Exhibit 10.22







                          ALLIANT ENERGY CORPORATION

                   DEFERRED COMPENSATION PLAN FOR DIRECTORS

              (As Amended and Restated Effective January 1, 2000)



                         As Amended: November 14, 2001






                                                                  November 2001


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                               Table of Contents
                               -----------------

                                                                 Page
                                                                 ----

Article 1 BACKGROUND..............................................1

Article 2 DEFINITIONS.............................................1
      2.1  Account................................................1
      2.2  Affiliate..............................................1
      2.3  Beneficiary............................................1
      2.4  Code...................................................1
      2.5  Company................................................1
      2.6  Company Stock..........................................2
      2.7  Compensation...........................................2
      2.8  Deferred Compensation..................................2
      2.9  Effective Date.........................................2
      2.10 Eligible Director......................................2
      2.11 Participant............................................2
      2.12 Plan...................................................2
      2.13 Plan Year..............................................2
      2.14 Plan Administrator.....................................2
      2.15 Retirement.............................................2
      2.16 Share Value............................................2
      2.17 Termination of Directorship............................2
      2.18 Unforeseeable Emergency................................3

Article 3 ADMINISTRATION..........................................3
      3.1  Powers and Duties......................................3
      3.2  Delegation.............................................3

Article 4 DEFERRED COMPENSATION...................................3
      4.1  Participant Deferrals..................................3
      4.2  Deferred Compensation Accounts.........................4

Article 5 PAYMENT OF DEFERRED COMPENSATION........................6
      5.1  Payment of Deferred Compensation.......................6
      5.2  Commencement of Payments...............................6
      5.3  Method of Payment......................................6
      5.4  Amount of Payments.....................................6
      5.5  Form of Payments.......................................7
      5.6  Participant Elections..................................7
      5.7  Emergency Payments.....................................7
      5.8  Tax Payments...........................................7
      5.9  Facility of Payment....................................8
      5.10 Restrictions on Payments...............................8

Article 6 CLAIMS PROCEDURE........................................8

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      6.1  Decisions on Claims....................................8
      6.2  Review of Denied Claims................................9

Article 7 FUNDING.................................................9

Article 8 AMENDMENT AND TERMINATION...............................9

Article 9 GENERAL PROVISIONS......................................9
      9.1  Status of Participants.................................9
      9.2  No Guaranty of Directorship............................9
      9.3  Delegation of Authority................................9
      9.4  Legal Actions.........................................10
      9.5  Applicable Law........................................10
      9.6  Rules of Construction.................................10
      9.7  Expenses of Administration............................10
      9.8  Indemnification.......................................10

<PAGE>

                                  Article 1

                                  BACKGROUND
                                  ----------

Alliant Energy (the "Company") has heretofore  adopted a deferred  compensation
plan (the  "Plan") to allow its  Directors  to defer  payment of part or all of
their  current  compensation.  The  Company  now  wishes to revise  the Plan in
certain  respects and,  having  reserved to itself the power to amend the Plan,
it hereby amends and restates the Plan as follows.

                                   Article 2

                                  DEFINITIONS
                                  -----------

When the  following  words or  phrases  are used  herein,  they  shall have the
meanings set forth below unless otherwise specifically provided:

2.1   Account.  An  account  which  has  been  established  for  a  Participant
      -------
pursuant to Section  4.2.  Each such account  shall  include one or more of the
following sub-accounts:

(a)   Company   Stock   Account.   The   account   established   to   record  a
      -------------------------
      Participant's   deferred  Stock  Compensation,   and  the  deferred  Cash
      Compensation  which a  Participant  has  elected to allocate to a Company
      Stock Account pursuant to Section 4.2(c).

(b)   Interest  Account.  The account  established  to record the deferred Cash
      -----------------
      Compensation  which a Participant  has elected to allocate to an Interest
      Account pursuant to Section 4.2(c).

