EXHIBIT 99

IES Utilities Inc. (Utilities) is a wholly-owned subsidiary of IES
Industries Inc. (Industries). Substantially all of the information
required for Utilities with respect to Form 10-K Items 11, 12 and
13 is included in Industries' definitive proxy statement prepared
for the 1995 annual meeting of shareholders, which was filed with
the Commission on March 20, 1995. Attached hereto are the applicable
pages from Industries' definitive proxy statement.

PROPOSAL NUMBER 1--NOMINATION AND ELECTION OF DIRECTORS

Twelve directors will be elected by the Shareholders at the Annual Meeting to
serve until the next annual meeting or until their respective successors have
been duly elected and qualified. Eleven of the nominees have previously been
elected as directors by the Shareholders. Jack R. Newman was appointed to the
Board of Directors on August 2, 1994.

In the event that any nominee should become unavailable for election, which
is not now contemplated, the Board of Directors reserves discretionary
authority to designate a substitute nominee. Proxies will be voted for the
election of such other nominee or nominees as may be so designated by the Board
of Directors.

NOMINEES FOR ELECTION AS DIRECTORS

NAME AND AGE YEAR FIRST
ELECTED A
DIRECTOR

C.R.S. ANDERSON, 67 1978

Mr. Anderson is the retired Chairman of the Board of IES
Industries after serving in that position following the merger
of IE Industries Inc. and Iowa Southern Inc. Prior to the
merger, Mr. Anderson was Chairman and President of Iowa
[PHOTO Southern Inc., and had served in various positions at Iowa
APPEARS Southern Utilities Company since 1956. He is a past chairman
HERE] of the Missouri Valley Electric Association and the Iowa
Association of Business and Industry; and a former director of
IMG Bond Accumulation Fund, IMG Stock Accumulation Fund,
Midwest Gas Association and the Iowa Business Development
Credit Corporation. Mr. Anderson has been a director of IES
Industries since 1991 and was first elected to the Iowa
Southern Utilities Company board in 1978. Mr. Anderson serves
on the Executive Committee and chairs the Audit Committee.

J. WAYNE BEVIS, 60 1987

Mr. Bevis is Vice Chairman and Chief Executive Officer of
Pella Corporation, a window and door manufacturing company in
Pella, Iowa. He has served in various positions at Pella
[PHOTO Corporation since 1973. Mr. Bevis is Chairman of several Pella
APPEARS Corporation subsidiaries and a member of the Policy Advisory
HERE] Board of the Joint Center of Housing Studies of Harvard
University and the University of Iowa College of Business
Board of Visitors. He is a member and past chairman of the
Iowa Business Council. Mr. Bevis has been a director of IES
Industries since 1991 and was first elected to the IE
Industries Inc. board in 1987. Mr. Bevis serves on the Audit
Committee.

GEORGE DALY, 54 1988

Dr. Daly is Dean of the Leonard Stern School of Business, New
York University, New York, New York. Dr. Daly was Dean of the
[PHOTO College of Business Administration at the University of Iowa,
APPEARS Iowa City, Iowa from July 1983 to July 1993. He has published
HERE] a variety of academic journals and authored several books. Dr.
Daly has been active in government policymaking and formerly
held posts with federal governmental agencies. He has been a
director of the Company since 1991 and was first elected to
the IE Industries Inc. board in 1988. Dr. Daly serves on the
Compensation Committee.

BLAKE O. FISHER, JR., 50 1991

Mr. Fisher has served as Executive Vice President & Chief
Financial Officer of the Company since January 1991. He was
appointed President, Chief Operating Officer & Chief Financial
Officer of IES Utilities Inc. in February 1995. Mr. Fisher
[PHOTO previously held various management positions at Consumers
APPEARS Power Company, an electric and gas utility company in Jackson,
HERE] Michigan, beginning in 1967, including Vice President of
Finance and Treasurer. He is a director of McLeod, Inc., a
telecommunications company in Cedar Rapids, Iowa and a
director of Personal Safety Corporation. Mr. Fisher is also a
member of the board of trustees of Coe College, Theatre Cedar
Rapids and Brucemore, all located in Cedar Rapids, Iowa. He
has been a director of the Company since 1991 and was first
elected to the IE Industries Inc. board in 1991.

G. SHARP LANNOM, IV, 56 1987

Mr. Lannom is President and Chief Executive Officer of DeLong
Sportswear, Inc., a sportswear manufacturer in Grinnell, Iowa.
[PHOTO Mr. Lannom has served as Chief Executive Officer of DeLong
APPEARS since 1961. He is chairman of the Ahrens Family Center in
HERE] Grinnell, Iowa. Mr. Lannom has been a director of the Company
since 1991 and was first elected to the board of Iowa Southern
Inc. in 1987. Mr. Lannom serves on the Compensation Committee.

