INTERSTATE POWER COMPANY
IPW LOGO
INSERTED HERE
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
Annual Meeting
of Stockholders
May 3, 1994
<PAGE>
IMPORTANT !
PLEASE SEND IN YOUR PROXY
You are urged to sign and send in your proxy
at once even though you now plan to attend
the meeting. If you are present at the
meeting you may, at your option (by filing
written notice thereof, or a later valid
proxy, with the Secretary of the Company),
void your prior proxy and you may then vote
personally on all matters brought before the
meeting.
Attention to this request will reduce the
expense incident to a follow-up solicitation
of proxies.
<PAGE>
INTERSTATE POWER COMPANY
1000 Main Street
P. O. Box 769
Dubuque, Iowa 52004-0769
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of
INTERSTATE POWER COMPANY:
NOTICE IS HEREBY GIVEN that the annual meeting of
thestockholders of Interstate Power Company, a Delaware
Corporation,will be held in the Interstate Power Company Meeting
Room, 1000 Main Street, Dubuque, Iowa, on Tuesday, the third day
of May 1994, at two o'clock in the afternoon, Central Daylight
Time, for the purpose of considering and voting with respect to
the following matters:
1. The election of three Class III directors to hold
office for a term of three years expiring at the annual
meeting of stockholders of the Company to be held in 1997,
and until their respective successors shall have been duly
elected and qualified;
2. The transaction of such other business as may properly
be presented to the meeting. The Company's Board of
Directors at this time knows of no such other business.
For further information with respect to the foregoing,
reference is made to the attached Proxy Statement relating to the
meeting.
In accordance with the provisions of the Restated
Certificate of Incorporation, as amended, and the By-Laws, as
amended, of the Company, the Board of Directors has determined
that only holders of Common Stock of record at the close of
business on March 4, 1994, will be entitled to notice of and to
vote at the meeting.
If you do not expect to be present at the meeting, please
execute the enclosed proxy and return it promptly in the
accompanying addressed envelope. Your attention is directed to
the attached Proxy Statement.
INTERSTATE POWER COMPANY
By J. C. McGOWAN
Secretary
Dated, March 21, 1994
<PAGE>
INTERSTATE POWER COMPANY
1000 Main Street
P. O. Box 769
Dubuque, Iowa 52004-0769
PROXY STATEMENT
MAILING DATE: MARCH 21, 1994
ANNUAL MEETING OF STOCKHOLDERS: MAY 3, 1994
This Proxy Statement is furnished to the holders of common
stock of Interstate Power Company in connection with the
solicitation of the enclosed proxy for use at the annual meeting
of stockholders of the Company to be held on May 3, 1994, or any
adjournment or adjournments thereof.
An Annual Report to stockholders, including financial
statements, which is not intended as a portion of the proxy
material was mailed to the stockholders of the Company commencing
March 18, 1994.
PROXIES
The enclosed proxy is solicited by and on behalf of the
management of the Company.
Every proxy delivered pursuant to this solicitation is
revocable at any time before the authority granted by the proxy
is exercised, at the option of the person executing the same, by
filing written notice thereof, or a later valid proxy, with the
Secretary of the Company.
In addition to the use of the mails, proxies may be
solicited by personal interview, or by telephone or telegraph,
and banks, nominees and other custodians and fiduciaries may be
reimbursed, where appropriate, for their reasonable out-of-pocket
expenses in forwarding soliciting materials to their customers.
Proxies may be solicited by officers and regular employees of the
Company without compensation therefor additional to their regular
salaries. The cost of soliciting proxies will be borne by the
Company.
All shares represented by effective proxies on the forms
furnished by and received by the Company will be voted at the
meeting or any adjournment thereof in accordance with the terms
<PAGE>
of such proxies. Any proxy not so furnished to the Company prior
to the closing of the voting will be considered not voted for
either determination of a quorum or for tabulation of results. A
vote of "Abstain" will be counted as a proxy voted in determin-
ation of a quorum but will not be included in the tabulation of
votes on any matter brought before the meeting.