Separate Accounts (and  sub-accounts)  shall be maintained for the portion of a
Participant's  Deferred  Compensation  (if any) that is distributable in a lump
sum,  and for the portion of a  Participant's  Deferred  Compensation  (if any)
that is  distributable in installments.  Separate  Accounts (and  sub-accounts)
shall  also  be  maintained  for  each  portion  of  a  Participant's  Deferred
Compensation that is distributable at a different time.

2.2   Affiliate.  A business  organization  that is under  common  control with
      ---------
the Company, as determined under Section 414(c) of the Code.

2.3   Beneficiary.  The person or  persons  (including  a trustee or  trustees)
      -----------
designated  as a  Participant's  Beneficiary  in the  last  written  instrument
signed by the  Participant  for the  purposes of this Plan and  received by the
Plan  Administrator  prior to the  Participant's  death.  If no such person has
been  designated,  the  Participant's  Beneficiary  shall be the  Participant's
surviving spouse, if any, otherwise the Participant's estate.

2.4   Code.  The Internal Revenue Code of 1986, as from time to time amended.
      ----

2.5   Company.  Alliant  Energy  Corporation,  and any  successor or successors
      -------
thereto.

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2.6   Company  Stock.  The Common  Stock,  $.01 par value,  of the Company,  as
      --------------
such stock may be  reclassified,  converted,  or exchanged  by  reorganization,
merger, or otherwise.

2.7   Compensation.  The annual  retainer  payable to an Eligible  Director for
      ------------
his or her  services  as a  member  of the  Company's  Board of  Directors.  An
Eligible Director's Compensation shall include the Director's:

(a)   Cash  Compensation,  being that portion of the Director's annual retainer
      ------------------
      that is payable in cash; and

(b)   Stock Compensation,  being that portion of the Director's annual retainer
      ------------------
      that is payable in shares of Company Stock.

2.8   Deferred  Compensation.  The  balance  from  time to time  credited  to a
      ----------------------
Participant's Accounts.

2.9   Effective  Date.  The Plan's  original  Effective Date was June 27, 1990.
      ---------------
The  provisions  of this amended and restated  Plan are effective as of January
1, 2000.

2.10  Eligible  Director.  Any  individual  who is a  member  of the  Company's
      ------------------
Board  of  Directors  on  the  first  day  of a Plan  Year,  and  who is not an
employee of the Company.

2.11  Participant.   An  Eligible   Director  for  whom  an  Account  has  been
      -----------
established pursuant to Section 4.2.

2.12  Plan.  The Alliant  Energy  Corporation  Deferred  Compensation  Plan for
      ----
Directors, as set forth herein, and as from time to time amended.

2.13  Plan Year.  The 12 consecutive month period ending on each December 31.
      ---------

2.14  Plan  Administrator.  The  Nominating  and  Governance  Committee  of the
      -------------------
Board of Directors of the Company.

2.15  Retirement.  Termination of Directorship at or after age 70.
      ----------

2.16  Share  Value.  The price at which a share of  Company  Stock is deemed to
      ------------
have been purchased for a  Participant's  Account  pursuant to Section  4.2(d).
If  shares  of  Company  Stock  are  actually  purchased  on any  date  for the
purposes of the Plan,  and if such  purchases are made in the open market or in
privately  negotiated  transactions,  the Share  Value on such date will be the
average  weighted  price of all of the shares that are  purchased  for the Plan
on such date.  In all other  cases,  Share Value will be the average  (computed
to four  decimal  points) of the high and low sales prices of shares of Company
Stock  as  reported  for the  applicable  date on the New York  Stock  Exchange
Composite Transaction Tape.

2.17  Termination of  Directorship.  Termination of a Participant's  membership
      ----------------------------
on the Board of Directors of the Company for any reason.

<PAGE>

2.18  Unforeseeable  Emergency.  A severe  financial  hardship to a Participant
      ------------------------
resulting from a sudden and unexpected  illness or accident of the  Participant
or a dependent (as defined in Section  152(a) of the Code) of the  Participant,
loss  of  the   Participant's   property   due  to   casualty,   or  a  similar
extraordinary  and  unforeseeable  circumstance  arising  as a result of events
beyond the control of the Participant.