NAME AND AGE YEAR FIRST
ELECTED A
DIRECTOR

LEE LIU, 61 1981

Mr. Liu is Chairman of the Board, President & Chief Executive
Officer of the Company and is Chairman of the Board & Chief
Executive Officer of IES Utilities Inc. Mr. Liu has held a
number of professional, management and executive positions
since joining Iowa Electric Light and Power Company in 1957.
[PHOTO He is a director of: HON Industries Inc., an office equipment
APPEARS manufacturer in Muscatine, Iowa; Principal Financial Group, an
HERE] insurance company in Des Moines, Iowa; and Eastman Chemical
Company, a diversified chemical company in Kingsport,
Tennessee. Mr. Liu is also a director of the Edison Electric
Institute, an electric industry interest group in Washington,
D.C. He also serves as a trustee for Mercy Medical Center, a
hospital in Cedar Rapids, Iowa and is a member of the Iowa
Business Council, the Iowa Utility Association and the
University of Iowa College of Business Board of Visitors. Mr.
Liu has been a director of the Company since 1991 and was
first elected to the board of Iowa Electric Light and Power
Company in 1981. Mr. Liu chairs the Executive Committee and
serves on the Nominating Committee.

JACK R. NEWMAN, 61 1994

Mr. Newman has been a Partner of Morgan, Lewis & Bockius, an
international law firm based in Washington, D.C., specializing
in energy matters since December 1, 1994. Mr. Newman has been
engaged in private practice since 1967 and was previously a
[PHOTO partner in the law firms Newman & Holtzinger and Newman,
APPEARS Bouknight & Edgar. He has served as nuclear legal counsel to
HERE] the Company since 1968. Prior to 1967, Mr. Newman served as
Secretary and General Counsel of the Nuclear Materials and
Equipment Corporation and as Staff Counsel to the Joint
Congressional Committee on Atomic Energy. He advises a number
of utility companies on nuclear power matters, including many
European and Asian companies. Mr. Newman is a member of the
Bar of the State of New York, the Bar Association of the
District of Columbia, the Association of the Bar of the City
of New York, the Federal Bar Association and the Lawyers
Committee of the Edison Electric Institute. He was first
appointed to the board of the Company in August 1994. Mr.
Newman serves on the Compensation Committee.

ROBERT D. RAY, 66 1987

Mr. Ray is President and Chief Executive Officer of IASD
Health Services Inc. (formerly Blue Cross and Blue Shield of
Iowa, Western Iowa and South Dakota), an insurance firm in Des
Moines, Iowa. From 1983 until 1989 he was President and Chief
[PHOTO Executive Officer of Life Investors, Inc., an insurance firm
APPEARS in Cedar Rapids, Iowa. Mr. Ray served as Governor of the State
HERE] of Iowa for fourteen years, and was the United States Delegate
to the United Nations in 1984. He is a director of the Maytag
Company, an appliance manufacturer in Newton, Iowa and a
director of Norwest Bank of Iowa in Des Moines, Iowa. He also
serves as Chairman of the National Leadership Commission on
Health Care Reform and the National Advisory Committee on
Rural Health Care. Mr. Ray is a member of the Board of
Governors of Drake University, Des Moines, Iowa, and the Iowa
Business Council. He has been a director of the Company since
1991 and was first elected to the IE Industries Inc. board in
1987. Mr. Ray serves on the Audit and Nominating Committees.

NAME AND AGE YEAR FIRST
ELECTED A
DIRECTOR

DAVID Q. REED, 63 1967

Mr. Reed is a sole practitioner of law in Kansas City,
Missouri. Mr. Reed has been engaged in the private practice of
law since 1960. From 1972 until 1988, he was a senior member
[PHOTO of the firm of Kodas, Reed & McFadden, P.C. in Kansas City,
APPEARS Missouri. Mr. Reed is a member of the American Bar
HERE] Association, the Association of Trial Lawyers of America, the
Missouri Association of Trial Lawyers, the Missouri Bar and
the Kansas City Metropolitan Bar Association. He served in the
Missouri General Assembly from 1972 until 1974. Mr. Reed has
been a director of the Company since 1991 and was first
elected to the Iowa Electric Light and Power Company board in
1967. Mr. Reed serves on the Executive Committee and chairs
the Nominating Committee.

HENRY ROYER, 63 1984

Mr. Royer has been President and Chief Executive Officer of
River City Bank in Sacramento, California since August 1994.
[PHOTO He served as Chairman of the Board and President of Firstar
APPEARS Bank of Cedar Rapids, N.A. from 1983 until 1994. Mr. Royer is
HERE] a director of CRST, Inc., a trucking company in Cedar Rapids,
Iowa and has served on numerous Cedar Rapids community
organization boards. He has been a director of the Company
since 1991 and was first elected to the board of Iowa Electric
Light and Power Company in 1984. Mr. Royer serves on the
Executive Committee and chairs the Compensation Committee.

ROBERT W. SCHLUTZ, 59 1989

Mr. Schlutz is President of Schlutz Enterprises, a diversified
farming and retailing business in Columbus Junction, Iowa. He
is a director of PM Agri-Nutritional Group Inc., an animal
[PHOTO health business, in St. Louis, Missouri and the Iowa
APPEARS Foundation for Agricultural Advancement. Mr. Schlutz is a Vice
HERE] President of the Iowa State Fair Board and a member of various
community organizations. He also served on the National
Advisory Council for the Kentucky Fried Chicken Corporation.
He is a past chairman of the Environmental Protection
Commission for the State of Iowa. Mr. Schlutz has been a
director of the Company since 1991 and was first elected to
the Iowa Southern Inc. board in 1989. Mr. Schlutz serves on
the Audit Committee.