GENERAL
The purposes of the meeting are set forth in the attached
Notice of Annual Meeting. However, the enclosed proxy gives
discretionary authority to the proxy holders named therein should
any other matters be presented to the meeting and it is the
intention of such proxy holders to take such action in connection
therewith as shall be in accordance with their best judgment. The
Company contemplates reporting to all common stockholders of
record after the meeting as to the action taken at the meeting.
STATEMENT RELATIVE TO VOTING OF PROXIES
The Company's only security entitled to vote at the meeting
is its Common Stock, par value $3.50 per share, of which
9,389,841 shares were outstanding on January 1, 1994 .
Only holders of Common Stock of the Company of record at the
close of business on March 4, 1994, are entitled to vote at the
meeting. Each stockholder is entitled to one vote for each share
of Common Stock held as of that date. Any stockholder may vote
his shares either in person or by authorized proxy, designating
not more than three persons as proxies to vote the shares owned
by him. The giving of the enclosed proxy by a stockholder will
not affect his right to vote shares if he attends the meeting and
desires to vote in person. The enclosed proxy is revocable by
the stockholder giving it, provided notice of the revocation is
received by the Secretary of the Company prior to the voting of
the proxy.
If a stockholder is a participant in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), the enclosed
proxy will represent the number of shares registered in the
participant's name and/or the number of shares allocated to the
to the participant's account under the plan. The proxy will
serve as the instructions as how to vote shares held in the Plan
and/or the shares registered in his own name. If the stockholder
does not furnish any proxy to vote the shares registered in his
own name, the shares held for his account in the Plan will not be
voted.
<PAGE>
ELECTION OF DIRECTORS
Nominees for Directors
The Board of Directors is divided into three classes serving
staggered terms in accordance with the Company's Restated
Certificate of Incorporation, as amended. The number of
directors, in accordance with the Company's By-Laws, constituting
the full board of directors shall be seven. The terms of Messrs.
Arends, Schrup and Stoppelmoor will expire at the 1994 annual
meeting and each has been nominated for re-election to a term of
three years expiring in 1997. In all cases, the directors
elected will continue to serve until their respective successors
shall have been duly elected and qualified.
It is intended that the proxies solicited on behalf of the
Board of Directors will be voted for the Class III nominees.
Mr.Francis E. Holland, who was elected for a three-year term
expiring at the 1994 annual meeting, retired in 1993 upon
attainment of retirement age of 70, pursuant to the Company's
retirement policy for Board members. Mr. Alan B. Arends was
elected a director by the remaining Board members to fill Mr
Holland's unexpired term, effective August 15, 1993. Mr. Alan B.
Arends, Mr. Nicholas J. Schrup and Mr. Wayne H. Stoppelmoor are
the nominees for election as Class III directors of the Company,
each to hold office for a term expiring at the 1997 annual
meeting and until a successor has been duly elected and
qualified.
In the event that any of the nominees should become unable
or for good reason will not serve as a director, it is intended
that the proxies will be voted for the election of such other
person or persons as shall be designated by the Board of
Directors. It is not anticipated that any of the nominees will
be unable or unwilling to serve as a director. Except as
otherwise indicated, each nominee has been engaged in his present
principal occupation for at least the past five years.
The Board recommends a vote FOR the nominees for director.
Biographical information concerning each of the nominees for
re-election and the directors continuing in office is presented
on the following pages.
<PAGE>
Nominees For Director For Terms Expiring in 1997
Class III Directors - Present Terms Expire at 1994 Meeting
(Photograph ALAN B. ARENDS, 60, is President of Arends
Inserted Associates, Inc., of Albert Lea, Minnesota,
Here) an employee benefits company which he founded
in 1983. Mr. Arends has also taught at both
the high school and college levels. He was
elected to the Board of Directors of the
Company on August 15, 1993. Mr. Arends is a
member of the Compensation Committee and the
Audit Committee.