                                  Article 3

                                ADMINISTRATION
                                --------------

3.1   Powers and Duties. Full power and authority to construe,  interpret,  and
      -----------------
administer this Plan is vested in the Plan  Administrator.  In particular,  the
Plan  Administrator  shall make each  determination  provided  for in this Plan
and may adopt such rules,  regulations,  and  procedures as it deems  necessary
or  desirable  to  the  efficient   administration   of  the  Plan.   The  Plan
Administrator's  determinations  need  not be  uniform,  and  may be made by it
selectively  among  persons  who may be eligible  to  participate  in the Plan.
The  Plan  Administrator  shall  have  sole  and  exclusive  discretion  in the
exercise of its powers and duties  hereunder,  and all  determinations  made by
the Plan  Administrator  shall be final,  conclusive,  and binding  unless they
are  found by a court of  competent  jurisdiction  to have been  arbitrary  and
capricious.

3.2   Delegation.  The  Plan  Administrator  may  delegate  part  or all of its
      ----------
duties  to any  person  or  persons,  and may  from  time to time  revoke  such
authority and delegate it to another  person or persons.  Each such  delegation
to a person who is not an employee  or Director of the Company or an  Affiliate
will be in  writing,  and a copy will be  furnished  to the  person to whom the
duty  is  delegated,   who  will  file  a  written  acceptance  with  the  Plan
Administrator.  Any  delegate's  duty will  terminate  upon  revocation of such
authority  by  the  Plan  Administrator,   upon  withdrawal  of  such  person's
acceptance  or, in the case of a delegate  who is an  employee  or  Director of
the  Company  or an  Affiliate,  upon the  termination  of such  employment  or
directorship.  Any  person to whom  administrative  duties are  delegated  may,
unless the delegation  provides  otherwise,  similarly  delegate part or all of
such duties to another person.

                                   Article 4

                             DEFERRED COMPENSATION
                             ---------------------

4.1   Participant  Deferrals.  An  Eligible  Director  may elect to defer up to
      ----------------------
100% of his or her  Compensation  for any  Plan  Year.  An  election  to  defer
Compensation  shall be made in writing  prior to the first day of the Plan Year
to which it will  apply  or,  if  later,  within  30 days  after  the  Eligible
Director  is  first  notified  by  the  Plan   Administrator   of  his  or  her
eligibility  to  participate  in the  Plan,  and it  shall  be  subject  to the
following requirements:

(a)   Amounts  deferred  from a  Participant's  Compensation  shall  reduce the
      Participant's  Compensation  for the Plan Year (or  portion  thereof)  to
      which the election applies.

(b)   The  election  shall be  irrevocable  with  respect  to all  Compensation
      payable for services  performed by the  Participant  during the Plan Year

<PAGE>

      following  the  date on  which  the  election  is  received  by the  Plan
      Administrator,  except that a  Participant  may  terminate an election to
      defer  Compensation  if  the  Plan  Administrator   determines  that  the
      termination is necessary as a result of an Unforeseeable Emergency.

4.2   Deferred  Compensation  Accounts.  The Plan Administrator shall establish
      --------------------------------
one or more  Accounts in the name of each  Participant  to record the  Deferred
Compensation   payable  to  the   Participant.   Such  Accounts  shall  be  for
bookkeeping  purposes  only,  and shall not be deemed to create a fund or trust
for the  benefit  of the  Participant.  Each  Participant's  Accounts  shall be
established, maintained, and periodically adjusted as follows:

(a)   Credits.  Amounts  deferred  by a  Participant  pursuant  to Section  4.1
      -------
      shall be credited to the  Participant's  Account as of the dates on which
      they are applied to reduce the Participant's Compensation.

