,989	2,895	3	%
Total from retail customers	406,491	378,562	7	%	6,359	6,353	--
Sales for resale	49,474	51,241	(3	%)	1,267	1,332	(5	%)
Other	11,941	13,222	(10	%)	48	50	(4	%)
Total revenues/sales	467,906	443,025	6	%	7,674	7,735	(1	%)
Electric production fuel and
purchased-power expense	198,051	196,239	1	%
Margin	$269,855	$246,786	9	%

Electric margins increased $23.1 million, or 9%, primarily due to the impact of various rate increases implemented during the last 12 months, which included increased revenues to recover a significant portion of higher utility operating expenses, the impact on the comparison of a significant under recovery of purchased-power and fuel costs at WP&L in the first quarter of 2003 and increased retail sales resulting from continued customer and other sales growth. These items were partially offset by the impact of seasonal rates at WP&L, implemented for the first time in April 2003, and slightly milder weather in the first quarter of 2004 compared to the same period in 2003. Electric margins for the first quarter of 2004 were also negatively impacted by higher than anticipated fuel and purchased-power costs at WP&L. WP&L filed a fuel-only rate case in the first quarter of 2004 and an interim rate increase of approximately $16 million was implemented in late March 2004.

In April 2003, WP&L implemented seasonal electric rates that are designed to result in higher rates for the peak demand period from June 1 through Sept. 30 and lower rates in all other periods during each calendar year. As a result, total annual revenues are not expected to be impacted significantly. However, the first quarter of 2004 margins were approximately $7 million lower than the same period in 2003, all other things being equal, given the seasonal rates were not yet effective in the first quarter of 2003.

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Domestic Utility Gas Margins — Gas margins and Dth sales for Alliant Energy for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2004	2003	Change		2004	2003	Change
Residential	$145,399	$148,944	(2	%)	14,897	15,943	(7	%)
Commercial	77,283	76,522	1	%	8,914	9,265	(4	%)
Industrial	11,473	12,072	(5	%)	1,527	1,665	(8	%)
Transportation/other	14,714	20,343	(28	%)	13,783	14,732	(6	%)
Total revenues/sales	248,869	257,881	(3	%)	39,121	41,605	(6	%)
Cost of gas sold	184,715	188,325	(2	%)
Margin	$64,154	$69,556	(8	%)

Gas margins decreased $5.4 million, or 8%, primarily due to lower sales, which were partially due to milder weather conditions in the first quarter of 2004 compared with the same period in 2003, and the impact of final Iowa retail gas rates effective in August 2003 being lower than interim rates that were in effect in the first quarter of 2003. These items were partially offset by improved results of $2 million from 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 Revenues — Details regarding Alliant Energy’s non-regulated revenues for the three months ended March 31 were as follows (in thousands):

	2004	2003
Integrated Services	$108,638	$147,753
International	36,301	28,471
Non-regulated Generation	3,671	2,544
Other (includes eliminations)	6,243	5,257
	$154,853	$184,025

The decreased Integrated Services revenues were primarily due to decreased gas revenues at Alliant Energy’s natural gas marketing business, NG Energy Trading, LLC, including reduced sales opportunities as a result of less volatility in gas prices and lower natural gas prices. The increased International revenues were primarily due to the acquisition of an additional combined heat and power facility in China in the second quarter of 2003.

Other Operating Expenses — Other operation and maintenance expense for the domestic utilities increased $7.2 million, largely due to increases in employee and retiree benefits (comprised of compensation, medical and pension costs).

Non-regulated operation and maintenance expenses for the three months ended March 31 were as follows (in thousands):

	2004	2003
Integrated Services	$104,917	$139,195
International	26,618	23,761
Non-regulated Generation	1,083	1,488
Other (includes eliminations)	6,812	5,107
	$139,430	$169,551

The Integrated Services and International variances were largely driven by the same factors impacting the revenue variances discussed previously. The International increase was also impacted by higher coal costs for its generating facilities in China, partially offset by lower compensation expense.

Depreciation and amortization expense increased $5.4 million, primarily due to utility property additions, partially offset by lower software amortization at WP&L.

Interest Expense and Other — Interest expense decreased $11.0 million primarily due to lower average borrowings as a result of debt retirements during the last 12 months, and credit facility fees incurred at Resources in 2003.

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Loss on early extinguishment of debt in the first quarter of 2004 includes debt repayment premiums and charges for the unamortized debt expenses related to long-term debt retirements of $20 million of senior notes at Resources.

Equity (income) loss from Alliant Energy’s unconsolidated investments for the three months ended March 31 was as follows (in thousands):

	2004		2003
Brazil	($12,582	)	$4,586
ATC	(4,485	)	(3,894	)
New Zealand	(3,568	)	(837	)
Alliant Energy Synfuel LLC (excludes tax benefits)	4,743		4,894
Other	(735	)	(495	)
	($16,627	)	$4,254

Equity income from unconsolidated investments increased $20.9 million. The improved results for Brazil were primarily due to rate increases implemented at the Brazilian operating companies and a gain of $5.1 million (represents Alliant Energy’s allocated portion of the total gain) realized in the first quarter of 2004 from the sale of two hydroelectric plants. The increased earnings for New Zealand were primarily due to higher electric margins resulting from higher energy prices.

Allowance for funds used during construction (AFUDC) increased $3.2 million primarily due to ongoing construction of the Emery plant. Interest income and other decreased $4.6 million primarily due to lower interest income from loans to discontinued operations due to asset sales during 2003.

Income Taxes — The effective income tax rates were 28.1% and 30.3% for the first quarter of 2004 and 2003, respectively. The lower rate was primarily due to the impact of higher non-taxable income from foreign operations.

Loss from Discontinued Operations — Refer to Note 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for 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, “Issues Related to Accounting for Contracts Involved in Energy Trading and Risk Management Activities” within WPC and Integrated Services, respectively.

IP&L RESULTS OF OPERATIONS

Overview — First Quarter Results — Earnings available for common stock decreased $9.7 million, primarily due to increased operating expenses and lower gas margins.

Electric Margins — Electric margins and MWh sales for IP&L for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2004	2003	Change		2004	2003	Change
Residential	$93,730	$89,700	4	%	1,106	1,156	(4	%)
Commercial	54,592	54,269	1	%	829	858	(3	%)
Industrial	77,182	69,223	11	%	1,892	1,847	2	%
Total from retail customers	225,504	213,192	6	%	3,827	3,861	(1	%)
Sales for resale	9,852	10,334	(5	%)	311	303	3	%
Other	6,926	6,803	2	%	25	26	(4	%)
Total revenues/sales	242,282	230,329	5	%	4,163	4,190	(1	%)
Electric production fuel and
purchased-power expense	85,757	72,702	18	%
Margin	$156,525	$157,627	(1	%)

Electric margins decreased $1.1 million, or 1%, largely due to the impact of slightly milder weather in the first quarter of 2004 compared to the same period in 2003 and a reserve for the potential 2004 refund to customers due to the Minnesota final electric rates being lower than the interim relief effective in July 2003. These items were partially offset by higher wheeling revenues. In April 2004, IP&L filed for reconsideration of the final electric rates with the MPUC.

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Gas Margins — Gas margins and Dth sales for IP&L for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2004	2003	Change		2004	2003	Change
Residential	$83,222	$78,210	6	%	8,736	9,445	(8	%)
Commercial	44,193	38,629	14	%	5,069	5,264	(4	%)
Industrial	7,599	7,055	8	%	1,034	1,090	(5	%)
Transportation/other	2,691	2,783	(3	%)	8,181	8,343	(2	%)
Total revenues/sales	137,705	126,677	9	%	23,020	24,142	(5	%)
Cost of gas sold	107,292	91,771	17	%
Margin	$30,413	$34,906	(13	%)

Gas margins decreased $4.5 million, or 13%, primarily due to the impact of final Iowa retail gas rates effective in August 2003 being lower than interim rates that were in effect in the first quarter of 2003 and lower sales, which were partially due to slightly milder weather in the first quarter of 2004 compared to the same period in 2003.

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

Steam and Other Revenues — Steam and other revenues decreased $3.5 million primarily due to lower construction management revenues from WindConnect™ due to the current uncertainty regarding extension of the federal renewable energy production tax credit. The decrease was largely offset by lower other operation and maintenance expenses related to IP&L’s WindConnect™ program.

Other Operating Expenses — Other operation and maintenance expenses increased $3.6 million primarily due to increases in employee and retiree benefits (comprised of compensation, medical and pension costs), partially offset by lower expenses for WindConnect™. Depreciation and amortization expense increased $6.8 million primarily due to property additions.

Interest Expense and Other — AFUDC increased $3.7 million due to ongoing construction of the Emery plant.

Income Taxes — The effective income tax rates were 41.3% and 39.2% for the first quarter of 2004 and 2003, respectively. The increase was primarily due to a decrease in the Alliant Energy tax benefit allocated to IP&L pursuant to the provisions of PUHCA.

WP&L RESULTS OF OPERATIONS

Overview — First Quarter Results — Earnings available for common stock increased $12.2 million, primarily due to higher electric margins, partially offset by a higher effective income tax rate.

