Exhibit 10.15

                        SUPPLEMENTAL RETIREMENT AGREEMENT


        This Supplemental Retirement Agreement is made this ____ day of
   ____________, 1997, by and between [OFFICER] (the "Officer") and [COMPANY]
   (the "Company").

                              W I T N E S S E T H:

        WHEREAS, __________________ and the Officer have heretofore entered
   into one or more agreements (the "Prior Agreements") providing
   supplemental retirement, deferred compensation or similar benefits, which
   Prior Agreements are identified in Appendix A hereto; and

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

        NOW, THEREFORE, the parties agree that the Prior Agreements are
   hereby amended and restated as follows:

                                    ARTICLE I

                               SCOPE OF AGREEMENT

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

        1.2  Effect on Change of Control Agreements.  If the Officer is a
   party to an agreement which is binding on the Company (or on Interstate
   Energy Corporation, which is the Company's parent corporation) and which
   takes effect in the event of a change in control, such agreement shall
   supersede and control over the provisions of this Agreement in the event
   of any conflict between the two.

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

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


                                   ARTICLE II

                                   DEFINITIONS

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

        2.2  Continuous Employment means the Officer's last continuous period
   of employment with the Company immediately preceding the Officer's
   retirement.  If the Officer has been continuously employed by the Company
   since the merger of IES Industries Inc., WPL Holdings, Inc. and Interstate
   Power Company, the Officer's Continuous Employment shall also include his
   or her last continuous period of employment with IES Industries Inc., WPL
   Holdings, Inc. or Interstate Power Company, and their respective
   subsidiaries, immediately preceding the date of such merger.  If the
   Officer's Supplemental Benefit is computed by using the Officer's Prior
   Employer Benefit as set forth in Paragraph 3.1, the Officer's service with
   such prior employers shall also be treated as Continuous Employment.

        2.3  Dependent Child or Children means any child of the Officer who,
   on the date of any payment under this Agreement, is 18 years of age or
   under, is 24 years of age or under and is a "student" as defined in
   Section 151(c)(4) of the Internal Revenue Code, or is a "substantially
   handicapped person" as that term is defined in Chapter 161-8.26 of the
   Iowa Administrative Code, as amended.  The term "child" includes any
   naturally born or legally adopted child; provided, in the case of an
   adopted child, that the adoption became final prior to such child's 18th
   birthday.

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

        2.5  Earnings means the Officer's base salary, bonus and/or annual
   incentive pay for personal services rendered to the Company.  The
   Officer's base salary shall be treated as Earnings in the calendar year in
   which it is paid, regardless of when it is earned.  The Officer's bonus
   and/or annual incentive pay shall be treated as Earnings in the calendar
   year in which it is earned, regardless of when it is paid.

        2.6  Final Average Earnings means the Officer's average monthly
   Earnings for the three consecutive calendar years out of the Officer's
   last ten calendar years of employment with the Company that yields the
   highest average.  If the Officer has been employed by the Company for
   fewer than three calendar years, the Officer's Final Average Earnings
   shall be the Officer's average monthly Earnings for all of his or her
   completed calendar years of employment with the Company.

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

        2.8  Normal Retirement Date  means the later of the Officer's 65th
   birthday or the date on which the Officer completes 10 years of Continuous
   Employment.

        2.9  Pension Plan means any defined benefit pension plan of the
   Company, Interstate Energy Corporation, or their respective subsidiaries
   which is qualified under Section 401(a) of the Internal Revenue Code and
   from which the Officer is entitled to a benefit.

        2.10 Prior Employer Benefit means the monthly amounts payable to the
   Officer or the Officer's Surviving Spouse from any of the Officer's prior
   employers' qualified or non-qualified defined benefit pension or similar
   type of plans, which are attributable to the prior employers'
   contributions to such plans.

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

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

                                   ARTICLE III
                            NORMAL RETIREMENT BENEFIT

        3.1  Supplemental Benefit.

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

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

                  (ii) the monthly amount of the Officer's Prior Employer
             Benefit.

   The Supplemental Benefit shall be paid in equal monthly installments,
   commencing on the first day of the month following the Officer's
   retirement from the Company as both an officer and an employee and ending
   when 216 monthly payments have been made to the Officer.

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

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

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

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

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

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

                  (vi) Any increase in the monthly amount of the Officer's
             Pension Plan benefit shall correspondingly reduce the monthly
             amount of the Officer's Supplemental Benefit unless the Board of
             Directors provides by resolution that the Supplemental Benefit
             shall not be so reduced.