ANTHONY R. WEILER, 58 1979

Mr. Weiler is Senior Vice President, Merchandising, for
Heilig-Meyers Company, a 650 store furniture retailer
headquartered in Richmond, Virginia. Mr. Weiler was previously
Chairman and Chief Executive Officer of Chittenden & Eastman
[PHOTO Company, a national manufacturer of mattresses in Burlington,
APPEARS Iowa. He was with Chittenden & Eastman from 1960 until 1995,
HERE] and held various management positions. Mr. Weiler is President
of the National Home Furnishings Association and a director of
the Retail Home Furnishings Foundation. He is a trustee of
NHFA Insurance and a past director of the Burlington Area
Development Corporation, the Burlington Area Chamber of
Commerce and various community organizations. Mr. Weiler has
been a director of the Company since 1991 and was first
elected to the Iowa Southern Utilities Company board in 1979.
Mr. Weiler serves on the Nominating Committee.

Except as otherwise noted, all nominees have served in their current positions
for five years or more as of the date of this proxy. All other information is
as of January 1, 1995. All nominees are also the current directors of IES
Utilities Inc. ("IES Utilities"), the principal subsidiary of IES Industries.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

The IES Industries Board does not know of any person who beneficially owns 5%
or more of the outstanding Common Stock of the Company.

SECURITY OWNERSHIP OF MANAGEMENT

Set forth below is certain information with respect to beneficial ownership
of the Common Stock of the Company as of February 10, 1995 by each current
director and nominee for director, certain Executive Officers and by all
directors and listed Executive Officers of the Company as a group:

AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS
------------------------ ------------------------ ----------

C.R.S. Anderson...................... 19,000 .07%
J. Wayne Bevis....................... 500 (2)
Dr. George Daly...................... 2,000 (2)
Blake O. Fisher, Jr.................. 11,361 .04%
Dr. Robert J. Latham................. 13,024 .05%
G. Sharp Lannom, IV.................. 800 (2)
Lee Liu.............................. 25,620 .09%
Rene H. Males........................ 7,855 .03%
Jack R. Newman....................... 0 (2)
Robert D. Ray........................ 1,500 (2)
David Q. Reed........................ 4,002 .01%
Larry D. Root........................ 13,295 .05%
Henry Royer.......................... 1,657 (2)
Robert W. Schlutz.................... 1,331 (2)
Anthony R. Weiler.................... 2,496 (2)
All listed Executive Officers and
directors of the Company as a group
(15 persons)........................ 104,441 .36%

--------
(1) Includes ownership of shares by family members even though beneficial
ownership of such shares may be disclaimed.

(2) Less than .01% of the Class (Common Stock).

OTHER TRANSACTIONS

The Company has a contract with Blue Cross and Blue Shield of Iowa, now known
as IASD Health Services Inc., for administration of its employee health
insurance plan, as it has for many prior years. In 1994, the Company paid
$294,660 to Blue Cross and Blue Shield of Iowa. As previously stated, Mr. Ray
is President and Chief Executive Officer of the insurance company.

FUNCTIONING OF THE BOARD OF DIRECTORS AND COMMITTEES

IES Industries' Board has an Executive Committee, an Audit Committee, a
Nominating Committee and a Compensation Committee.

Current members of the Executive Committee are Lee Liu, Chairman; C.R.S.
Anderson; David Q. Reed and Henry Royer. The current members served on this
Committee during 1994. The Committee met twice during 1994. It is empowered
with all of the authority vested in the IES Industries Board, subject to
certain limitations, and may act when the IES Industries Board is not in
session.

Current members of the Audit Committee are C.R.S. Anderson, Chairman; J.
Wayne Bevis; Robert D. Ray and Robert W. Schlutz. The current members served on
this Committee during 1994. The Committee met twice during 1994. The principal
functions of the Committee are to review IES Industries' internal audit
activities, including reviews of the internal control procedures; to oversee
the compliance process; to recommend to the IES Industries Board an independent
public accounting firm to be IES Industries' auditors; and to approve the audit
arrangements and audit results. Both the internal and independent auditors have
direct and independent access to the Audit Committee.

Current members of the Nominating Committee are David Q. Reed, Chairman; Lee
Liu; Robert D. Ray and Anthony R. Weiler. The current members served on this
Committee during 1994. The Committee met twice during 1994. Its principal
function is to review and recommend to the IES Industries Board nominees to
serve on the Board and its committees. While there are no formal procedures,
the Committee considers nominees brought to its attention by other members of
the IES Industries Board, members of management and Shareholders.