(Photograph NICHOLAS J. SCHRUP, 64, was elected to
Inserted Interstate Power Company's Board of Directors
Here) in 1979. He is Chairman of the Board of
American Trust & Savings Bank in Dubuque,
Iowa, holding that position since 1973. Mr.
Schrup is Chairman of the Compensation
Committee and is a member of the Executive
Committee
(Photograph WAYNE H. STOPPELMOOR, 60, was elected to
Inserted Interstate Power Company's Board of Directors
Here) in July 1986. He was elected President and
Chief Executive Officer effective January 1,
1987 and was elected Chairman on May 1, 1990.
Mr. Stoppelmoor had served as Vice President
of Administration beginning in 1978 and then
Executive Vice President starting May 1985.
Mr. Stoppelmoor is Chairman of the Executive
Committee.
Other Incumbent Directors
Class I Directors - Present Term Expires at 1995 Annual Meeting
(Photograph ALFRED D. CORDES, 62, was elected to
Inserted Interstate Power Company's Board of Directors
Here) on January 1, 1992. He was elected Vice
President - District Administration and
Public Affairs on May 1, 1990. He has also
served as District Manager and Executive
Assistant prior to being appointed Vice
President - District Administration on
January 1, 1986. Mr. Cordes is a member of
the Executive Committee and the Nominating
Committee.
<PAGE>
(Photograph JOYCE L. HANES, 61, has been a Director of
Inserted Midwest Wholesale Inc., Mason City, Iowa
Here) since 1970. She was elected Chairman of the
Board of that Company in May, 1986 and
retired from that position in 1988. She was
elected a Director of Interstate Power
Company on January 1, 1982. Mrs. Hanes is
Chairman of the Audit Committee and is a
member of the Compensation Committee.
Other Incumbent Directors
Class II Directors - Present Terms Expire at 1996 Annual Meeting
(Photograph JAMES E. BYRNS, 67, is Chairman and Chief
Inserted Executive Officer of Custom-Pak, Inc. of
Here) Clinton, Iowa, a firm of which he was co-
founder in 1974. Mr. Byrns was elected to
this position on August 15, 1989. He had
been President of that Company since 1980
having served as Executive Vice President
from 1974. Mr. Byrns was elected to
Interstate Power Company's Board of Directors
on January 31, 1984. He is Chairman of the
Nominating Committee and is a member of the
Audit Committee.
(Photograph GERALD L. KOPISCHKE, 62, was elected to
Inserted Interstate Power Company's Board of Directors
Here) effective July 10, 1992. Mr. Kopischke was
elected Vice President-Electric Operations on
September 1, 1980. He had also served as
Director of Electrical Engineering prior to
being appointed as Vice President. He is a
member of the Nominating Committee.
Certain information regarding executive officers of the
Company called for by applicable regulations of the SEC has been
furnished in the Company's annual report on Form 10-K for 1993.
Committees of the Board
The Company has a standing Executive Committee, present
members of which are identified by reference information as to
directors and nominees. This committee held one meeting during
the year 1993. The functions performed by the Executive
Committee include acting on behalf of the Board of Directors when
necessary between meetings of the full Board of Directors.
<PAGE>
The Company has a standing Audit Committee, present members
of which are identified by reference information as to directors
and nominees. The Audit Committee held 2 meetings during the
year 1993. The functions performed were briefly as follows:
recommending to the Board of Directors the independent auditors
to be employed by the Company, reviewing the planned audit scope,
reviewing the results of the independent auditors' examination
and reporting to the Board the results of such services with
recommendations concerning the same.
The Company has a standing Nominating Committee, present
members of which are identified by reference information as to
directors and nominees. The Nominating Committee, which was
designated by the Board as a standing committee on October 29,
1992, held three meetings in 1993. The committee's function is
to make recommendations to the Board for Board member succession,
and as to the Board member compensation.