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

        3.2  Officer's Death After Receiving Twelve Years of Benefit
   Payments.  If the Officer dies after receiving at least 144 monthly
   Supplemental Benefit payments, the Officer's Supplemental Benefit shall
   terminate upon the Officer's death (with the full monthly payment being
   made for the month in which such death occurs), and the Company shall have
   no further obligation to make any payments under this Article.

        3.3  Officer's Death Prior to Receiving Twelve Years of Benefit
   Payments.

             (a)  If the Officer dies after the commencement of Supplemental
   Benefit payments but prior to receiving 144 monthly payments, the
   Officer's Surviving Spouse (if any) shall continue to receive the monthly
   payments determined under Paragraph 3.1 until the date on which the
   Officer and such Surviving Spouse have received a total of 144 monthly
   payments.  If both the Officer and the Officer's Surviving Spouse die
   before they have received a total of 144 monthly payments, the monthly
   payments determined under Paragraph 3.1 shall continue to be paid to the
   Officer's Dependent Children until a total of 144 monthly Supplemental
   Benefit payments have been made to the Officer, the Officer's Surviving
   Spouse, and the Officer's Dependent Children.

             (b)  Payments under this Paragraph 3.3 shall be made only to the
   Officer's Surviving Spouse and Dependent Children, and in no event shall
   such payments be made to the estate or heirs of the Officer, to the
   estates or heirs of the Officer's Surviving Spouse or Dependent Children,
   or to any persons other than the Officer's Surviving Spouse or Dependent
   Children.  If a payment to Dependent Children is due on a date when there
   is more than one Dependent Child, such payment shall be equally divided
   among those persons who qualify as Dependent Children on the date the
   payment is due.  If the Officer is deceased and there are no individuals
   who qualify as the Officer's Surviving Spouse or Dependent Children on the
   date a payment is due, the Company shall have no further obligation to
   make payments under this Article.


                                   ARTICLE IV
                            EARLY RETIREMENT BENEFIT

        4.1  Supplemental Benefit.  If the Officer retires at or after age 55
   but prior to his or her Normal Retirement Date with 10 or more years of
   Continuous Employment, the Officer shall receive the Supplemental Benefit
   described in Article III commencing on the first day of the month
   following the Officer's retirement from the Company as both an Officer and
   an employee.  If the Officer's Supplemental Benefit begins prior to age
   62, the monthly amount shall be reduced by one quarter of one percent
   (.25%) for each month by which the date on which the Officer retires
   precedes his or her Normal Retirement Date.

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

                                    ARTICLE V
                               DISABILITY BENEFIT

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

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

             (a)  the Officer resumes full-time employment with the Company
        as an eligible officer within 30 days after he or she ceased to be
        Disabled; and

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


                                   ARTICLE VI
                           PRERETIREMENT DEATH BENEFIT

        6.1  Death Benefit.

             (a)  If the Officer dies prior to termination of his or her
   employment with the Company, the Officer's Surviving Spouse (if any) shall
   receive a death benefit equal to 60% of the Officer's Final Average
   Earnings, reduced by the sum of:

                  (i)  the monthly benefit payable to the Officer's Surviving
             Spouse under the Pension Plan; plus

                  (ii) the monthly amount of Officer's Prior Employer
             Benefit.

   The death benefit payable under this Article VI shall be paid in equal
   monthly installments, commencing within 30 days after the Officer's death
   and ending when 144 monthly payments have been made to the Officer's
   Surviving Spouse.

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

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

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

                  (iii)     The Surviving Spouse's monthly benefit from the
             Pension Plan shall be determined as though it had commenced on
             the same date as the Surviving Spouse's death benefit,
             regardless of when such benefit payments actually begin.

                  (iv) Any increase in the monthly amount of the Surviving
             Spouse's Pension Plan benefit shall correspondingly reduce the
             monthly amount of the Surviving Spouse's death benefit unless
             the Board of Directors provides by resolution that the death
             benefit shall not be so reduced.

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

        6.2  Surviving Spouse's Death Prior to Receiving Twelve Years of
   Benefit Payments.

             (a)  If there is no Surviving Spouse when the Officer dies, or
   if the Officer's Surviving Spouse dies prior to the receipt of 144 monthly
   payments, the monthly payments described in Paragraph 6.1 shall be paid
   (or continue to be paid) to the Officer's Dependent Children until a total
   of 144 monthly Supplemental Benefit payments have been made to the
   Officer's Surviving Spouse and Dependent Children.