Current members of the Compensation Committee are Henry Royer, Chairman; Dr.
George Daly; G. Sharp Lannom, IV and Jack R. Newman. Dr. Salomon Levy was a
member of the Committee until May 17, 1994. Mr. Newman was appointed to the
Committee on August 2, 1994. The other current members served on this Committee
during 1994. The Committee met three times during 1994. The principal functions
of the committee are to review and make recommendations to the IES Industries
Board on the salaries and other compensation and benefits of the elected
officers of IES Industries and its subsidiaries, and to review and administer
incentive compensation or similar plans for officers and other key employees of
IES Industries and its subsidiaries. The report of the Compensation Committee
is included later in this Proxy Statement.

IES Industries Board met six times in 1994. The various committees of the
Board met an aggregate of nine times. All of the directors, except G. Sharp
Lannom, IV, attended 75% or more of these meetings. Mr. Lannom attended 83% of
the Board meetings and 33% of the Compensation Committee meetings.

COMPENSATION OF DIRECTORS

Non-employee directors of IES Industries receive fees of $12,000 per year
plus $700 per meeting attended. Non-employee directors also receive $700 per
committee meeting attended. If a Committee meeting is the same day as a meeting
of the Board of Directors or if a Committee meeting is by telephone conference,
each participating non-employee director receives $350, one-half the regular
Committee meeting fee. In addition, non-employee directors serving as chairman
of a committee receive an annual fee of $1,500 for serving in such capacity.
Directors who are officers do not receive any fees for attendance at Board
meetings or meetings of committees of which they are members. Robert F. Brewer
and Dr. Salomon Levy, who served as directors until May 17, 1994, will serve as
emeritus directors of the Company until May 16, 1995. As emeritus directors,
Mr. Brewer received meeting fee payments of $2,800 and Dr. Levy received
meeting fee payments of $700 in 1994.

Under the Director Retirement Plan, the Company provides a retirement or
death benefit to directors, including directors who are employees of the
Company, in an amount equal to 80% of the annual directors fee. Such amount is
payable annually, based upon length of service, to directors who have served at
least four years, with a maximum payment period of eight years. Mr. Brewer and
Dr. Levy each received payments of $8,000 under the Director Retirement Plan in
1994.

S. Levy, Incorporated, an engineering and management consulting firm of which
Dr. Salomon Levy, a director until May 17, 1994, is Chairman, performed
consulting services for IES Utilities in 1994 for which it was paid $205,398.
Dr. Levy has retired as Chief Executive Officer of S. Levy, Incorporated and
does not participate in the day to day management of the company. IES Utilities
has a service contract with S. Levy, Incorporated pursuant to which it supplied
these services and under which it will provide services in 1995. Dr. Salomon
Levy was appointed as the Nuclear Advisor to the Board of Directors on May 17,
1994 and was paid $2,824 in 1994 for his services as Nuclear Advisor. Dr. Levy
also serves on the IES Utilities Nuclear Safety Committee.

Director Jack R. Newman has served as nuclear legal counsel to the Company
since 1968. The law firm of which Mr. Newman is a Partner went through two
reorganizations in 1994. The law firm Newman & Holtzinger was paid $79,825; the
law firm Newman, Bouknight & Edgar was paid $326,250 for a total payment to Mr.
Newman's law firms for legal services in 1994 of $406,075. Mr. Newman's current
firm, Morgan, Lewis & Bockius, did not perform any legal services for the
Company in 1994, but is expected to provide legal services to the Company in
1995.

The Company makes available to members of the Board of Directors a business
travel accident insurance policy at an annual cost to the Company of $13 per
director. No director received any payments under such policy in 1994.

The following table shows, for the fiscal years ending December 31, 1992-
1994, the cash compensation paid by the Company and its subsidiaries as well as
certain other compensation paid or accrued for those years, to the Chief
Executive Officer and to each of the four most highly compensated Executive
Officers of the Company and its subsidiaries:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- ----------------
NAME AND PRINCIPAL RESTRICTED STOCK ALL OTHER
POSITION(1) YEAR SALARY BONUS(3) OTHER(4) AWARDS(5) COMPENSATION(6)
------------------ ---- -------- -------- -------- ---------------- ---------------

Lee Liu--Chairman of the
Board, 1994 $324,375 $161,798 $1,114 * $13,604
President & Chief 1993 307,450(2) 157,500 1,625 $237,341 10,571
Executive Officer 1992 298,600(2) 71,250 798 186,750 9,518
---------------------------------------------------------------------------------------------
Blake O. Fisher, Jr.-- 1994 210,060 88,800 160 * 7,138
Executive Vice
President & 1993 212,475(2) 81,974 720 74,049 4,392
Chief Financial Officer 1992 204,959(2) 50,000 386 32,868 3,070
---------------------------------------------------------------------------------------------
Larry D. Root-- 1994 197,765 70,935 483 * 7,820
Executive Vice
President 1993 200,694(2) 77,176 2,168 69,724 5,948
1992 194,069(2) 37,724 1,051 28,355 6,748
---------------------------------------------------------------------------------------------
Rene H. Males-- 1994 162,750 57,534 1,761 -- 4,910
Executive Vice
President 1993 179,024(2) 65,100 404 -- 25,817
1992 179,218(2) 22,800 94 -- 901
---------------------------------------------------------------------------------------------
Robert J. Latham-- 1994 133,269 31,204 561 * 4,202
Senior Vice President, 1993 112,582 31,984 1,864 19,518 2,789
Finance 1992 108,251 21,746 930 8,746 3,368