Electric Margins — Electric margins and MWh sales for WP&L for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				MWhs Sold
	2004	2003	Change		2004	2003	Change
Residential	$83,555	$76,448	9	%	904	914	(1	%)
Commercial	40,913	37,860	8	%	531	530	--
Industrial	56,519	51,062	11	%	1,097	1,048	5	%
Total from retail customers	180,987	165,370	9	%	2,532	2,492	2	%
Sales for resale	39,622	40,907	(3	%)	956	1,029	(7	%)
Other	5,015	6,419	(22	%)	23	24	(4	%)
Total revenues/sales	225,624	212,696	6	%	3,511	3,545	(1	%)
Electric production fuel and
purchased-power expense	112,294	123,537	(9	%)
Margin	$113,330	$89,159	27	%

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Electric margins increased $24.2 million, or 27%, primarily due to the implementation of rate increases during the last 12 months, which included increased revenues to recover a significant portion of WP&L’s increased operating expenses, the impact on the comparison of a significant under recovery of purchased-power and fuel costs in the first quarter of 2003 and increased retail sales resulting from continued customer and other sales growth. These items were partially offset by the impact of implementing seasonal rates in 2003 for the first time and slightly milder weather in the first quarter of 2004 compared with the same period in 2003. Electric margins for the first quarter of 2004 were also negatively impacted by higher than anticipated fuel and purchased-power costs. WP&L filed a fuel-only rate case in the first quarter of 2004 and an interim rate increase of approximately $16 million was implemented in late March 2004. Refer to “Alliant Energy Results of Operations” for further discussion of seasonal electric rates.

Gas Margins — Gas margins and Dth sales for WP&L for the three months ended March 31 were as follows (in thousands):

	Revenues and Costs				Dths Sold
	2004	2003	Change		2004	2003	Change
Residential	$62,177	$70,734	(12	%)	6,161	6,498	(5	%)
Commercial	33,090	37,893	(13	%)	3,845	4,001	(4	%)
Industrial	3,874	5,017	(23	%)	493	575	(14	%)
Transportation/other	12,023	17,560	(32	%)	5,602	6,389	(12	%)
Total revenues/sales	111,164	131,204	(15	%)	16,101	17,463	(8	%)
Cost of gas sold	77,423	96,554	(20	%)
Margin	$33,741	$34,650	(3	%)

Gas margins decreased $0.9 million, or 3%, primarily due to lower sales, which were partially due to milder weather conditions in the first quarter of 2004 compared with the same period in 2003, partially offset by improved results of $2 million from 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 WP&L’s electric and gas rate filings.

Other Operating Expenses — Other operation and maintenance expenses increased $3.6 million primarily due to increases in employee and retiree benefits (comprised of compensation, medical and pension costs) and transmission and distribution expenses. These items were partially offset by lower maintenance expenses at generating facilities. Depreciation and amortization expense decreased $2.2 million, primarily due to lower software amortization, partially offset by property additions.

Income Taxes — The effective income tax rates were 38.1% and 27.3% for the first quarter of 2004 and 2003, respectively. The increase was primarily due to a decrease in the Alliant Energy tax benefit allocated to WP&L pursuant to the provisions of PUHCA.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Three-Month Periods — Selected information from Alliant Energy’s, IP&L’s and WP&L’s respective Condensed Consolidated Statements of Cash Flows for the three months ended March 31 was as follows (in thousands):

	Alliant Energy				IP&L				WP&L
Cash flows from (used for):	2004		2003		2004		2003		2004		2003
Operating activities	$123,005		$166,643		$109,336		$129,876		$49,588		$56,452
Financing activities	(29,261	)	130,637		(5,807	)	54,918		(28,679	)	(28,849	)
Investing activities	(139,593	)	(294,404	)	(93,529	)	(189,293	)	(32,943	)	(35,106	)

Alliant Energy’s cash flows from operating activities decreased $44 million, primarily due to changes in working capital, including changes in the levels of accounts receivable sold and timing of accounts payable disbursements, partially offset by the timing of collections from customers; cash flows used for financing activities increased $160 million, primarily due to changes in the amounts of debt issued and retired; and cash flows used for investing activities decreased $155 million, primarily due to the 2003 acquisition by Resources of a 309-MW, non-regulated, tolled, natural gas-fired power plant in Neenah, Wisconsin. IP&L’s cash flows from operating activities decreased $21 million, primarily due to changes in working capital; cash flows used for financing activities increased $61 million, primarily due to changes in the amounts of commercial paper issued and retired; and cash flows used for investing activities decreased $96 million, primarily due to lower construction and acquisition expenditures associated with the construction of the Emery plant. WP&L’s cash flows from operating activities decreased $7 million, primarily due to changes in working capital.

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Certain Regulatory Approvals/Requirements — PUHCA — Alliant Energy is 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 March 31, 2004, as computed under this requirement, was 47.1%.

State Regulatory Agencies — In March 2004, IP&L received the necessary regulatory authorization to increase short-term borrowings from $250 million to $300 million. In March 2004, WP&L discontinued its utility customer accounts receivable sale program, increasing its short-term borrowing authority granted by the PSCW to $185 million for general corporate purposes.

Shelf Registrations — In 2004, Alliant Energy, IP&L and WP&L each filed separate shelf registrations with the SEC. Alliant Energy’s shelf registration became effective in April 2004 and allows Alliant Energy flexibility to offer from time to time up to an aggregate of $300 million of common stock, stock purchase contracts and stock purchase units. The new shelf registration terminates the joint shelf registration filed by Alliant Energy and Resources in 2003. IP&L’s shelf registration became effective in April 2004 and allows IP&L flexibility to offer from time to time up to an aggregate of $210 million of preferred stock, senior unsecured debt securities and collateral trust bonds. IP&L issued $100 million of senior debentures in May 2004 under this shelf registration. After giving effect to this offering, $110 million remains available under the IP&L shelf registration. The new shelf registration terminates the shelf registration filed by IP&L in 2003. WP&L’s shelf registration became effective in April 2004 and allows WP&L flexibility to offer from time to time up to an aggregate of $150 million of its preferred stock, senior unsecured debt securities and first mortgage bonds.

Cash and Temporary Cash Investments — As of March 31, 2004, Alliant Energy and its subsidiaries had approximately $196 million of cash and temporary cash investments, of which approximately $64 million consisted of deposits in foreign bank accounts. Due to Alliant Energy electing permanent investment of earnings for federal income tax purposes for certain foreign subsidiaries, a majority of the cash held in foreign banks cannot be repatriated without material tax obligations. Alliant Energy plans to use a portion of this cash held in foreign bank accounts to invest in future capital projects in China.

Sale of Accounts Receivable — Refer to Note 11 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on WP&L’s discontinuance of participation in the utility customer accounts receivable sale program.

Short-term Debt — Information regarding commercial paper at March 31, 2004 was as follows (dollars in millions):

	Alliant	Parent
Commercial paper:	Energy	Company	IP&L	WP&L
Amount outstanding	$122.5	$--	$122.5	$--
Weighted average maturity	12 days	N/A	12 days	N/A
Discount rates	1.12-1.13%	N/A	1.12-1.13%	N/A
Available capacity	$527.5	$200.0	$127.5	$200.0

Alliant Energy’s, IP&L’s and WP&L’s credit facility agreements contain various covenants, including the following:

	Covenant	Status at
Covenant Description	Requirement	March 31, 2004
Alliant Energy:
Consolidated debt-to-capital ratio	Less than 65%	48.5%
Consolidated net worth	At least $1.4 billion	$2.4 billion
EBITDA interest coverage ratio (*)	At least 2.5x	3.8x
IP&L debt-to-capital ratio	Less than 58%	47.8%
WP&L debt-to-capital ratio	Less than 58%	29.8%
(*) In compliance with the agreement, results of discontinued operations have been included in this covenant calculation.

Long-term Debt — In May 2004, IP&L issued $100 million of 6.30% senior debentures due 2034 and used the proceeds to repay short-term debt primarily incurred in the construction of the Emery plant. In February 2004, Resources retired $10.0 million of its 9.75% senior notes and $9.5 million of its 7% senior notes, incurring approximately $0.03 per share of debt repayment premiums.

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Common Equity — In March 2004, Alliant Energy filed a registration statement with the SEC that became effective in April 2004, relating to the registration of approximately 3.4 million shares of Alliant Energy common stock and related common share purchase rights, which may be issued pursuant to the Alliant Energy Corporation Shareowner Direct Plan.

In connection with Alliant Energy's April 2004 shelf registration discussed previously, it is Alliant Energy's current intent to issue up to $150 million of new common stock during the remainder of 2004. Alliant Energy has entered into a sales agreement with Cantor Fitzgerald & Co., under which Alliant Energy may sell from time to time up to 7.5 million shares of its common stock. Refer to "Shelf Registrations" for additional information.

Alliant Energy's Board of Directors has approved an amendment to Alliant Energy's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 200 million to 240 million, which Alliant Energy shareowners will vote on at the annual meeting on May 21, 2004.

Off-Balance Sheet Arrangements — A summary of Alliant Energy’s off-balance sheet arrangements is included in the combined Form 10-K filed by Alliant Energy, IP&L and WP&L for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 Form 10-K. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for the impact of revised FIN 46 guidance on Alliant Energy’s tolling and purchased-power agreements.