The Company has a standing Compensation Committee,
designated on October 29, 1992, present members of which are
identified by reference information as to directors and nominees.
The Compensation Committee's functions are to recommend to the
Board the compensation of the CEO and executive officers, the
types and nature of employee benefit plans, and to prepare, as
required by the Proxy Rules, a Compensation Committee report to
be included in the Proxy Statement. The Compensation Committee
held one meeting during 1993.
NOTE: The total number of meetings (of all kinds) of the
Board of Directors (together with Committee meetings) during the
fiscal year 1993 was 15, and each director attended 100 percent
of the aggregate of the total number of all meetings of the Board
and committees of the Board on which he or she served.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Security Ownership of Certain Beneficial Owners
The Company represents that so far as is known to the
management no person or group as of February 1, 1994 owns of
record or beneficially more than 5 per cent of the outstanding
voting securities of the Company and no change of control of the
Company has occurred since the beginning of its last fiscal year.
The Company has no knowledge of any contractual
arrangements, including pledge of its securities, the operation
of the terms of which may at a subsequent date result in a change
of the control of the Company.
<PAGE>
Security Ownership of Management
The directors and officers of the Company owned of record
and beneficially on February 1, 1994, an aggregate of 26,638
shares of Common Stock of the Company, representing less than 1%
of the shares outstanding.
The Company represents that as of February 1, 1994, to the
best of its knowledge beneficial ownership of shares of each
class of equity securities of the Company by all directors and
nominees individually, the CEO and certain named executive
officers individually, and the directors and officers of the
Company as a group is as follows:
Amount and Nature
of Beneficial % of
Name of Nominee Title of Class(1) Ownership (2)(3) Ownership(4)
Alan B. Arends... Common Stock 200 *
James E. Byrns... Common Stock 2,705 *
Michael R. Chase.. Common Stock 4,395 *
Alfred D. Cordes.. Common Stock 3,609(5) *
Donald E. Hamill.. Common Stock 1,702(5) *
Joyce L. Hanes.... Common Stock 1,252 *
Gerald L. Kopischke. Common Stock 3,527(5) *
Nicholas J. Schrup.. Common Stock 800 *
Wayne H. Stoppelmoor.Common Stock 3,896(5) *
William C. Troy... Common Stock 260(5) *
Officers and Directors as a
group - 14 in group.Common Stock 26,695(5) *
(1) In addition to Common Stock, which is the only class of
equity stock of the Company which presently has voting power
for the election of directors, the Company also has, as
equity securities, outstanding shares of Preferred Stock.
<PAGE>
(2) Information with respect to beneficial ownership based upon
information furnished by each stockholder and contained in
filings made with the Securities and Exchange Commission.
(3) Includes shares in which said director or officer may have
an indirect beneficial ownership by reason of the ownership
of such shares by their spouses, dependent children or
trusts.
(4) * - none of the officers or directors hold 1% or more of the
shares outstanding
(5) Includes 1,421 shares for Mr. Stoppelmoor, 1,231 shares for
Mr. Kopischke, 1,272 shares for Mr. Hamill, 321 shares for
Mr. Cordes, 182 shares for Mr. Troy and an aggregate of
9,029 shares for officers and directors which shares are in
the Company's 401(k) Plan as of December 31, 1993.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation Committee Report
The Compensation Committee is comprised of three members of
the Board of Directors (Mrs. Hanes and Messrs. Byrns and Schrup
(Chairman)) none of whom is a current or former officer or
employee of the Company.
The Company has set forth compensation objectives which are
designed to compensate management with salary and benefits at
levels which are competitive with industry in general and
comparative utility companies in particular. The compensation
policy and the goals set are designed to benefit shareholders and
customers as well as to attract and retain highly qualified and
capable executives.