--------
* The grants of restricted stock pursuant to the long-term incentive plan
for the 1994 plan year have not been determined as of the date of this
Proxy Statement. See footnote (5) below for a discussion of restricted
stock awards.
(1) Mr. Males is not an officer of the registrant, but is an officer of IES
Utilities Inc., a wholly-owned subsidiary of the registrant.
(2) The amounts reported as salary include director's fees and payments in lieu
of director's fees for each of Messrs. Liu, Fisher, Root and Males, of
$11,200 in 1993, and $13,600 in 1992.
(3) The Company does not pay bonuses. The amounts listed represent plan year
awards pursuant to the Management Incentive Compensation Plan, the
Company's annual incentive plan, with cash payment made in the subsequent
calendar year.
(4) The 1994 amounts shown as Other Annual compensation represent the earnings
for the Key Employee Deferred Compensation Plan in excess of 120% of the
applicable federal long-term rate provided under Section 1274(d) of the
Internal Revenue Code.
(5) The awards of restricted stock have been made on the first day of June
since 1988, with one-third of the award being restricted for one year, one-
third being restricted for two years and one-third being restricted for
three years. In addition, in December 1992 and June 1993, Mr. Liu received
grants of 4,000 shares, and in June 1994, Mr. Liu received a grant of 3,000
shares, all of which will vest at retirement. Restricted stock is
considered outstanding upon award date and dividends are paid to the
eligible officers on these shares while restricted. The amounts shown in
the table above represent the value of the awards based upon closing price
of IES Industries Common Stock on the award date. The award date is in the
calendar year following the plan year. At December 31, 1994, the listed
officers had restricted stock for which restrictions had not lapsed (based
upon the December 30, 1994 closing price of IES Industries Common Stock) as
follows:

SHARES VALUE
------ --------

Lee Liu................................................... 19,669 $496,642
Blake O. Fisher, Jr....................................... 3,709 93,652
Larry D. Root............................................. 3,654 92,264
Rene H. Males............................................. -- --
Robert J. Latham.......................................... 1,080 27,270

No stock options nor stock appreciation rights have been awarded to the
Executive Officers listed above.
(6) Amounts shown for 1994 represent: (a) contributions by the Company to the
applicable employee savings plan in the following amounts: Mr. Liu--$5,510,
Mr. Fisher--$4,999, Mr. Root--$4,700, Mr. Males--$3,323 and Dr. Latham--
$2,954; and (b) amounts included in W-2 earnings for life insurance
coverage in excess of $50,000 in the following amounts: Mr. Liu--$8,094,
Mr. Fisher--$2,139, Mr. Root--$3,120, Mr. Males--$1,587, and Dr. Latham--
$1,248.

IES INDUSTRIES PLANS

IES Industries Pension Plans: IES Industries, IES Utilities and the Cedar
Rapids and Iowa City Railway Company have non-contributory retirement plans
covering employees who have at least one year of accredited service. Directors
who are not officers do not participate in the plans. Maximum annual benefits
payable at age 65 to participants who retire at age 65, calculated on the basis
of straight life annuity, are illustrated in the following table:

PENSION PLAN TABLE

AVERAGE OF HIGHEST ANNUAL ESTIMATED MAXIMUM ANNUAL RETIREMENT
SALARY (RENUMERATION) BENEFITS BASED ON SERVICE YEARS
FOR 3 CONSECUTIVE -----------------------------------------------------
YEARS OF THE LAST 10 15 20 25 30 35
------------------------- ------ ------ ------ ------ -------

125,000 26,307 35,076 43,846 52,615 61,384
150,000 31,932 42,576 53,221 63,865 74,509
175,000 37,182 49,701 62,221 74,740 87,259
200,000 42,432 56,826 71,221 85,615 100,009
225,000 47,682 63,951 80,221 96,490 112,759
250,000 48,516 65,084 81,651 98,218 114,785
300,000 48,516 65,084 81,651 98,218 114,785
400,000 48,516 65,084 81,651 98,218 114,785
450,000 48,516 65,084 81,651 98,218 114,785
500,000 48,516 65,084 81,651 98,218 114,785

For 1994, $118,800 is the maximum benefits allowable under the retirement
plans prescribed by Section 415 of the Internal Revenue Code. The 1995 maximum
is $120,000.

With respect to the officers named in the Summary Compensation Table, the
renumeration for retirement plan purposes would be substantially the same as
that shown as "Salary". As of December 31, 1994, the officers had accredited
years of service for the retirement plan as follows: Lee Liu, 37 years; Blake
O. Fisher, Jr., 4 years; Larry D. Root, 24 years; and Robert J. Latham, 11
years.