Contractual Obligations — A summary of Alliant Energy’s, IP&L’s and WP&L’s contractual obligations is included in the combined Form 10-K filed by Alliant Energy, IP&L and WP&L for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 Form 10-K.

Environmental — A summary of Alliant Energy’s environmental matters is included in the combined Form 10-K filed by Alliant Energy, IP&L and WP&L for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 Form 10-K. Refer to “Legal Proceedings” for discussion of complaints filed against WP&L and Alliant Energy regarding the Columbia generating station.

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, IP&L’s and WP&L’s combined Form 10-K for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 Form 10-K.

Accounting Pronouncements — As of March 31, 2004, Alliant Energy adopted revised FIN 46 guidance. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information.

Critical Accounting Policies — A summary of Alliant Energy’s critical accounting policies is included in Alliant Energy’s, IP&L’s and WP&L’s combined Form 10-K for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 10-K.

Other Future Considerations — A summary of Alliant Energy’s, IP&L’s and WP&L’s other future considerations is included in the combined Form 10-K filed by Alliant Energy, IP&L and WP&L for the year ended Dec. 31, 2003 and have not changed materially from those reported in the 2003 Form 10-K, except as described below. In addition to items discussed earlier in MD&A, the following items could impact Alliant Energy’s future financial condition or results of operations:

Mexico — At March 31, 2004, Resources held a secured loan receivable of approximately $81 million from an unrelated Mexican development company. The loan proceeds were used by the development company to construct substantially all the infrastructure for the initial phase of a master-planned resort community known as Laguna del Mar located near Puerto Penasco, State of Sonora, on the Sea of Cortez. Alliant Energy has concerns regarding the Mexican development company’s ability to timely complete all phases of the project, market and sell the real estate, and otherwise meet all of its obligations under the loan documents. Discussions are currently underway between Resources and the owners of the development company to resolve this matter. Resources is evaluating its alternatives, which include possibly restructuring a role for its partners or replacing them, a transfer of ownership and control of the project to Resources or the exercise of Resources’ remedies through legal action. Effective Jan. 1, 2004, Resources ceased accruing interest income related to this loan pending resolution of this matter. If the development of the project and related real estate sales are not ultimately successfully executed, it is possible that Alliant Energy could incur material asset valuation charges in the future. Alliant Energy is unable to predict the ultimate outcome of this matter.

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Brazil — To complete earlier plans, the Juiz de Fora facility, a joint venture gas-fired generating facility in which Alliant Energy holds a 50% direct ownership interest, is scheduled for a 20-MW expansion from a single cycle to a combined cycle facility at an estimated cost of $24 million. However, initiation of the expansion construction is experiencing some delays due to disputes with Alliant Energy’s Brazilian partner regarding the financing and construction of the Juiz de Fora facility and other matters (as mentioned below). Alliant Energy is currently discussing with its partner resolution of these matters in order to ensure timely completion of the project. If the Juiz de Fora combined cycle construction is not completed as anticipated, the future performance obligations of this generation asset might be significantly adversely affected. In such an event, Alliant Energy is not required to invest any additional capital in Juiz de Fora; however, it could lead to material asset valuation or other charges with respect to Alliant Energy’s investment in the Juiz de Fora facility.

Alliant Energy continues to closely monitor the financial performance of its Brazilian investments. While such performance improved significantly in 2003, and while Alliant Energy expects continued improvements in 2004, Alliant Energy believes the rate of improvement can be enhanced — particularly in regard to controlling costs and reduction of debt — and this has been a source of dispute with its Brazilian partners. In particular, Alliant Energy’s Brazilian partners want to use company funds to pay dividends in order to ensure their control over the operations. Alliant Energy is not interested in and has not sought control of the operations. However, it has urged that, to the extent funds are available, they would be better used to pay down debt.

Alliant Energy has been and continues to explore with various parties, including its existing Brazilian partners, all of the options available to it concerning its investments in Brazil. Alliant Energy will consider the full range of options potentially available. Consequently, Alliant Energy is unable to provide any assurances that one or more of the options under review will occur, or that implementation of any one or more of the options will not result in Alliant Energy incurring a material charge as relates to its investments in Brazil as the company cannot currently predict the ultimate outcome of these reviews and discussions.

China — The generating plants included in Alliant Energy’s China portfolio are currently experiencing higher than anticipated coal and related costs due primarily to government allocations and infrastructure bottlenecks.  Alliant Energy is attempting to mitigate the impact of these cost increases by working with local Chinese authorities to increase the supply of lower cost coal, working with local Chinese power commissions to enable it to recover the higher costs through tariffs and reviewing for other ways to offset these cost increases within its operations.  Alliant Energy is unable to predict the future of these costs in China or the ultimate outcome of its efforts to mitigate the impact of any cost increases.

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.”

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 March 31, 2004 pursuant to the requirements of the Securities Exchange Act of 1934, as amended. Based on their evaluation, 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 March 31, 2004.

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 March 31, 2004 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 and WP&L
In the fourth quarter of 2003, the Wisconsin Environmental Law Advocates (WELA) filed a complaint in the U.S. District Court for the Western District of Wisconsin against WP&L and Alliant Energy alleging violations of the federal Clean Water Act at the Columbia generating station. The complaint seeks certain upgrades to Columbia’s wastewater treatment program, as well as unspecified penalties and attorney fees. In addition, the Wisconsin Department of Natural Resources has been pursuing enforcement of this same matter and recently referred the matter to the Wisconsin Department of Justice (WDOJ). In March 2004, WDOJ filed a complaint in state court against WP&L and Alliant Energy alleging similar violations. Alliant Energy, WDOJ and WELA have initiated settlement discussions. Alliant Energy believes that the total cost to resolve any potential penalties and implement any required upgrades in this matter will not be material.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

4.1 Officer's Certificate, dated May 3, 2004, creating the 6.30% Senior Debentures due 2034 (incorporated by reference to Exhibit 4.1 to IP&L's Form 8-K, dated May 3, 2004)

10.1 Sales Agreement, dated April 9, 2004, between Alliant Energy and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.3 to Alliant Energy's Registration Statement on Form S-3 (Registration No. 333-114361))

10.2 Key Executive Employment and Severance Agreement, dated Feb. 4, 2004, by and between Alliant Energy and T.L. Aller

10.3 Employment Agreement by and between Alliant Energy and Erroll B. Davis, Jr., amended and restated as of March 26, 2004

10.4 Supplemental Retirement Agreement by and between Alliant Energy and T.L. Aller (incorporated by reference to Exhibit 10.7 to Alliant Energy's Form 10-Q for the quarter ended Sept. 30, 2003)

31.1 Certification of the Chairman and CEO for Alliant Energy

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

31.3 Certification of the Chairman and CEO for IP&L

31.4 Certification of the CFO for IP&L

31.5 Certification of the Chairman and CEO for WP&L

31.6 Certification of the 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

(b) Reports on Form 8-K:

Alliant Energy
Alliant Energy filed a Current Report on Form 8-K, dated Jan. 30, 2004, reporting (under Items 7 and 12) that it issued a press release announcing its earnings for the fourth quarter and year ended Dec. 31, 2003, its earnings guidance for 2004 and projected 2004 and 2005 capital expenditures.

IP&L — None.

WP&L — None.

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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 6th day of May 2004.

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)

37

EX-10

Exhibit 10.2

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

        THIS AGREEMENT, made and entered into as of the ____ day of ___________, 2004, by and between Alliant Energy Corporation, a Wisconsin corporation (referred to herein as “Alliant” and, together with its subsidiaries and any parent company controlling Alliant, referred to herein as the “Company”), and EMPLOYEE NAME (hereinafter referred to as “Employee”).

W I T N E S S E T H

        WHEREAS, the Employee is employed by the Company in a key executive capacity and the Employee’s services are valuable to the conduct of the business of the Company;

        WHEREAS, the Company desires to continue to attract and retain dedicated and skilled management employees in a period of industry consolidation, consistent with achieving the best possible value for its shareowners in any change in control of the Company;

        WHEREAS, the Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing a potential conflict of interest between the Company’s needs for the Employee to remain focused on the Company’s business and for the necessary continuity in management prior to and following a change in control, and the Employee’s reasonable personal concerns regarding future employment with the Company and economic protection in the event of loss of employment as a consequence of a change in control;

        WHEREAS, the Company and the Employee are desirous that any proposal for a change in control or acquisition of Alliant will be considered by the Employee objectively and with reference only to the best interests of Alliant and its shareowners;

        WHEREAS, the Employee will be in a better position to consider the Company’s best interests if the Employee is afforded reasonable economic security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

        WHEREAS, the Employee possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

        WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Employee’s services and to protect its confidential information and goodwill.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1.     Definitions.

(a)                Act. For purposes of this Agreement, the term “Act” means the Securities Exchange Act of 1934, as amended.

(b)                Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(c)                Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i)         which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of the Alliant’s Rights Agreement, dated as of January 20, 1999, between Interstate Energy Corporation (d/b/a Alliant Energy Corporation) and Firstar Bank Milwaukee, N.A., as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(ii)         which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule l3d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor report); or

(iii)         which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection 1(c) (ii) above) or disposing of any voting securities of the Company.