The Committee annually reviews executive compensation for
the purpose of determining salaries for the next year. As part of
its review, the Committee evaluates overall corporate
performance, including earnings, comparative utility and general
industry compensation levels and the salary recommendations made
by the Chief Executive Officer of the Company. The Committee uses
multiple sources of information to evaluate and establish
appropriate compensation. We rely on data from a utility industry
peer group of companies to assess Interstate's relative
performance and compensation levels. Peer companies were selected
by meeting multiple criteria including revenue size, sources of
revenue, geographic location, markets served and comparable
operations.
<PAGE>
For the year 1993, the salary for Mr. Stoppelmoor and each
of the other officers was determined by reference to the total
salary paid to their respective peers at other companies and the
performance standards as to the past and expected future
contributions of the individual officers. As a general guideline,
salaries are within the range of the utility industry average for
peer companies. In evaluating the performance of Mr. Stoppelmoor
the Committee considered his individual contributions to the
efficient operation of the Company and the responsibilities of
the position including years of experience. Mr. Stoppelmoor's
increase was structured to ensure that his compensation is
competitive with other comparable companies within the utility
industry. The Committee noted that, notwithstanding a reduction
of earnings during 1992, primarily caused by unfavorable weather
conditions and adverse Commission rulings, Mr. Stoppelmoor
achieved a variety of important cost control and operational
objectives during 1992. The salaries of the other officers were
also set through a comparison of their performance level
throughout the year.
Respectfully submitted,
Compensation Committee
as of November 30, 1992
Nicholas J. Schrup, Chairman
Joyce L. Hanes
James E. Byrns
Performance Graph
INTERSTATE POWER COMPANY
Comparison of Five Year Cumulative Total Return* Among
Interstate Power Co.(IPW),Standard and Poor's Corporation
(S&P)500 Index, & Edison Electric Institute (EEI) 100 Index of
Investor Owned Electrics**
This performance graph has been submitted to the SEC on Form SE.
CASH COMPENSATION
There is set forth below certain information concerning all
compensation of the CEO and the four most highly compensated
executive officers of the Company as to whom the total
compensation exceeded $100,000 during the year 1993.
<PAGE>
Summary Compensation Table
Annual Compensation
Other
Name and Annual
Principal Position Year Salary($) Bonus
Compensation
(a) (b) (c)(1) (d) (e)
Wayne H. Stoppelmoor .. 1993 242,000 0 0
President & CEO 1992 220,000 0 0
1991 190,000 0 0
Gerald L. Kopischke ... 1993 157,000 0 0
VP-Electric Operations 1992 147,000 0 0
1991 133,000 0 0
Michael R. Chase ..... 1993 118,000 0 0
VP-Power Production 1992 105,000 0 0
1991 85,000 0 0
Donald E. Hamill .... 1993 116,000 0 0
VP-Budget/Regulatory 1992 110,000 0 0
Affairs 1991 100,000 0 0
William C. Troy ..... 1993 116,000 0 0
Controller 1992 110,000 0 0
1991 100,000 0 0
(1) Column (c) includes any salary elective deferral
pursuant to the Company's 401(k) Plan. The 401(k) Plan is
available to all employees.
Compensation Committee Interlocks and Insider Participation
The Board of Directors accepted the recommendations of the
Compensation Committee for the 1993 salaries at the December 3,
1992 Board Meeting. The following interlocking and insider
positions are required to be disclosed. Mr. Stoppelmoor is an
employee of the Company and serves on the Board of Directors of
American Trust & Savings Bank. Mr. Schrup who is on the Board of
Directors of American Trust & Savings Bank is the Chairman of the
Company's Compensation Committee.