Supplemental Retirement Plans: IES Industries has a non-qualified
Supplemental Retirement Plan ("SRP") for eligible officers of IES Industries
and IES Utilities which includes Messrs. Fisher & Latham. The plan provides for
payment of supplemental retirement benefits equal to 69% of the officer's base
salary in effect at the date of retirement, reduced by benefits receivable
under the qualified retirement plan, for a period not to exceed 18 years
following the date of retirement. In the event of the death of the officer
following retirement, similar payments reduced by the joint and survivor
annuity of the qualified retirement plan will be made to his designated
beneficiary (surviving spouse or dependent children), if any, for a period not
to exceed 12 years from the date of the officer's retirement. Thus, if an
officer died 12 years after retirement, no payment to the beneficiary would be
made. Death benefits are provided on the same basis to a designated beneficiary
for a period not to exceed 12 years from the date of death should the officer
die prior to retirement. The Supplemental Retirement Plan further provides that
if, at the time of the death of an officer, the officer is entitled to receive,
is receiving, or has received supplemental retirement benefits by virtue of
having taken retirement, a death benefit shall be paid to the officer's
designated beneficiary or to the officer's estate in an amount equal to 100% of
the officer's annual salary in effect at the date of retirement. Under certain
circumstances, an officer who takes early retirement will be entitled to
reduced benefits under the Supplemental Retirement Plan. The Supplemental
Retirement Plan also provides for benefits in the event an officer becomes
disabled under the terms of the qualified retirement plan. IES Industries has
purchased life insurance on the participants sufficient in amount to finance
actuarially all of its future liabilities under the Supplemental Retirement
Plan and IES Industries is the owner and beneficiary of all such life
insurance. The Supplemental Retirement Plan has been designed so that if the
assumptions made as to mortality, experience, policy dividends, tax credits and
other factors are realized, IES Industries will fully recover all of its
premium payments over the life of the Supplemental Retirement Plan.

The following table shows the estimated aggregate annual benefits payable
under the Supplemental Retirement Plan equal to 69% of the officer's base
salary in effect at the date of retirement:

IES INDUSTRIES INC.

SUPPLEMENTAL RETIREMENT PLAN PAYMENTS
69% SRP BENEFIT

SERVICE YEARS
FINAL ANNUAL ---------------------------------------------------------------------------
SALARY 15 20 25 30 35
------------ ------- ------- ------- ------- -------

125,000 59,943 51,174 42,404 33,635 24,866
150,000 71,568 60,924 50,279 39,635 28,991
175,000 83,568 71,049 58,529 46,010 33,491
200,000 95,568 81,174 66,779 52,385 37,991
225,000 107,568 91,299 75,029 58,760 42,491
250,000 123,984 107,416 90,849 74,282 57,715
300,000 158,484 141,916 125,349 108,782 92,215
400,000 227,484 210,916 194,349 177,782 161,215
450,000 261,984 245,416 228,849 212,282 195,715
500,000 296,484 279,916 263,349 246,782 230,215

Messrs. Liu and Root have elected to continue under supplemental retirement
agreements previously provided to them by the Company with provisions for
payment of benefits equal to 75% of the officer's base salary, for a period not
to exceed 15 years following the date of retirement, and payment to the
surviving spouse or dependent children for a period not to exceed 10 years
following the date of retirement. The remaining provisions of these agreements
are identical to the Supplemental Retirement Plan discussed above.

The following table shows the estimated aggregate annual benefits payable
under the Supplemental Retirement Plan equal to 75% of the officer's base
salary in effect at the date of retirement:

IES INDUSTRIES INC.

SUPPLEMENTAL RETIREMENT PLAN PAYMENTS
75% SRP BENEFIT

SERVICE YEARS
FINAL ANNUAL ---------------------------------------------------------------------------
SALARY 15 20 25 30 35
------------ ------- ------- ------- ------- -------

125,000 67,443 58,674 49,904 41,135 32,366
150,000 80,568 69,924 59,279 48,635 37,991
175,000 94,068 81,549 69,029 56,510 43,991
200,000 107,568 93,174 78,779 64,385 49,991
225,000 121,068 104,799 88,529 72,260 55,991
250,000 138,984 122,416 105,849 89,282 72,715
300,000 176,484 159,916 143,349 126,782 110,215
400,000 251,484 234,916 218,349 201,782 185,215
450,000 288,984 272,416 255,849 239,282 222,715
500,000 326,484 309,916 293,349 276,782 260,215

Mr. Males has elected to continue under a supplemental retirement agreement
previously provided to him by IS Utilities with provisions for payment of
benefits equal to 65% of base salary for life, subject to consumer price index
adjustment, and payments to survivors after death of the officer for a period
not to exceed 15 years following the date of retirement.

The following table shows the estimated aggregate annual benefits payable
under the Supplemental Retirement Plan equal to 65% of the officer's base
salary in effect at the date of retirement:

IES INDUSTRIES INC.