(d)         Board. “Board” shall mean the Board of Directors of Alliant Energy Corporation.

(e)         Cause. “Cause” for termination by the Company of the Employee’s employment in connection with a Change in Control of the Company shall, for purposes of this Agreement, be limited to (i) the engaging by the Employee in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal) which substantially impairs the Employee’s ability to perform the Employee’s duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Employee to perform the Employee’s duties or responsibilities (unless significantly changed without the Employee’s consent).

(f)         Change in Control of the Company. A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the “Company”, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i)         any Person (other than (A) Alliant or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareowners of Alliant in substantially the same proportions as their ownership of stock in Alliant (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after May 7, 2001, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; or

(ii)         the following individuals cease for any reason to constitute a majority of the number of directors of Alliant then serving: (A) individuals who, on May 7, 2001, constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on May 7, 2001, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving Alliant (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareowners of Alliant at a meeting of shareowners held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or

(iii)         the shareowners of Alliant approve a merger, consolidation or share exchange of Alliant with any other corporation or approve the issuance of voting securities of Alliant in connection with a merger, consolidation or share exchange of Alliant (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of Alliant outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Alliant or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after May 7, 2001, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; or

(iv)         the shareowners of Alliant approve a plan of complete liquidation or dissolution of Alliant or an agreement for the sale or disposition by Alliant of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by Alliant of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of Alliant immediately prior to such sale.

Notwithstanding the foregoing, no “Change in Control of the Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of Alliant immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of Alliant immediately following such transaction or series of transactions.

(g)             Code. For purposes of this Agreement, the term “Code” means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(h)         Covered Termination. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Covered Termination” means any termination of the Employee’s employment during the Employment Period where the Notice of Termination is delivered on or the Termination Date is any date prior to the end of the Employment Period.

(i)             Employment Period. Subject to Subsection 2(b) hereof, for purposes of this Agreement, the term “Employment Period” means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Central Time on the earlier of the second anniversary of such date or the Employee’s Normal Retirement Date.

(j)             Good Reason. For purposes of this Agreement, the Employee shall have “Good Reason” for termination of employment in connection with a Change in Control of the Company in the event of:

(i)         any breach of this Agreement by the Company, including specifically any breach by the Company of the agreements contained in Sections 4, 5, and 6 hereof, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Employee;

(ii)         any reduction in the Employee’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Employee in effect at any time during the 180-day period prior to the Change in Control or, to the extent more favorable to the Employee, those in effect at any time during the Employment Period;

(iii)         the removal of the Employee from, or any failure to reelect or reappoint the Employee to, any of the positions held the Company on the date of the Change in Control of the Company or any other positions with the Company to which the Employee shall thereafter be elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to the termination by the Company of the Employee’s employment for Cause or by reason of disability pursuant to Section 12 hereof;

(iv)         a good faith determination by the Employee that there has been a significant adverse change, without the Employee’s written consent, in the Employee’s working conditions or status the Company relative to the most favorable working conditions or status in effect during the 180-day period prior to the Change in Control of the Company, or, to the extent more favorable to the Employee, those in effect at any time during the Employment Period, including but not limited to (A) a significant change in the nature or scope of the Employee’s authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements but excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Company remedies promptly after receipt of notice thereof given by the Employee; or

(v)         failure by Alliant to obtain the Agreement referred to in Subsection 17(a) hereof as provided therein.

(k)         Normal Retirement Date. For purposes of this Agreement, the term “Normal Retirement Date” means “Normal Retirement Date” as defined in the primary qualified defined benefit pension plan applicable to the Employee, or any successor plan, as in effect on the date of the Change in Control of the Company.

(l)         Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(m)         Termination Date. For purposes of this Agreement, except as otherwise provided in Subsection 2(b), Subsection 10(b), and Subsection 17(a) hereof, the term “Termination Date” means (i) if the Employee’s employment is terminated by the Employee’s death, the date of death; (ii) if the Employee’s employment is terminated by reason of voluntary early retirement, as agreed in writing by the Company and the Employee, the date of such early retirement which is set forth in such written agreement; (iii) if the Employee’s employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12 hereof, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Employee’s employment is terminated by the Employee voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Employee’s employment is terminated by the Company (other than by reason of disability pursuant to Section 12 hereof) or by the Employee for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(1)         If termination is for Cause pursuant to Subsection 1(d)(iii) of this Agreement and if the Employee has cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such 30-day or shorter period, then the Employee’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination.

(2)           If the Employee shall in good faith give a Notice of Termination for Good Reason and the Company notifies the Employee that a dispute exists concerning the termination within the 15-day period following receipt thereof, then the Employee may elect to continue the Employee’s employment during such dispute and the Termination Date shall be determined under this paragraph. If the Employee so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (i) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22 hereof, (ii) the date of the Employee’s death or (iii) one day prior to the end of the Employment Period. If the Employee so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Employee hereunder shall continue after such determination as if the Employee had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Employee had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Employee shall in no case be denied the benefits described in Sections 8(b) and 9 hereof (including a Termination Payment) based on events occurring after the Employee delivered his Notice of Termination.

(3)           If an opinion is required to be delivered pursuant to Subsection 9(b)(ii) hereof and such opinion shall not have been delivered, the Termination Date shall be the earlier of the date on which such opinion is delivered or one day prior to the end of the Employment Period.

(4)           Except as provided in Subsection (l)(m)(2) above, if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Employee, the Employee will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date 15 days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, will be deemed to have terminated the Employee other than by reason of death, disability or Cause.

2.      Termination or Cancellation Prior to Change in Control.

(a)           Subject to Subsection 2(b) hereof, the Company and the Employee shall each retain the right to terminate the employment of the Employee at any time prior to a Change in Control of the Company. Subject to Subsection 2(b) hereof, in the event the Employee’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

(b)         Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Employee’s employment with the Company is terminated (other than a termination due to the Employee’s death or as a result of the Employee’s disability) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement such termination of employment shall be deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have been given, and the “Employment Period” shall be deemed to have begun on the date of such termination which shall be deemed to be the “Termination Date” and the date of the Change of Control of the Company for purposes of this Agreement.

3.      Employment Period. If a Change in Control of the Company occurs when the Employee is employed by the Company, the Company will continue thereafter to employ the Employee during the Employment Period, and the Employee will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement. Any termination by the Company of the Employee’s employment during the Employment Period shall be deemed a termination by the Company for purposes of this Agreement.

4.     Duties. During the Employment Period, the Employee shall, in the same capacities and positions held by the Employee at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Company and the Employee in writing, devote the Employee’s best efforts and all of the Employee’s business time, attention and skill to the business and affairs of the Company, as such business and affairs now exist and as they may hereafter be conducted. The services which are to be performed by the Employee hereunder are to be rendered in the same metropolitan area in which the Employee was employed at the date of such Change in Control of the Company, or in such other place or places as shall be mutually agreed upon in writing by the Employee and the Company from time to time. Without the Employee’s consent, the Employee shall not be required to be absent from such metropolitan area more than 45 days in any fiscal year of the Company.

5.      Compensation. During the Employment Period, the Employee shall be compensated as follows:

(a)           The Employee shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than twelve times the Employee’s highest monthly base salary for the twelve-month period immediately preceding the month in which the Change in Control of the Company occurs or, if higher, annual base salary at the rate in effect immediately prior to the Change in Control of the Company (which base salary shall, unless otherwise agreed in writing by the Employee, include the current receipt by the Employee of any amounts which, prior to the Change in Control of the Company, the Employee had elected to defer, whether such compensation is deferred under Section 401(k) of the Code or otherwise), subject to adjustment as hereinafter provided in Section 6 (such salary amount as adjusted upward from time to time is hereafter referred to as the “Annual Base Salary”).

(b)         The Employee shall receive fringe benefits at least equal in value to the highest value of such benefits provided for the Employee at any time during the 180-day period immediately prior to the Change in Control of the Company or, if more favorable to the Employee, those provided generally at any time during the Employment Period to any employees of the Company of comparable status and position to the Employee; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Employee that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company, including travel expenses.

(c)           The Employee and/or the Employee’s family, as the case may be, shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Employee’s salary grade or on any other requirement which excludes persons of comparable status and position to the Employee unless such exclusion was in effect for such plan or an equivalent plan at any time during the 180-day period immediately prior to the Change in Control of the Company), in any and all plans providing benefits for the Company’s salaried employees of comparable status and position, including but not limited to group life insurance, hospitalization, medical, dental, profit sharing and stock bonus plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans in which the Employee is included be less than the aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(c) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company and (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Subsection 5(c) provided at any time after the Change in Control of the Company to any employee of the Company of comparable status and position to the Employee.

(d)           The Employee shall annually be entitled to not less than the amount of paid vacation and not fewer than the highest number of paid holidays to which the Employee was entitled annually at any time during the 180-day period immediately prior to the Change in Control of the Company or such greater amount of paid vacation and number of paid holidays as may be made available annually to other employees of the Company of comparable status and position to the Employee at any time during the Employment Period.