(b)   Charges.  The  Plan  Administrator  shall  charge  to  the  Participant's
      -------
      Account  the  amount  of  any  payments  made  to or  on  behalf  of  the
      Participant as of the dates on which such payments are made.

(c)   Participant   Elections.   When  a  Participant   elects  to  defer  Cash
      -----------------------
      Compensation  pursuant to Section 4.1, the  Participant may elect to have
      the deferred  Compensation  credited to a Company  Stock Account or to an
      Interest  Account,  in such  proportions as the Participant  shall elect.
      Each such  election  shall be due by the due date for the election  under
      Section  4.1, and it shall apply to all deferred  Cash  Compensation  for
      the Plan Year to which the  election  under  Section  4.1  applies.  If a
      Participant  fails to make an election  for any Plan Year,  the  election
      that was in effect for the previous  Plan Year shall remain in effect for
      the  current  Plan Year.  If no election  was in effect for the  previous
      Plan  Year,  the   Participant's   deferred  Cash  Compensation  will  be
      allocated to the Interest  Account.  A Participant's  elections  pursuant
      to this paragraph shall be irrevocable.  Deferred  Compensation  that has
      been  allocated  to  a  Company  Stock  Account  may  not  thereafter  be
      transferred to an Interest  Account,  and Deferred  Compensation that has
      been  allocated to an Interest  Account may not thereafter be transferred
      to a Company Stock Account.

(d)   Company Stock  Account.  A  Participant's  Company Stock Account shall be
      ----------------------
      maintained and adjusted as follows:

     (i)   All of a Participant's deferred Stock Compensation shall be credited
           to the Participant's Company Stock Account.

     (ii)  The  portion  of a  Participant's deferred  Cash  Compensation which
           is allocated to the Participant's Company  Stock  Account  shall  be
           deemed  to have been  invested  in whole  and  fractional  shares of
           Company  Stock on a date selected by the Plan  Administrator,  which
           date shall be no later than ten business days  following the date on
           which the  deferred  Compensation  is credited to the  Participant's
           Account, at a price equal to the Share Value on such date.

     (iii) A Participant's Company  Stock  Account  shall  be credited with the
           amount of any dividends that would have been paid to the Participant

<PAGE>

           if the Participant had owned the shares of  Company  Stock  that are
           credited  to  his  or her  Account  when  the  dividends  are  paid.
           Amounts  so  credited  shall be  deemed  to have  been  invested  in
           additional  shares of Company  Stock on a date  selected by the Plan
           Administrator,  which date shall be no later than ten business  days
           following  the date on  which  the  dividends  are  credited  to the
           Participant's  Account,  at a price equal to the Share Value on such
           date.

     (iv)  A  Participant's Company Stock Account  shall be equitably  adjusted
           to reflect any change in the outstanding Company  Stock by reason of
           any  stock   dividend,   stock  split,   recapitalization,   merger,
           consolidation,  combination  or exchange  of shares,  or any similar
           corporate change.

     (v)   The balance credited to a Participant's  Company Stock Account as of
           any  date shall  be  the number  of  whole and  fractional shares of
           Company  Stock  that  are  deemed  to  be  held by the Participant's
           Account on such date.

(e)   Interest  Account.  On the last day of each Plan Year, the average of the
      -----------------
      balances credited to the  Participant's  Interest Account on the last day
      of each month during the Plan Year (with each such month's  balance being
      reduced  prior  to  the  calculation  of  such  average  to  reflect  any
      distribution  and partial year interest  accrual credited during the Plan
      Year),  shall be credited  with  interest at a rate which is equal to the
      greater of:

     (i)   the "Prime  Rate" as  reported  in The Wall  Street  Journal on the
           first business day of the Plan Year; or