             (b)  Payments under this Article VI shall be made only to the
   Officer's Surviving Spouse and Dependent Children, and in no event shall
   such payments be made to the estate or heirs of the Officer's Surviving
   Spouse and Dependent Children or to any persons other than the Officer's
   Surviving Spouse and Dependent Children.  If a payment to Dependent
   Children is due on a date when there is more than one Dependent Child,
   such payment shall be equally divided among those persons who qualify as
   Dependent Children on the date the payment is due.  If there are no
   individuals who qualify as the Officer's Surviving Spouse and Dependent
   Children on the date a payment is due, the Company shall have no further
   obligation to make payments under this Article.

                                   ARTICLE VII
                          POSTRETIREMENT DEATH BENEFIT

        7.1  Death Benefit.  If the Officer dies subsequent to the
   commencement of Supplemental Benefit payments under Articles III, IV or V,
   the Company shall pay a death benefit to the Officer's beneficiary.  Such
   benefit shall be in addition to the benefits paid to the Officer and the
   Officer's Surviving Spouse or Dependent Children under Articles III, IV or
   V; however, no death benefit shall be payable under this Article VII if
   the Officer's death causes a beneficiary or the estate of the Officer to
   receive a death benefit under the disability premium waiver provision of
   the Company's group life insurance plan, or if the Officer dies before
   retirement.

        7.2  Amount of Death Benefit.  The death benefit payable pursuant to
   Paragraph 7.1 shall be an amount equal to 100% of the Officer's Final
   Average Earnings, as determined for the purpose of calculating the amount
   of the Officer's benefits under Article III, IV, or V, whichever is
   applicable.

        7.3  Payment of Death Benefit.  The Postretirement Death Benefit
   shall be paid to the beneficiary or beneficiaries designated in writing by
   the Officer or, in default of such designation or the failure of the
   designated beneficiaries to survive the Officer, to the Officer's estate. 
   The death benefit payable under this Article shall be paid in a single
   sum, within 30 days after the date the proper beneficiary has been
   identified.

                                  ARTICLE VIII
                 TERMINATION OF EMPLOYMENT OR LOSS OF POSITION 

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

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


                                   ARTICLE IX
                                     FUNDING

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

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


                                    ARTICLE X
                                 ADMINISTRATION

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

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

             (a)  the specific reasons for the denial;

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

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

        10.3 Review Procedure.

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

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


                                   ARTICLE XI
                            AMENDMENT AND TERMINATION

        11.1 By the Parties.  Except as provided in Paragraph 11.2, this
   Agreement may not be amended or terminated except by a written instrument
   signed by both parties.

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

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

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

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

                                   ARTICLE XII
                              RESTRICTIVE COVENANT

        12.1 Covenant Not to Compete.  Notwithstanding anything in this
   Agreement to the contrary, it is expressly agreed that all payments under
   this Agreement shall terminate, and that the Company shall have no further
   obligation under this Agreement, upon any violation of the provisions of
   Paragraph 12.2.  Payments pursuant to this Agreement are intended to serve
   as consideration for this covenant not to compete.

        12.2 Scope of Covenant.  If, during the period set forth herein and
   within the service area in which the Company or any of its affiliated
   companies provides utility services (or in the case of any non-utility
   business, within the geographic area served by such business), the Officer
   accepts employment with or becomes a consultant to, or the Officer or his
   or her Surviving Spouse becomes a partner or shareholder in, any business
   that is in competition with the business of the Company or any of its
   affiliated companies, and the Officer or his or her Surviving Spouse fails
   to terminate such position within 30 days after notice from the Board of
   Directors of the violation of this covenant not to compete, the Officer
   and the Officer's beneficiaries shall forfeit all rights to future
   payments under this Agreement.  However, the Officer and his or her
   Surviving Spouse may hold up to a five percent interest in any company
   that is traded on the New York Stock Exchange, American Stock Exchange or
   other national or over-the-counter exchange without violating the
   provisions of this Paragraph 12.2.  Any violation of the provisions set
   forth above during the period commencing on the date of the Officer's
   termination of employment with the Company and ending on the third
   anniversary of such date shall constitute a violation of this Article and
   shall result in the termination of all future payments under this
   Agreement.  The determination of the Board of Directors as to whether a
   business is in competition with the Company and whether the competition is
   occurring in the geographic area designated above shall be controlling for
   purposes of this Agreement.

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

                                  ARTICLE XIII
                               GENERAL PROVISIONS

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

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

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

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

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

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


                                 ------------------------------------
                                 "OFFICER"

                                 [COMPANY]


                                 By__________________________________
                                 "COMPANY"