(e)         The Employee shall be included in all plans providing additional benefits to employees of the Company of comparable status and position to the Employee, including but not limited to deferred compensation, split-dollar life insurance in certain grandfathered circumstances, supplemental retirement, stock option, stock appreciation, stock bonus and similar or comparable plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans be less than the highest aggregate level of benefits under plans of the Company of the type referred to in this Subsection 5(e) in which the Employee was participating at any time during the 180-day period immediately prior to the Change in Control of the Company; (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate levels of benefits under plans of the type referred to in this Subsection 5(e) provided at any time after the Change in Control of the Company to any employee of the Company comparable in status and position to the Employee; and (iii) the Company’s obligation to include the Employee in bonus or incentive compensation plans shall be determined by Subsection 5(f) hereof.

(f)           To assure that the Employee will have an opportunity to earn incentive compensation after a Change in Control of the Company, the Employee shall be included in a bonus plan of the Company which shall satisfy the standards described below (such plan, the “Bonus Plan”). Bonuses under the Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Company as the Company shall establish (the “Goals”), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Company’s bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company (whether one or more, the “Company Bonus Plan”) and in view of the Company’s existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the “Bonus Amount”) that the Employee is eligible to earn under the Bonus Plan shall be no less than the amount of the Employee’s maximum award provided in such Company Bonus Plan (such bonus amount herein referred to as the “Targeted Bonus”), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Employee’s employment.

6.     Annual Compensation Adjustments. During the Employment Period, the Board of Directors of the Company (or an appropriate committeeor delegatee thereof) will consider and appraise, at least annually, the contributions of the Employee to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Employee’s Annual Base Salary, at least annually, (i) commensurate with increases generally given to other employees of the Company of comparable status and position to the Employee, and (ii) as the scope of the Company’s operations or the Employee’s duties expand.

7.      Termination For Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Employee’s voluntarily terminating the Employee’s employment other than for Good Reason (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive only Accrued Benefits pursuant to Subsection 9(a) hereof.

8.      Termination Giving Rise to a Termination Payment.

(a)         If there is a Covered Termination by the Employee for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12 hereof, or (iii) Cause (any such terminations to be subject to the procedures set forth in Section 13 hereof), then the Employee shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Employee set forth in Subsection 14(a) hereof, the Termination Payment pursuant to Subsection 9(b) hereof.

(b)           If there is a Covered Termination and the Employee is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Employee the following additional benefits:

(i)         The Employee shall receive, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Employee’s status and position with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Employee’s employment), provided by a nationally recognized placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Employee’s Annual Base Salary.

(ii)         Until the earlier of end of the Employment Period or such time as the Employee has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Employee shall continue to be covered, at the expense of the Company, by the same or equivalent life, hospitalization, medical and dental coverage as was required hereunder with respect to the Employee immediately prior to the date the Notice of Termination is given.

(iii)         The Company shall cause the Employee to be fully and immediately vested in his accrued benefit under any supplemental executive retirement plan of the Company providing benefits for the Employee (the “SERP”) and in any defined contribution retirement plan of the Company. In addition, the Company shall cause the Employee to be deemed to have satisfied any minimum years of service requirement under the SERP for subsidized early retirement benefits regardless of the Employee’s age and service at the Termination Date; provided, however, that SERP benefits will be based on service to date with no additional credit for service or age beyond such Termination Date.

(iv)         The Company shall cause all restrictions on restricted stock awards made to the Employee to lapse such that the Employee is fully and immediately vested in the Employee’s restricted stock.

(v)         The Company shall cause all stock options granted to the Employee pursuant to the Company’s stock option plan(s) to be fully vested.

(vi)         The Company shall cause all performance plan awards granted to the Employee pursuant to any long-term incentive plan maintained by the Company to be paid out at target, as if all performance requirements had been satisfied, on a pro rata basis based on the completed portion of each award cycle; provided, however, no payment of plan awards will occur from any award cycle that has been in effect less than six (6) months.

9.     Payments Upon Termination.

(a)         Accrued Benefits. For purposes of this Agreement, the Employee’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Employee’s employment for reasonable and necessary expenses incurred by the Employee on behalf of the Company for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Employee or pursuant to any deferred compensation plan then in effect; (iv) a lump sum payment of the bonus or incentive compensation otherwise payable to the Employee with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans in which the Employee is a participant; and (v) all other payments and benefits to which the Employee (or in the event of the Employee’s death, the Employee’s surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Company, excluding severance payments under any Company severance policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections (i) and (ii) or, with respect to Subsections (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

(b)         Termination Payment.

(i)         Subject to the limits set forth in Subsection 9(b)(ii) hereof, the Termination Payment shall be an amount equal to (A) the Employee’s Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the greater of the Employee’s target bonus for the year in which the Termination Date occurs or the bonus the Employee received in the year prior to the Change in Control of the Company (the aggregate amount set forth in (A) and (B) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (C) the number of years or fractional portion thereof remaining in the Employment Period determined as of the Termination Date; provided, however, that such amount shall not be less than the greater of (i) the amount of the Employee’s Annual Cash Compensation or (ii) the severance benefits to which the Employee would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Employee in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Employee shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Employee securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Employee of the Termination Payment shall constitute the Employee’s release of any rights of Employee to, any other severance payments under any Company severance policy, practice or agreement. The Company shall bear up to $10,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Employee to advise the Employee as to matters relating to the computation of benefits due and payable under this Subsection 9(b).

(ii)         Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, “Total Payments”), would constitute an “excess parachute payment,” then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision) or which the Company may pay without loss of deduction under Section 280G(a) of the Code (or any successor provision). For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code (or any successor provision), and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b) (2) of the Code (or any successor provision). Within 40 days following a Covered Termination or notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Section 280G of the Code (or any successor provision), the Employee and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Employee (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments determined without regard to the limitations of this Subsection 9(b)(ii). As used in this Subsection 9(b)(ii), the term “Base Period Income” means an amount equal to the Employee’s “annualized includable compensation for the base period” as defined in Section 280G(d)(l) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. The opinion of National Tax Counsel shall be addressed to the Company and the Employee and shall be binding upon the Company and the Employee. If such National Tax Counsel opinion determines that there would be an excess parachute payment, the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includable in Total Payments shall be reduced or eliminated as specified by the Employee in writing delivered to the Company within thirty days of his receipt of such opinion or, if the Employee fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If such National Tax Counsel so requests in connection with the opinion required by this Section, the Employee and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Employee solely with respect to its status under Section 280G of the Code and the regulations thereunder.

(iii)         If, notwithstanding the provisions of Subsection (ii) of this Subsection 9(b) it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision), the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Subsection (iii), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iv)         The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Subsection 9(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

10.     Death. (a) Except as provided in Section 10(b) hereof, in the event of a Covered Termination due to the Employee’s death, the Employee’s estate, heirs and beneficiaries shall receive all the Employee’s Accrued Benefits through the Termination Date.

(b)         In the event the Employee dies after a Notice of Termination is given (i) by the Company or (ii) by the Employee for Good Reason, the Employee’s estate, heirs and beneficiaries shall be entitled to the benefits described in Subsection 10(a) hereof and, subject to the provisions of this Agreement, to such Termination Payment as the Employee would have been entitled to had the Employee lived. For purposes of this Subsection 10(b), the Termination Date shall be the earlier of 30 days following the giving of the Notice of Termination, subject to extension pursuant to Subsection 1(l) hereof, or one day prior to the end of the Employment Period.

11.     Retirement. If, during the Employment Period, the Employee and the Company shall execute an agreement providing for the early retirement of the Employee from the Company, or the Employee shall otherwise give notice that he is voluntarily choosing to retire early from the Company, the Employee shall receive Accrued Benefits through the Termination Date; provided, that if the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than by reason of death, disability or Cause and the Employee also, in connection with such termination, elects voluntary early retirement, the Employee shall also be entitled to receive a Termination Payment pursuant to Subsection 8(a) hereof.

12.     Termination for Disability. If, during the Employment Period, as a result of the Employee’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Employee shall have been absent from the Employee’s duties hereunder on a full-time basis for a period of six consecutive months and, within 30 days after the Company notifies the Employee in writing that it intends to terminate the Employee’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Employee shall not have returned to the performance of the Employee’s duties hereunder on a full-time basis, the Company may terminate the Employee’s employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 13 hereof. If the Employee’s employment is terminated on account of the Employee’s disability in accordance with this Section, the Employee shall receive Accrued Benefits in accordance with Subsection 9(a) hereof and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

13.     Termination Notice and Procedure. Any Covered Termination by the Company or the Employee (other than a termination of the Employee’s employment that is a Covered Termination by virtue of Subsection 2(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Employee, if such Notice is given by the Company, and to the Company, if such Notice is given by the Employee, all in accordance with the following procedures and those set forth in Section 23 hereof:

(a)         If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b)         Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Employee, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.

(c)         If the Notice is given by the Employee for Good Reason, the Employee may cease performing the Employee’s duties hereunder on or after the date 15 days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Employee may cease performing the Employee’s duties hereunder on the date of receipt of the Notice of Termination, subject to the Employee’s rights hereunder.

(d)         The Employee shall have 30 days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Employee’s employment for Cause under this Agreement pursuant to Subsection 1(d) (iii) hereof.