     (ii)  the A-Utility Bond Rate Yield (as reported  in the  Federal  Reserve
           statistical  release  H.15) using the average of the rates  reported
           for the last Friday of each month for the applicable Plan Year;

provided,  that in no event  shall the rate of interest  credited  for any Plan
Year be  greater  than 12% or less  than 6%. In the  event  that a  payment  is
made from the  Interest  Account at any time during a Plan Year, a partial year
interest  accrual shall be made to the Interest  Account as of the date of such
payment.  If such  payment is made  during  January or February of a Plan Year,
the  interest  rate for the partial  year  interest  accrual  shall be the rate
credited for the  preceding  Plan Year,  adjusted for the number of days during
the year  prior to the date of  payment.  If such  payment  is made from  March
through  December,  the  interest  rate for the partial year  interest  accrual
shall be  calculated  in the same  fashion  as the  rate for the  current  Plan
Year,  with the  exceptions  that only the  A-Utility  Bond Rate yields for the
completed  months during the Plan Year shall be  considered  and the rate shall
be  adjusted  for the  number  of days  during  the  year  prior to the date of
payment.  The balance  credited to a Participant's  Interest  Account as of any
date shall be the  accumulated  deferred  Cash  Compensation  and interest that
are credited to such Account as of such date.

<PAGE>

                                 Article 5

                       PAYMENT OF DEFERRED COMPENSATION
                       --------------------------------

5.1   Payment  of  Deferred  Compensation.  In the  event  of a  payment  for a
      -----------------------------------
reason other than the  Participant's  death,  the  applicable  benefit shall be
paid  to  the  Participant.   In  the  event  of  a  Participant's  death,  the
applicable benefit shall be paid to the Participant's Beneficiary.

5.2   Commencement   of   Payments.   Payment  of  a   Participant's   Deferred
      ----------------------------
Compensation shall commence as follows:

(a)   Deferrals to a Specific  Year. If a Participant  has elected  pursuant to
      -----------------------------
      Section 5.6 to receive  payment of his or her deferrals for any Plan Year
      in a specific year,  payment of the Participant's  Deferred  Compensation
      that is  attributable  to such Plan Year shall  commence:  (i) during the
      first 31 days of the year elected by the  Participant;  or (ii) within 60
      days  after  the  last day of the Plan  Year in which  the  Participant's
      Termination of Directorship occurs; whichever is earlier.

(b)   Deferrals to Termination of  Directorship.  If a Participant  has elected
      -----------------------------------------
      pursuant to Section 5.6 to receive  payment of his or her  deferrals  for
      any Plan Year following the  Participant's  Termination of  Directorship,
      payment of the Participant's  Deferred  Compensation that is attributable
      to such Plan Year  shall  commence  within 60 days  after the date of the
      Participant's  Termination  of  Directorship  or within 60 days after the
      last  day of the Plan  Year in which  the  Participant's  Termination  of
      Directorship  occurs,  as elected by the Participant  pursuant to Section
      5.6.

Notwithstanding the foregoing,  if a Participant's  Termination of Directorship
occurs by reason of the  Participant's  death,  payment will commence within 60
days after the date the Participant's Beneficiary has been identified.

5.3   Method of Payment.  Payments  of a  Participant's  Deferred  Compensation
      -----------------
shall be made in a lump sum or in up to ten  annual  installments,  as  elected
by the  Participant  pursuant to Section 5.6;  provided,  that all payments due
by reason of a Participant's death shall be made in a lump sum.

5.4   Amount of  Payments.  The amount of a lump sum payment  shall be equal to
      -------------------
the  balance  credited  to the  Participant's  Account  as of the  date  of the
payment,  adjusted for any partial year interest accrual  credited  pursuant to
Section  4.2(e)  for  the  portion  of  such  payment  from  the  Participant's
Interest  Account.  The amount of an installment  payment shall be equal to the
balance  credited to the  Participant's  Account as of the date of the payment,
divided by the  number of  installments  (including  the  current  installment)
remaining  to  be  paid,  plus  any  partial  year  interest  accrual  credited
pursuant  to  Section   4.2(e)  for  the  portion  of  such  payment  from  the
Participant's  Interest Account.  The first annual  installment will be paid on
the date as of which  payment of the  Participant's  Deferred  Compensation  is
scheduled to commence.  Each annual  installment  after the first shall be paid
within 31 days after the last day of the  calendar  year in which the  previous
installment was paid.