<PAGE>
Compensation Pursuant to Plans
The Company's Pension Plan covers substantially all
employees including officers. Pension Plan benefits depend upon
credited service, age at retirement and compensation. At an
assumed retirement age of 65, the normal retirement benefit for
Pension Plan Participants is based on a formula that applies a
factor of 1.15% to the participant's average annual compensation
for the four highest consecutive years plus a factor of .35% to
the participant's average compensation in excess of Social
Security Covered Compensation multiplied by the number of
accredited service years (maximum 35). Optional benefit forms are
also available.
The Company has an Amended Deferred Compensation Plan
available to officers and non-employee directors and provides for
deferral of salaries and fees with accrued interest. No officer
has elected to defer during the year 1993.
In addition to the Pension Plan, the Supplemental Retirement
Plan (SRP) adopted in 1990 provides a supplemental retirement
benefit for certain officers of the Company who meet Plan
requirements. The Plan presently covers the President, all Vice
Presidents, the Controller, and the Secretary and Treasurer. The
aggregate monthly benefit payable to such an officer at the
normal retirement age of 65 shall be 1/12 of 5% of the
Participant's average pay, as defined in the Plan, multiplied by
his early retirement benefit factor which ranges from 1.0, for 0
years of early retirement, to 0% for ten or more years of
retirement prior to the Participant's Normal Retirement date of
age 65. Benefits will not be paid if a Participant dies, or is
terminated for cause, or does not qualify as an active
Participant under the Plan. Benefits begin upon early retirement
or normal retirement. Average pay is the average of the highest
48 consecutive months of total compensation. Compensation means
a Participant's W-2 wages, and any amounts deferred pursuant to
agreement between Participant and Employer.
The following table displays the maximum annual retirement
benefits payable under the straight life annuity form of pension
at the normal retirement age of 65 for specified remunerations
and years of service under plan provisions in effect December 31,
1993, and also includes and factors in the Supplemental
Retirement Plan benefits hereinabove described.
<PAGE>
<TABLE>
<CAPTION>
Average Annual
Compensation for
4 Highest Paid Estimated Annual Benefits For Years of Service Listed
Consecutive Years 20 Years 25 Years 30 Years 35 Years
<S> <C> <C> <C> <C>
$100,000 $33,404 $40,505 $ 47,606 $ 54,707
125,000 42,154 51,130 60,106 69,082
150,000 50,904 61,755 72,606 83,457
175,000 59,654 72,380 85,106 97,832
200,000 68,404 83,005 97,606 112,207
225,000 77,154 93,630 110,106 126,582
</TABLE>
For purposes of determining Pension plan benefits,
compensation for each of the individuals listed in the Summary
Compensation Table is the same as the amounts set forth in that
table. The estimated full years of credited service for benefits
at retirement under the Pension Plan for those executive officers
listed in the Summary Compensation Table are: Wayne H.
Stoppelmoor, 35 years; Gerald L. Kopischke, 35 years; Michael R.
Chase, 35 years; Donald E. Hamill, 35 years; and William C. Troy,
24 years.
Effective January 1, 1988, the Company adopted a 401(k) Plan
in which all Employees of the Company are eligible to
participate, subject to meeting Plan eligibility requirements.
Under the 401(k) Plan, an Employee Plan Participant may elect to
have the Company contribute to a Trustee for the Employee's
account, up to 15% of his or her compensation, as defined in the
Plan, with a maximum contribution of $8,994 for the year 1993.
Amounts of compensation elected to be deferred are immediately
vested. Because the Company's 401(k) Plan meets the requirements
of the Internal Revenue Code, Plan Participants will not be
subject to current federal income tax on the salary amounts
contributed on the Participant's behalf, or on earnings on the
invested funds. Such earnings are subject to tax at times of
distributions and/or withdrawal. Compensation so deferred will
be invested by the Trustee.
Other Compensation
No officer individually or officers as a group received
"Other Annual Compensation" of $50,000 or 10% of the salary and
bonus reported in the Summary Compensation Table.