(e)         The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within 15 days after receipt thereof; provided, however, that if the Employee’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

14.     Further Obligations of the Employee.

(a)         Competition. The Employee agrees that, in the event of any Covered Termination where the Employee is entitled to Accrued Benefits and the Termination Payment, the Employee shall not, for a period expiring one year after the Termination Date, without the prior written approval of the Company’s Board of Directors, participate in the management of, be employed by or own any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from producing, selling, and distributing energy and providing energy-related services to its customers,any competitive activities that amount to 10% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year; provided, however, that nothing in this Subsection 14(a) shall prohibit the Employee from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor.

(b)         Confidentiality. During the Employee’s employment by the Company and for a period of five (5) years thereafter, the Employee 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), except to the extent authorized in writing by the Board 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 Employee 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 Employee 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.

15.     Expenses and Interest. If, after a Change in Control of the Company, (i) a dispute arises with respect to the enforcement of the Employee’s rights under this Agreement or (ii) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as, and to the extent that, the Employee prevails in such proceeding, the Employee shall recover from the Company the reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding as to which the Employee has prevailed (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Employee calculated at the rate of interest announced by Firstar Bank Milwaukee, N. A., Milwaukee, Wisconsin, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Any dispute as to the reasonableness of the Expenses incurred, or the extent to which the Employee has prevailed, shall be resolved by the presiding officer (arbitrator or judge) in the forum in which the substantive issues are finally resolved.

16.     Payment Obligations Absolute. The Company’s obligation during and after the Employment Period to pay the Employee the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15 of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Employee, or from whomsoever may be entitled thereto, for any reason whatsoever.

17.         Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a “Sale of Business”), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and Alliant shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting “Good Reason” hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b)         This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 7, 8, 9, 10, 11, 12 and 15 hereof if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee’s death.

18.     Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

19.     Contents of Agreement; Waiver of Rights; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede in all respects, and the Employee herby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter, including, but not limited to the Key Executive Employment and Severance Agreement dated as of Prior Agreement Date between Alliant Energy Corporation and the Employee. This Agreement may not be amended or modified at any time except by written instrument executed by Alliant and the Employee.

20.     Withholding. The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise.

21.     Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Employee and an authorized representative of the Company.

22.     Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Employee’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Madison, Wisconsin or, at the Employee’s election, if the Employee is not then residing or working in the Madison, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Employee resides; provided, that, if the Employee is not then residing in the United States, the election of the Employee with respect to such venue shall be either Madison, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Employee’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

23.     Notice. Notices given pursuant to this Agreement shall be in writing and, except as otherwise provided by Subsection 13(d) hereof, shall be deemed given when actually received by the Employee or actually received by the Company’s Corporate Secretary or any officer of the Company other than the Employee. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to Alliant Energy Corporation, Attention: Corporate Secretary (or President, if the Employee is then Corporate Secretary), 4902 North Biltmore Lane, P.O. Box 2568, Madison, Wisconsin 53701-2568, or if to the Employee, at the address set forth below the Employee’s signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

24.     No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

25.     Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

ALLIANT ENERGY CORPORATION

By:_____________________________________

        Its:_____________________________________

Attest:     _____________________________________

             Its:_____________________________________

EMPLOYEE:

_____________________________________(SEAL)

Address:_____________________________________

                _____________________________________

EX-10

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

        THIS AGREEMENT by and between Alliant Energy Corporation, a Wisconsin corporation (the “Company”), and Erroll B. Davis, Jr. (the “Executive”), originally dated as of the 21st day of April, 1998, and amended and restated as of the 29^th day of March, 1999, is hereby amended and restated as of the 26th day of March, 2004.

W I T N E S S E T H  T H A T

        WHEREAS, the Company wishes to provide for the employment by the Company of the Executive, and the Executive wishes to serve the Company and its subsidiaries, in the capacities and on the terms and conditions set forth in this Agreement, as amended and restated.

        NOW, THEREFORE, it is hereby agreed as follows:

1. Employment Period. The Company shall employ the Executive, and the Executive shall serve the Company, on the terms and conditions set forth in this Agreement, for a period commencing on the date of this Agreement and ending on the date of the Company’s 2006 annual meeting of shareholders, but in no event later than May 30, 2006, hereafter referred to as the “Employment Period.” Upon the termination of the Employment Period the Executive will have the status of a retired senior executive officer of the Company and shall be entitled to all of the rights, privileges and benefits provided to such retired officers.

2. Position and Duties.

(a) The Executive shall serve as Chairman of the Board of Directors and, unless and until otherwise determined by the Board of Directors, Chief Executive Officer of the Company; in each case with such duties and responsibilities as are customarily assigned to such positions, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company (the “Board”). The Executive also shall continue to serve as a member of the Board through the annual meeting of shareholders in 2006, but in no event later than May 30, 2006.

(b) As long as he is the Chief Executive Officer of the Company, in addition to the responsibilities designated in paragraph (a) of Section 2 above, the Executive shall be entitled to serve as the Chief Executive Officer of each entity which during such period is a subsidiary of the Company and the Company shall cause the Executive to be appointed or elected as the Chief Executive Officer of each such subsidiary. In his capacity as the Chief Executive Officer of said subsidiaries, the Executive shall have such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of each such subsidiary. During the Employment Period, the Executive also shall serve as a member of the Board of Directors of each of the Company’s subsidiaries and the Company shall cause the Executive to be appointed, elected or re-elected as such a director.

(c) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote reasonable attention and time during normal business hours to the business and affairs of the Company and its affiliates and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company and its affiliates in accordance with this Agreement. In particular, the Executive may join the board of directors of one additional for-profit corporation after July 1, 2004 and a second such board in 2005 as long as prior to such second appointment his status with the Company is that of non-CEO Chairman, and for both as long as there is no significant interference with his duties with the Company and the businesses of the corporation(s) are not competitive with those of the Company.

(d) The Company’s headquarters shall be located in Madison, Wisconsin and the Executive shall reside in the general area of Madison, Wisconsin. During the Employment Period, the Company also will provide the Executive with a furnished apartment in the Cedar Rapids, Iowa area.

3. Compensation.

(a) Base Salary. The Executive’s compensation during the Employment Period shall be determined by the Board upon the recommendation of the Compensation and Personnel Committee (or other appropriate committee) of the Board, subject to the next sentence and paragraph (b) of Section 3. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of not less than his aggregate annual base salary from the Company and its subsidiaries as in effect immediately before the date of this Agreement, i.e., $750,000. The Annual Base Salary shall be payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time. During the Employment Period, the Annual Base Salary shall be reviewed for possible increase at least annually. Any increase in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement.

(b) Incentive Compensation. During the Employment Period, the Executive shall continue to participate in short-term incentive compensation plans and long-term incentive compensation plans (the latter to consist of plans offering stock options, restricted stock and other long-term incentive compensation) offered by the Company and its present or future affiliates which shall provide him with the opportunity to earn, on a year-by-year basis, short-term and long-term incentive compensation (the “Incentive Compensation”). For 2004, the annual incentive target opportunity is 80% of Annual Base Salary and the long-term incentive target opportunity is 200% of Annual Base Salary. For 2005 and 2006, the annual and long-term incentive target opportunities for the Executive will be equal to or higher than the targets set for other named executive officers. If the Employment Period ends other than on the last day of a fiscal year, the extent to which incentives are earned and paid will be determined in accordance with the plan provisions governing participants who retire during the year.

(c) Other Benefits.

(i) Retirement Plan; Supplemental Retirement Plan. During the Employment Period, the Executive shall participate in retirement and supplemental retirement plans (the “Defined Benefit Arrangement”) such that the aggregate value of the retirement benefits that he and his spouse will receive at the end of the Employment Period under all defined benefit plans of the Company and its affiliates (whether qualified or not) will be not less than the benefits he would have received (assuming his employment through the end of the Employment Period) under the Defined Benefit Arrangement in which the Executive participated as in effect immediately prior to the date of this Agreement. Despite anything in the plan to the contrary, for purposes of computing the benefits under the supplemental retirement plan between the Executive and the Company dated August 15, 2003, as the same may be hereafter amended (the “SRP”), the following rules shall apply:

A. For purposes of the definition of “Earnings” in Section 2.6 of the SRP, the Executive shall be treated as earning $595,539 of annual bonus for 2003 payable in 2004, which is the amount that the Executive would have been paid based on 2003 performance had he not in fact waived participation in such incentive plan.

B. For purposes of the definition of “Earnings” in Section 2.6 of the SRP, if the Executive shall cease to be Chief Executive Officer of the Company during 2005 but remains the Chairman through the end of the calendar year, and if the annual bonus for 2005 paid in 2006 is less than the Executive’s target award, the Executive shall be treated as earning the target award for such year.