<PAGE>

5.5   Form of  Payments.  Payments  that are due from a  Participant's  Company
      -----------------
Stock Account shall be made in whole shares of Company  Stock,  plus cash in an
amount equal to the Share Value of any  fractional  shares.  Payments  that are
due from a Participant's Interest Account shall be made in cash.

5.6   Participant  Elections.  Subject  to the  foregoing  provisions  of  this
      ----------------------
Article  5,  when a  Participant  elects  to  defer  Compensation  pursuant  to
Section 4.1, the Participant may also elect:

(a)   the calendar  year in which payment of such  Deferred  Compensation  will
      commence,  which  calendar year shall be subsequent to the Plan Year next
      following the Plan Year to which the election applies; or

(b)   to have payment of such  Deferred  Compensation  commence  within 60 days
      following the Participant's Termination of Directorship; or

(c)   to have payment of such  Deferred  Compensation  commence  within 60 days
      following  the  last  day  of the  calendar  year  of  the  Participant's
      Termination of Directorship; and

(d)   to receive  payment of such Deferred  Compensation in a lump sum or in up
      to ten annual installments.

Each  such  election  shall  be due by the  due  date  for the  election  under
Section  4.1,  and  it  shall  apply  to  all  Deferred  Compensation  that  is
attributable  to the  Plan  Year  to  which  the  election  under  Section  4.1
applies.  If a  Participant  fails to make an election  for any Plan Year,  the
election  that was in effect for the previous  Plan Year shall remain in effect
for the  current  Plan Year.  If no  election  was in effect  for the  previous
Plan Year,  Deferred  Compensation  that is  attributable  to the current  Plan
Year  will  be  distributed  in  a  lump  sum  within  60  days  following  the
Participant's Termination of Directorship.

5.7   Emergency  Payments.  In the  event of an  Unforeseeable  Emergency,  the
      -------------------
Plan   Administrator   may  direct  the  payment  of  any  part  or  all  of  a
Participant's  Deferred  Compensation  to the  Participant  prior  to the  time
provided in Section 5.2, to the extent  necessary to prevent  severe  financial
hardship.  Such  action  shall  be  taken  only if the  Participant  submits  a
written  application  describing the circumstances  which are deemed to justify
the payment and the amount  necessary  to prevent  severe  financial  hardship,
together  with  such  supporting   evidence  as  the  Plan   Administrator  may
reasonably  require.  Payments  shall not be made  under  this  section  to the
extent the Participant's hardship is or may be relieved:

(a)   through reimbursement or compensation by insurance or otherwise;

(b)   by liquidation of the Participant's  assets, to the extent this would not
      in itself cause severe financial hardship; or

(c)   by the termination of the Participant's election to defer Compensation.

5.8   Tax Payments.  If there is a final  determination  that a Participant  or
      ------------
Beneficiary   should  be   subject  to  income  tax  on  part  or  all  of  the
Participant's  Deferred  Compensation  before it is actually  paid, the Company

<PAGE>

shall pay to the  Participant or Beneficiary  the portion of the  Participant's
Deferred  Compensation  that has been determined to be currently  taxable.  For
the purposes of this section,  a "final  determination"  means a  determination
by the  Internal  Revenue  Service or a court of  competent  jurisdiction  from
which no  further  appeal  may be taken,  either  because  there is no  further
appeal available or because the time to take such appeal has expired.

5.9   Facility of  Payment.  The  Company  may make  payments  due to a legally
      --------------------
incompetent  person  in such of the  following  ways as the Plan  Administrator
shall determine:

(a)   directly to such person;

(b)   to the legal representative of such person; or

(c)   to a near relative of such person to be used for the person's benefit.

Any payment made in accordance  with the  provisions of this section shall be a
complete discharge of the Company's liability for the making of such payment.