SUPPLEMENTAL RETIREMENT PLAN PAYMENTS
65% SRP BENEFIT

SERVICE YEARS
FINAL ANNUAL ---------------------------------------------------------------------------
SALARY 15 20 25 30 35
------------ ------- ------- ------- ------- -------

125,000 54,943 46,174 37,404 28,635 19,866
150,000 65,568 54,924 44,279 33,635 22,991
175,000 76,568 64,049 51,529 39,010 26,491
200,000 87,568 73,174 58,779 44,385 29,991
225,000 98,568 82,299 66,029 49,760 33,491
250,000 113,984 97,416 80,849 64,282 47,715
300,000 146,484 129,916 113,349 96,782 80,215
400,000 211,484 194,916 178,349 161,782 145,215
450,000 243,984 227,416 210,849 194,282 177,715
500,000 276,484 259,916 243,349 226,782 210,215

Executive Guaranty Plan: IES Industries Board has approved an Executive
Guaranty Plan (the "Guaranty Plan") for officers of IES Industries and its
principal subsidiary, IES Utilities. The purpose of the Guaranty Plan is to
promote flexibility in financial planning of participating officers and to
provide an inducement to new officers in order to retain and attract the best
possible executive management team. Under the Guaranty Plan, IES Industries
guarantees loans within defined limits, based on salary level and years of
service made to participating officers for various specified purposes,
including real estate acquisitions and purchases of IES Industries Common
Stock. As of December 31, 1994, guarantees of $82,891, $53,060 and $50,000,
were outstanding for Messrs. Liu, Root and Fisher, respectively.

Executive Change of Control Agreements: In 1991, IE Industries entered into
certain agreements with eleven of its Executive Officers, including Messrs.
Liu, Root, Fisher and Latham. IE Industries' merger with Iowa Southern
constituted a change of control of IE Industries for purposes of these
agreements. Accordingly, if an Executive Officer was terminated within a three-
year period following the consummation of the merger, July 1, 1991, the
surviving corporation (IES Industries) would have been required to continue the
Executive Officer's salary and provide certain other benefits as described
below. No Executive Officer was terminated during this three year period. These
agreements were updated in 1994 for Messrs. Root, Fisher and Latham and the
other executive officers to coordinate these agreements with the Supplemental
Retirement Plan. In addition, the Company entered into agreements with three
additional executive officers. The 1991 agreement for Mr. Liu is still in
effect. These agreements provide for salary continuation and certain other
benefits in the event the executive is terminated within a three-year period
following a "change of control" of IES Industries. Change of Control for these
agreements is as described in IES Industries Restated Articles of Incorporation
and, in addition, will be deemed to have occurred, if following a merger,
consolidation or reorganization, the owners of the capital stock entitled to
vote in the election of directors of IES Industries prior to the transactions
own less than 75% of the resulting entity's voting stock or during any period
of two consecutive years, individuals who, at the beginning of such period
constitute the Board of Directors of the parent company, cease for any reason
to constitute at least a majority of the Board of Directors of any successor
organization. IES Industries, following termination of any officer except for
just cause, death, retirement, disability or voluntary resignation (other than
resignation under certain circumstances), agrees to continue the executive's
salary at a level equal to his salary just prior to termination for a period up
to but not to exceed thirty-six months. Additionally, certain benefits,
including life insurance and health and medical insurance, as well as incentive
awards, equal to that awarded executives of the same or comparable designation
will be payable for a like period. In the event the executive dies during the
period of these payments, salary and benefits as described above shall be
payable during the remainder of the term to the

executive's surviving spouse or his estate. The executive will also become
immediately vested and entitled to receive awards of Restricted Stock or other
rights granted to the executive under the IES Industries Long-Term Incentive
Plan. With respect to those executives who were 56 or older at the time of the
change of control, the Supplemental Retirement Plan of IES Industries is
specifically amended to provide that the executive is immediately vested and
entitled to receive, at normal retirement age, benefits provided under the
Supplemental Retirement Plan, including benefits payable to the spouse or
dependent child in the event of his death during the period to which he was
otherwise entitled to such benefits.

IES Industries believes that these agreements enable IES Industries to employ
key executives who can approach major business decisions objectively and
without concern for their personal situations. Each agreement signed in 1991
was effective for three years following execution and is deemed thereafter to
be extended automatically for one-year periods unless the IES Industries Board
terminates such agreement. The 1994 agreements are effective for one year
following execution and are deemed thereafter to be extended automatically for
one-year periods unless the IES Industries Board terminates such agreements.

IS UTILITIES PLANS

IS Utilities Pension Plan: IS Utilities provided a contributory pension plan
which covered substantially all non-collective bargaining employees who have
completed the minimum eligibility requirements of 1,000 hours in a year. The
plan was amended effective January 1, 1991 to be non-contributory. As of
December 31, 1994, Mr. Males has four years of accredited service under the
Pension Plan. Participants contributed one percent of annual compensation to
the Pension Plan through 1990.

The following table shows the estimated aggregate annual benefits payable
under the IS Utilities Pension Plan. Maximum annual benefits payable at age 65
to participants who retire at age 65, calculated on the basis of straight life
annuity, are illustrated in the following table:

PENSION PLAN TABLE

AVERAGE OF HIGHEST ANNUAL ESTIMATED MAXIMUM ANNUAL RETIREMENT
SALARY (REMUNERATION) BENEFITS BASED ON SERVICE YEARS
FOR 3 CONSECUTIVE -----------------------------------------------------
YEARS OF THE LAST 10 15 20 25 30 35
------------------------- ------ ------ ------ ------ -------

For 1994, $118,800 is the maximum benefits allowable under the retirement
plans prescribed by Section 415 of the Internal Revenue Code. The 1995 maximum
is $120,000.