C. For purposes of calculating the lump sum payment amount pursuant to Section 3.1(d) of the SRP, such amount payable to the Executive shall be the largest of the following: (i) the amount using the terms of Section 3.1(d) without adjustment; (ii) the dollar amount that would have been payable to the Executive on May 1, 2003 if the Executive had voluntarily terminated employment on April 30, 2003; or (iii) an amount which is the sum of (A) the value of the benefit which the Executive had accrued under the SRP as of April 30, 2003 using a special discount rate of 4.61% (the rate in effect as of April 30, 2003) and (B) the value of the remainder of the accrued benefit using the rate specified in Section 3.1(d) of the SRP. For purposes of calculating the lump sum payment amount pursuant to Section 3.1(d) of the SRP, such amount payable to the Executive’s beneficiary pursuant to Section 6.1 of the SRP shall be the largest of the following: (iv) the amount using the terms of Section 3.1(d) without adjustment; (v) the dollar amount that would have been payable to the Executive’s beneficiary on May 1, 2003 if the Executive had died on April 30, 2003; or (vi) an amount which is the sum of (A) the value of the pre-retirement death benefit which the Executive had accrued under the SRP as of April 30, 2003 using a special discount rate of 4.61% (the rate in effect as of April 30, 2003) and (B) the value of the remainder of the pre-retirement death benefit using the rate specified in Section 3.1(d) of the SRP. Notwithstanding the foregoing, if paragraph (a) of Section 5 is applicable, then the computations in this subparagraph shall be made at the end of the Employment Period as defined in Section 5 as if the employment terminated on that date.

D. Upon termination of employment if the Executive is employed by the Company until the end of the Employment Period or if, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability, the Executive terminates employment for Good Reason or the Executive’s employment is terminated as a result of the mutual agreement of the Board and the Executive, the Executive shall be deemed a retiree under the SRP and benefits shall not be subject to the early commencement reduction factors otherwise provided in Section 4.1 of the SRP for any purpose, including the calculations set forth in subparagraph C(i), (iii), (iv) and (vi) but specifically not for the calculations set forth in subparagraph C(ii) and (v), above. If, during the Employment Period, the Executive’s employment is terminated by the Company for Cause or Disability or if the Executive voluntarily terminates employment during the Employment Period other than for Good Reason, then the Executive shall be deemed a retiree under the SRP, the benefits shall not be subject to the early commencement reduction factors otherwise provided in Section 4.1 of the SRP for any purpose, including the calculations set forth in subparagraph C(i), (iii), (iv) and (vi) but specifically not for the calculations set forth in subparagraph C(ii) and (v), above, but the benefit shall not commence earlier than September 1, 2006, although it shall not otherwise be delayed after that date by operation of Section 5.1 of the SRP which would typically defer SRP payments until after cessation of long-term disability benefits. In the event employment is terminated by the Executive’s death, as provided in Section 6.1 of the SRP, the benefits would not be subject to the early commencement reduction factors otherwise provided in Section 4.1 of the SRP.

(ii) Executive Tenure Compensation Plan. During the Employment Period, the Executive shall continue to participate in the Alliant Energy Corporation Executive Tenure Compensation Plan. The Board of Directors has approved treating the Executive as a retiree under the Executive Tenure Compensation Plan entitled to full unreduced benefits thereunder if the Executive is employed by the Company until the end of the Employment Period or if, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability, the Executive terminates employment for Good Reason or the Executive’s employment is terminated as a result of the mutual agreement of the Board and the Executive. If, during the Employment Period, the Executive’s employment is terminated by the Company for Cause or Disability or if the Executive voluntarily terminates employment during the Employment Period other than for Good Reason, the Board of Directors has approved treating the Executive as a retiree under the Executive Tenure Compensation Plan but benefits shall not commence until September 1, 2006. If the Executive dies during the Employment Period, the beneficiary(ies) will be entitled to the benefits provided for under Section 5 of the Executive Tenure Compensation Plan. Notwithstanding the foregoing, if paragraph (a) of Section 5 is applicable, then the computations and distribution pursuant to this provision shall be made at the end of the Employment Period as defined in Section 5 as if the employment terminated on that date.

(iii) Life Insurance. During the Employment Period, the Company shall provide the Executive with life insurance coverage (the “Life Insurance Coverage”) providing a death benefit to such beneficiary or beneficiaries as the Executive may designate of not less than three times his Annual Base Salary.

(iv) Additional Benefits. In addition, and without limiting the generality of the foregoing, during the Employment Period and thereafter: (A) the Executive shall be entitled to participate in all applicable incentive, savings and retirement plans, practices, policies and programs of the Company and its affiliates to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company, and (B) the Executive and/or the Executive’s family, as the case may be, shall be eligible for immediate participation in (and without any limitation for preexisting conditions), and shall receive all benefits under, all applicable welfare benefit plans, practices, policies and programs provided by the Company and its affiliates, other than severance plans, practices, policies and programs but including, without limitation, medical, prescription, dental, disability, salary continuance, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs, to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company, provided, however, that the Executive’s aggregate benefits as a retired senior executive under the plans described in this clause (B) shall not be less than the benefits provided by the Company and its affiliates to its retired senior executive officers as of the date of this Agreement.

(v) Technology Support. For a period of five years following termination of employment, the Company shall provide the Executive with access to the Company’s technology support.

(d) Perquisites. During the Employment Period, the Executive shall be entitled to receive such perquisites as the Company may establish from time to time which are commensurate with his position and at least comparable to those received by other senior executives at the Company.

(e) Expense Reimbursement. The Company shall reimburse the Executive for all reasonable and documented expenses incurred by the Executive in the performance of the Executive’s duties under this Agreement.

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. The Company shall be entitled to terminate the Executive’s employment because of the Executive’s Disability during the Employment Period. “Disability” means that (i) the Executive has been unable, for a period of 180 consecutive business days, to perform the Executive’s duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and acceptable to the Executive or the Executive’s legal representative, has determined that the Executive’s incapacity is total and permanent. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date.

(b) By the Company.

(i) The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. “Cause” means:

A. the willful and continued failure of the Executive substantially to perform the Executive’s duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board delivers to the Executive a written demand for substantial performance that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties; or

B. illegal conduct or gross misconduct by the Executive, in either case that is willful and results in material and demonstrable damage to the business or reputation of the Company.

No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(ii) A termination of the Executive’s employment for Cause shall be effected in accordance with the following procedures. The Company shall give the Executive written notice (“Notice of Termination for Cause”) of its intention to terminate the Executive’s employment for Cause, setting forth in reasonable detail the specific conduct of the Executive that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Special Board Meeting for Cause. The “Special Board Meeting for Cause” means a meeting of the Board called and held specifically for the purpose of considering the Executive’s termination for Cause, that takes place not less than ten (10) and not more than twenty (20) business days after the Executive receives the Notice of Termination for Cause. The Executive shall be given an opportunity, together with counsel, to be heard at the Special Board Meeting for Cause. The Executive’s termination for Cause shall be effective when and if a resolution is duly adopted at the Special Board Meeting for Cause by a two-thirds vote of the entire membership of the Board, excluding employee directors, stating that in the good faith opinion of the Board, the Executive is guilty of the conduct described in the Notice of Termination for Cause, and that conduct constitutes Cause under this Agreement.

(iii) A termination of the Executive’s employment without Cause shall be effected in accordance with the following procedures. The Company shall give the Executive written notice (“Notice of Termination without Cause”) of its intention to terminate the Executive’s employment without Cause, stating the date, time and place of the Special Board Meeting without Cause. The “Special Board Meeting without Cause” means a meeting of the Board called and held specifically for the purpose of considering the Executive’s termination without Cause, that takes place not less than ten (10) and not more than twenty (20) business days after the Executive receives the Notice of Termination without Cause. The Executive shall be given an opportunity, together with counsel, to be heard at the Special Board Meeting without Cause. The Executive’s termination without Cause shall be effective when and if a resolution is duly adopted at the Special Board Meeting without Cause by a two-thirds vote of the entire membership of the Board, excluding employee directors, stating that the Executive is terminated without Cause.

(c) Good Reason.

(i) The Executive may terminate employment for Good Reason or without Good Reason. “Good Reason” means:

A. the assignment to the Executive of any duties inconsistent in any respect with paragraphs (a) and (b) of Section 2 of this Agreement, or any other action by the Company that results in a diminution in the Executive’s position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from the Executive and other than the diminution contemplated in paragraph (a) of Section 2 of this Agreement;

B. any failure by the Company to comply with any provision of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from the Executive;

C. any requirement by the Company that the Executive’s services be rendered primarily at a location or locations other than that provided for in paragraph (d) of Section 2 of this Agreement;

D. any purported termination of the Executive’s employment by the Company for a reason or in a manner not expressly permitted by this Agreement;

E. any failure by the Company to comply with paragraph (c) of Section 11 of this Agreement; or

F. any other substantial breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice thereof from the Executive.

(ii) A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination within six months of the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. A termination of employment by the Executive for Good Reason shall be effective on the fifth business day following the date when the Notice of Termination for Good Reason is given, unless the notice sets forth a later date (which date shall in no event be later than thirty (30) days after the notice is given).

(iii) A termination of the Executive’s employment by the Executive without Good Reason shall be effected by giving the Company written notice of the termination.

(d) Date of Termination. The “Date of Termination” means the date of the Executive’s death, the Disability Effective Date, the date on which the termination of the Executive’s employment by the Company for Cause or without Cause or by the Executive for Good Reason is effective, or the later of the date on which the Executive gives the Company notice of a termination of employment without Good Reason, as the case may be, or such later date as is acceptable to the Board.