Stock Option and Stock Appreciation Right Plans
<PAGE>
No director or Officer of the Company held any options to
purchase securities from the Company or its subsidiary during the
year 1993.
Compensation of Directors
During the year 1993 all directors who were not employees of
the Company were paid $7,200 per year plus $500 for each
directors' meeting in which they participated. Also $500 was
paid each non-employee director for each committee meeting held
on a day separate from a scheduled Board meeting while $250 was
paid for each committee meeting which they attended that was held
the same day but not in conjunction with a Board meeting.
Directors who were officers of the Company were not paid any
remuneration beyond their regular salaries. All directors who
were not employees received reimbursement of out-of-pocket
expenses incurred in connection with directors' or committee
meetings. Each director was included in the Company's group life
insurance program.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
The firm of Deloitte & Touche has been selected to serve as
the independent auditors for the Company for the fiscal year
ending December 31, 1994. A representative of Deloitte & Touche
is expected to be present at the annual meeting of stockholders
of the Company scheduled for May 3, 1994 with the opportunity to
make a statement and to be available to respond to appropriate
questions.
1995 STOCKHOLDER PROPOSALS
In Order for stockholder proposals for the 1995 Annual
Meeting of Stockholders to be eligible for inclusion in the
Company's Proxy Statement, they must be received by the Company
at its principal office in Dubuque, Iowa, on or before November
21, 1994.
POSSIBLE ADJOURNMENT OF MEETING
In case the requisite vote to elect the nominees for
directors proposed by the Company cannot be obtained at the date
set for the meeting, it is the intention of the management, if it
seems advisable to do so at the time, to adjourn the meeting to
permit the solicitation of additional proxies.
Please sign, date and return the enclosed proxy promptly in
the enclosed envelope on which no postage stamp is necessary if
<PAGE>
mailed in the United States.
INTERSTATE POWER COMPANY
By W. H. STOPPELMOOR
Chairman of the Board
March 21, 1994
Dubuque, Iowa.
INTERSTATE POWER COMPANY
COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1994
Proxy #
Acct. #
Shares
Held
The undersigned hereby appoints W. H. STOPPELMOOR, J. C. MCGOWAN,
and D. D. JANNETTE, and each of them, with power of substitution,
as proxies for the undersigned, to vote at the annual meeting of
stockholders of INTERSTATE POWER COMPANY to be held in the
Interstate Power Company Meeting Room, May 3, 1994, at 2:00 P.M.
Central Daylight Time, or at any adjournment or adjournments
thereof:
Please use an (X) to indicate your vote in the boxes below.
(CHECK ONE BOX ONLY)
The Board of Directors recommends a vote FOR ALL NOMINEES.
ELECTION OF CLASS III DIRECTORS
The nominees, for terms ending in 1997, and until their
respective successors shall have been duly elected and qualified
are:
ALAN B. ARENDS, NICHOLAS J. SCHRUP and WAYNE H. STOPPELMOOR
___ ___
/___/ FOR all nominees named above /___/ WITHHOLD AUTHORITY
(except as marked to the for all nominees
contrary above). named above.
(INSTRUCTION: to withhold authority to vote for any
individual nominee strike a line through the
nominee's name above.)
The undersigned hereby revokes any and all porxiese
heretofore given or executed by the undersigned with respect to
the shares of stock represented by this Proxy and by filing this
Proxy with the Secretary of the Company, gives notice of such
revocation.
This proxy will be voted as indicated. If no direction is given,
this proxy will be voted FOR all nominees listed and will be
voted in accordance with the proxies' discretion on such other
matters that may properly come before the meeting.
In order to assure that your shares will be represented at
the meeting and to facilitate the tabulation of the votes, please
vote, date and sign this proxy and return promptly in the
enclosedenvelope. If you attend the meeting and wish to change
your vote, you may do so automatically by
casting your ballot at the meeting.
Dated: , 1994
Stockholder
Please sign exactly as shown above. Stockholder
