SEVERANCE AGREEMENT AND RELEASE

1.

Severance Date . Employee’s employment with Employer will terminate effective November 15, 2003 (“Severance Date”). Employee shall receive Employee’s current salary and benefits, including payment for unused vacation, through the Severance Date. Except as expressly provided herein, all obligations of Employer to Employee will terminate as of the Severance Date.

2.

Severance Benefits . In consideration for the release set forth in Paragraph 5 of this Agreement and the restrictions set forth in Paragraph 8 of this Agreement, Employer will pay to Employee the sum of six hundred eighty thousand dollars ($680,000.00), subject to appropriate federal and state withholdings, by the next regular pay period following the expiration of the seven (7) day revocation period specified in Paragraph 12.
Employer will also pay Employee reasonable attorneys fees, as determined by Employer, incurred by Employee in the negotiation of this Agreement.

3.

  Outplacement Services or Tuition Reimbursement . In further consideration for the release set forth in Paragraph 5 of this Agreement and the restrictions set forth in Paragraph 8 of the Agreement, Employer will provide Employee with up to twenty thousand dollars ($20,000.00) in either outplacement services or tuition reimbursement. Outplacement services must be used within six (6) months of the Severance Date and tuition reimbursement benefits must be used within twenty-four (24) months of the Severance Date.

4.

  Other Benefits . Employee will cease to be eligible to participate under any stock option, bonus, equity, incentive compensation, medical, dental, life insurance, retirement, pension, and other compensation or benefit plans of Employer following the Severance Date except as set forth below. Thereafter, Employee will have no rights under such plans, except as follows:

a.

If Employee is currently enrolled in a medical plan and/or dental plan of Employer, such coverage shall continue through November 30, 2003. Thereafter, Employee may elect to continue coverage under federal COBRA provisions for up to eighteen (18) months. If Employee elects continued coverage, Employer will pay for the COBRA coverage for up to eighteen (18) months.

b.

If Employee is currently enrolled in any life insurance, spouse life insurance or child life insurance plans, such coverage shall continue through November 30, 2003. Thereafter, Employee may elect to continue coverage in accordance with the provisions of those plans at his own cost.

c.

If Employee is currently enrolled in any accidental death & dismemberment or long term disability insurance plans, such coverage will cease on the Severance Date.

d.

Employee will retain any vested rights under all qualified retirement plans of Employer in which Employee is a participant and all rights associated with such benefits, as determined by the official terms of those plans including the Alliant Energy Cash Balance Plan, the Alliant Energy Excess Plan and the Alliant Energy 401 (k) Plan. Employee’s balances in the Alliant Energy Cash Balance Plan and the Alliant Energy Excess Plan as of January 1, 2003, were $68,056.35 and $57,100.18, respectively, for a total of $125,156.53.

e.

Employee will retain his rights under the Alliant Energy Corporation Key Employee Deferred Compensation Plan. Employee’s entire balance in this plan is in the Company stock account and is currently approximately 17,833 shares. The balance of this account will be paid to Employee in accordance with the terms of the plan.

5.

  Employee’s Release . In exchange for the promises made by Employer contained in this Agreement, Employee hereby releases and forever discharges Employer, its parent, subsidiaries, affiliates, agents, employees, officers, directors, shareholders, successors, and assigns from all claims, liabilities, demands and causes of action whether known or unknown, fixed or contingent, arising out of or in any way connected with Employee’s employment with Employer or the termination thereof. This Agreement includes, but is not limited to, all matters in law, in equity, in contract, or in tort, pursuant to statute, including any claim arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Fair Labor Standards Act, or any other applicable federal, state, or local law or ordinance. This Agreement does not apply to any claim or rights that may arise under the Age Discrimination in Employment Act after the date this Agreement is executed. It is expressly agreed Employee will not institute, cause to be instituted, prosecute, or take any award of money or other damages from any action, lawsuit, complaint, or proceeding against Employer which relates to, or arises out of, Employee’s employment with Employer or the termination thereof; provided, however, that this provision shall not be deemed to prohibit either party from taking such steps as are necessary to enforce the terms and conditions of this Agreement.

6.

  Employer’s Release . In exchange for the promises made by Employee contained in this Agreement, Employer hereby releases and forever discharges Employee, his heirs, executors, estates, personal representatives, legal representatives, successors and assigns from all claims, liabilities, demands and causes of action of whatsoever kind or nature which Employer now has or may hereafter have as a result of Employee’s employment with Employer except as provided in this paragraph and elsewhere in this Agreement. This release does not preclude Employer from seeking damages from Employee for any actions of Employee which occur after the date of execution of this Agreement or for any actions of Employee which occurred prior to the date of execution of this Agreement if said actions were not known to Employer or its attorneys at the time of execution of this Agreement.

7.

  Indemnification; Cooperation . In the event that Employee is named as an individual under investigation or named as a party in any litigation arising out of Employee’s employment with Employer, Employer shall, to the fullest extent permitted or required by Sections 180