5. Obligations of the Company upon Termination.

(a) By the Company other than for Cause or Disability; by the Executive for Good Reason; as a Result of Mutual Agreement of the Board and the Executive. If, during the Employment Period, (i) the Company terminates the Executive’s employment, other than for Cause or Disability, (ii) the Executive terminates employment for Good Reason, or (iii) the Executive’s employment is terminated as a result of the mutual agreement of the Board and the Executive, the Company shall continue to provide the Executive with the compensation and benefits set forth in paragraphs (a), (b) and (c) of Section 3 as if he had remained employed by the Company pursuant to this Agreement for the longer of the remainder of the Employment Period or one year (for this purpose, such period the “Severance Period”) and then retired (at which time he will be treated as eligible for and will be entitled to receive all retiree welfare benefits and other benefits provided to retired senior executives, as set forth in paragraph (c) of Section 3, with such benefits being calculated for this purpose as though the Executive had retired at age 62 with earnings on an annual basis during the years between the Date of Termination and age 62 equal to the Executive’s earnings for the year immediately preceding the Date of Termination); provided, that the Incentive Compensation for the Severance Period shall be equal to the maximum Incentive Compensation that the Executive would have been eligible to earn for such period; provided, further that in lieu of stock options, restricted stock and other stock-based awards, the Executive shall be paid cash equal to the fair market value (without regard to any restrictions) of the stock options, restricted stock and other stock-based awards that would otherwise have been granted; and provided, further that to the extent any benefits described in paragraph (c) of Section 3 cannot be provided pursuant to the plan or program maintained by the Company for its executives, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to the Executive and his family; and provided, finally, that during any period when the Executive is eligible to receive benefits of the type described in clause (B) of paragraph (c)(iv) of Section 3 under another employer-provided plan, the benefits provided by the Company under this paragraph (a) of Section 5 may be made secondary to those provided under such other plan. For this purpose, in the event that the Severance Period extends beyond the end of the Employment Period, the Employment Period will be deemed to extend to the end of the Severance Period. In addition to the foregoing, any restricted stock outstanding on the Date of Termination shall be fully vested as of the Date of Termination, all options outstanding on the Date of Termination shall be fully vested and exercisable and shall remain in effect and exercisable through the end of their respective terms, without regard to the termination of the Executive’s employment, and any performance shares or units shall be governed by the terms and conditions of the Company’s long-term incentive plan under which they were awarded. The payments and benefits provided pursuant to this paragraph (a) of Section 5 are intended as liquidated damages for a termination of the Executive’s employment by the Company other than for Cause or Disability or for the actions of the Company leading to a termination of the Executive’s employment by the Executive for Good Reason, and shall be the sole and exclusive remedy therefor.

(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, the Company shall pay to the Executive’s designated beneficiaries (or, if there is no such beneficiary, to the Executive’s estate or legal representative), in a lump sum in cash within thirty (30) days after the Date of Termination, the sum of the following amounts (the “Accrued Obligations”): (1) any portion of the Executive’s Annual Base Salary through the Date of Termination that has not yet been paid; (2) an amount representing the Incentive Compensation for the period that includes the Date of Termination, computed by assuming that the amount of all such Incentive Compensation would be equal to the maximum amount of such Incentive Compensation that the Executive would have been eligible to earn for such period, and multiplying that amount by a fraction, the numerator of which is the number of days in such period through the Date of Termination, and the denominator of which is the total number of days in the relevant period; and (3) any accrued but unpaid Incentive Compensation and vacation pay. Any deferred compensation (together with any accrued interest or earnings thereon, if any) that has not yet been paid, will be paid in accordance with the terms and conditions applicable to such deferred compensation.

(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Executive shall be entitled to the Accrued Obligations that would have been provided in the event of death above and to such other, nonduplicative benefits as may be provided by the Company’s current disability program.

(d) By the Company for Cause; By the Executive Other than for Good Reason. If the Executive’s employment is terminated by the Company for Cause during the Employment Period, the Company shall pay the Executive the Annual Base Salary through the Date of Termination and the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), in each case to the extent not yet paid, and the Company shall have no further obligations under this Agreement, except as specified in Section 6 below. If the Executive voluntarily terminates employment during the Employment Period, other than for Good Reason, the Company shall pay the Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination, and the Company shall have no further obligations under this Agreement, except as specified in Section 6 below.

6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliates for which the Executive may qualify, nor shall anything in this Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliates relating to subject matter other than that specifically addressed herein. Vested benefits and other amounts that the Executive is otherwise entitled to receive under the Incentive Compensation program, the Defined Benefit Arrangement, the Life Insurance Coverage, the Executive Tenure Compensation Plan, the Executive’s deferred compensation plan(s), or any other plan, policy, practice or program of, or any contract or agreement with, the Company or any of its affiliates on or after the Date of Termination shall be payable in accordance with the terms of each such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

7. Full Settlement. The Company’s obligation to make the payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The amounts payable by the Company under this Agreement shall not be offset or reduced by any amounts otherwise receivable or received by the Executive from any source, except as specifically provided in paragraph (a) of Section 5 with respect to benefits described in clause (B) of paragraph (c)(iv) of Section 3.

8. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses that the Executive obtains during the Executive’s employment by the Company or any of its affiliated companies and that is not public knowledge (other than as a result of the Executive’s violation of this Section 8) (“Confidential Information”). The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive’s employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. In no event shall any asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

9. Total Payments.

(a) Notwithstanding any other provision of this Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the Company (in the aggregate “Total Payments”), would constitute an “excess parachute payment,” the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by this paragraph (a) of Section 9, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code (or any successor provision). Promptly following either notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code or notice by the Executive to the Company of his belief of such result, the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of Total Payments, (iii) the amount and present value of any excess parachute payments, and (iv) the amount of any Gross-Up Payment. As used in this Agreement, the term “Base Period Income” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this paragraph (a) of Section 9, the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. Within five (5) days after the National Tax Counsel’s opinion is received by the Company and the Executive, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive such amounts as are then due to Executive under this Agreement.

(b) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, a change is finally determined to be required in the amount of taxes paid by the Executive, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to the Executive after taking into account the provisions of Section 4999 of the Code shall reflect the intent of the parties as expressed in paragraph (a) above, in the manner determined by the National Tax Counsel. The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Section 9, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

10. Attorneys’ Fees. The Company agrees to pay, as incurred, to the fullest extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome) by the Company, the Executive or others of the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement, together with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

11. Successors.

(a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.

12. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Erroll B. Davis, Jr.
155 East Wilson Street, #501
Madison, WI 53703

With a copy to:

Debra Sadow Koenig
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202

If to the Company:

Alliant Energy Corporation
4902 N. Biltmore Lane
P.O. Box 77007
Madison, WI 53707-1007
Attention: General Counsel

With a copy to:

Benjamin F. Garmer, III
c/o Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5367

or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 12. Notices and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

(d) Notwithstanding any other provisions of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provisions of, or to assert any right under, this Agreement (including, without limitation, the right of Executive to terminate employment for Good Reason pursuant to paragraph (c) of Section 4 of this Agreement) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(f) The Executive and the Company acknowledge that this Agreement supersedes any other agreement between them concerning the subject matter hereof, excluding the Key Executive Employment and Severance Agreement between the Executive and the Company dated March 29, 1999, as in effect on the date hereof or as hereafter amended from time to time (the “Severance Agreement”); provided, however, that to the extent that a payment or benefit to be provided under this Agreement is similarly to be provided under the Severance Agreement, the Company agrees to pay or provide to the Executive that payment or benefit which provides the highest value to the Executive, and the Executive agrees, in order to avoid duplication of payments or benefits, that upon the receipt of any such highest value payment or benefit under either this Agreement or the Severance Agreement, as the case may be, he shall have no right to any similar payment or benefit of lesser value under the other agreement.

(g) The rights and benefits of the Executive under this Agreement may not be anticipated, assigned, alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by the Executive to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void.

(h) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

13. Effectiveness of Agreement. This Agreement is effective when executed by the Company and the Executive in the signature spaces provided below.

        IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written.

____________________________________

Erroll B. Davis, Jr.

ALLIANT ENERGY CORPORATION

By___________________________________

    Name:

    Title:

EX-31

Exhibit 31.1

Certification of the Chairman 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: May 6, 2004

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.2

Certification of the Senior 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: May 6, 2004

/s/ Eliot G. Protsch

Eliot G. Protsch

Senior 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: May 6, 2004

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.4

Certification of the 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: May 6, 2004

/s/ Eliot G. Protsch

Eliot G. Protsch

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: May 6, 2004

/s/ Erroll B. Davis, Jr.

Erroll B. Davis, Jr.

Chairman and

Chief Executive Officer

EX-31

Exhibit 31.6

Certification of the 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: May 6, 2004

/s/ Eliot G. Protsch

Eliot G. Protsch

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 March 31, 2004 (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
Senior Executive Vice President and Chief Financial Officer

May 6, 2004

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 March 31, 2004 (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
Chief Financial Officer

May 6, 2004

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 March 31, 2004 (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
Chief Financial Officer

May 6, 2004