IS Utilities Senior Executive Severance Agreements: Individual agreements
providing for severance pay were entered into by IS Utilities and four senior
executives, including Mr. Males. The benefits to be provided were generally as
follows: a lump sum payment equal to the executives' salary for a payment
period equal to the greater of 24 months, or one month multiplied by years of
service with a limit of 30 months. Mr. Males's agreement provides for the
greater of 24 months or the period between the date his employment terminates
and January 28, 1996. In addition, each covered senior executive was entitled
to continuation of life and health insurance coverage during the payment period
and reimbursement of certain other expenses. No senior executive was terminated
under these agreements. The only agreement still in effect is with Mr. Males.

An individual will be deemed to be involuntarily terminated for reasons other
than cause if he resigns after (A) a significant change in the nature or scope
of the individual's authorities or duties from those commensurate with his
position and authority immediately prior to the change in control; (B) a
material adverse change in the individual's compensation or any of his
benefits, in the aggregate, compared to his compensation and benefits, in the
aggregate, immediately prior to the change in control; (C) the relocation of
his office to a location more than 50 miles from the location of his office
immediately prior to the change in control; or (D) the failure by IS Utilities
to obtain a satisfactory agreement from any successor to assume and agree to
perform the severance benefit agreement. In addition, an individual will be
deemed to be involuntarily terminated for reasons other than cause if he
resigns after a reasonable determination by him that, as a result of a change
in control and in circumstances thereafter, he is unable to exercise the
authorities, powers, functions or duties associated with his position and
contemplated by the agreement.

EMPLOYMENT AGREEMENTS

IE Industries Inc. and Iowa Electric Light and Power Company, the predecessor
companies of IES Industries and IES Utilities Inc., entered into an employment
agreement (the "Liu Agreement") with Lee Liu, which became effective July 1,
1991. The Liu Agreement provides that Mr. Liu shall be employed as President,
Chief Executive Officer and Chairman of the Executive Committee of IES
Industries and as Chief Executive Officer and Chairman of IES Utilities from
July 1, 1991 until April 1995, which period shall be automatically extended
unless at least six months prior to any expiration thereof either IES
Industries or IES Utilities or Mr. Liu shall give notice that they do not wish
to extend such time (the "Period of Employment"). To date, neither party has
given such notice. The Liu Agreement also provides that he shall become
Chairman of the Board at such time as C.R.S. Anderson ceases to serve in such
position. This occurred on July 1, 1993. The Liu Agreement provides that Mr.
Liu shall provide consulting services to the Company for three years (the
"Period of Consulting") after the conclusion of the Period of Employment.

During the Period of Employment, Mr. Liu will be paid a base annual salary of
at least $275,000, and will be entitled to participate in all incentive
compensation plans applicable to the positions he holds and all retirement and
employee welfare benefit plans. During the Period of Employment, Mr. Liu's
incentive compensation shall be at least equal to that paid to the Chairman of
the Board of IES Industries.

If Mr. Liu's employment is terminated without his consent by IES Industries
or IES Utilities during the Period of Employment for other than an unremedied
material breach or just cause or by his resignation if such resignation occurs
after IES Industries fails to cause him to be employed in or elected to the
positions specified in the Liu Agreement or after a material diminution in his
duties, responsibilities or status, then Mr. Liu shall be entitled to an amount
equal to the sum of his base annual salary as of the date of termination plus
his average incentive compensation during the three years immediately preceding
the date of termination multiplied by the number of years (and fractions
thereof) then remaining in the Period of Employment. Mr. Liu also would be
entitled to continued insurance coverages and an amount equal to the then
present value of the actuarially determined difference between the aggregate
retirement benefits actually to be received by him as of the date of
termination and those that would have been received by him had he continued to
be employed at the base salary in effect at termination through the expiration
of the Period of Employment. All his shares of IES Restricted Stock would also
vest at that time.

During the Period of Consulting, Mr. Liu will make himself available for up
to 30 days per year, report to the Chief Executive Officer of IES Industries
and will earn an annual consulting fee equal to 13.33% of his highest annual
base salary during his Period of Employment. If Mr. Liu's consulting services
are terminated for reasons other than material breach or just cause, he will be
entitled to a lump sum payment equal to the amount of the consulting fee he
would otherwise have earned during the Period of Consulting.

CERTAIN SEC FILINGS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of the registered
class of the Company's equity securities to file reports of

ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such officers, directors and Shareholders are required by SEC
regulations to furnish the Company with copies of all such reports that they
file.

Based solely on a review of copies of reports filed with the SEC with respect
to 1994 transactions and of written representations by certain officers and
directors, all persons subject to the reporting requirements of Section 16(a)
filed the required reports on a timely basis.