5.10  Restrictions  on  Payments.   Notwithstanding   anything  herein  to  the
      --------------------------
contrary,  the Plan  Administrator  may  postpone  the issuance and delivery of
shares  of  Company  Stock  to a  Participant  until  the  requirements  of any
securities  exchange  or system  on which  shares of  Company  Stock  have been
listed  have been  complied  with,  until any  required  registration  or other
qualification  of such  shares  under  applicable  provisions  of any  State or
Federal  securities  laws,  rules or regulations has been  completed,  or until
the  requirements  of any exemption from  registration  or other  qualification
have been satisfied.  The Plan  Administrator may restrict the  transferability
of any  shares of  Company  Stock that are  distributed  pursuant  to the Plan,
legend any  certificate  evidencing any such shares,  and place a stop transfer
order in respect of such shares,  to the extent it reasonably  determines  that
such action is necessary to ensure  compliance  with any applicable  securities
or exchange law, regulation, or other requirement.

                                  Article 6

                               CLAIMS PROCEDURE
                               ----------------

6.1   Decisions  on  Claims.  If a claim  for  benefits  is  denied,  the  Plan
      ---------------------
Administrator  shall  furnish to the claimant  within 90 days after its receipt
of the claim (or within 180 days  after such  receipt if special  circumstances
require an extension of time) a written notice which:

(a)   specifies the reasons for the denial;

(b)   refers to the  pertinent  provisions  of the Plan on which the  denial is
      based;

(c)   describes  any  additional  material  or  information  necessary  for the
      perfection of the claim and explains why such material or  information is
      necessary; and

(d)   explains the claim review procedures.

<PAGE>

6.2   Review  of  Denied  Claims.  Upon the  written  request  of the  claimant
      --------------------------
submitted  within 60 days after his or her receipt of such written notice,  the
Plan  Administrator  shall  afford the  claimant a full and fair  review of the
decision  denying  the claim  and,  if so  requested,  permit the  claimant  to
review any documents  which are pertinent to the claim,  permit the claimant to
submit issues and comments in writing,  and afford the claimant an  opportunity
to meet with appropriate  representatives  of the Plan  Administrator as a part
of the  review  procedure.  Within 60 days after its  receipt of a request  for
review (or within 120 days after such  receipt if special  circumstances,  such
as the  need  to hold a  hearing,  require  an  extension  of  time)  the  Plan
Administrator  shall  notify the  claimant in writing of its  decision  and the
reasons for its  decision  and shall refer the  claimant to the  provisions  of
the Plan which form the basis for its decision.

                                   Article 7

                                    FUNDING
                                    -------

This Plan is intended to be "unfunded"  for the purposes of the Code;  however,
nothing  herein  shall  prevent  the  Company,  in its  sole  discretion,  from
establishing  a trust of the type  commonly  known as a "rabbi trust" to assist
it in meeting its obligations under the Plan.

                                  Article 8

                           AMENDMENT AND TERMINATION
                           -------------------------

The  Nominating  and  Governance  Committee  of the Board of  Directors  of the
Company  may  amend or  terminate  this  Plan at any  time and for any  reason;
provided,  that  no  amendment  or  termination  of  the  Plan  shall  alter  a
Participant's  right to receive payment of amounts  previously  credited to the
Participant's Account.

                                   Article 9

                              GENERAL PROVISIONS
                              ------------------

9.1   Status of  Participants.  Each  Participant  and  Beneficiary  shall be a
      -----------------------
general  unsecured  creditor of the  Company  with  respect to amounts  payable
hereunder,  this  Plan  constituting  a mere  promise  by the  Company  to make
benefit  payments in the future.  A  Participant's  or  Beneficiary's  right to
receive   payments   under  the  Plan  are  not   subject   in  any  manner  to
anticipation,  alienation, sale, assignment,  pledge, encumbrance,  attachment,
or  garnishment  by the  creditors  of  the  Participant  or the  Participant's
Beneficiaries.

9.2   No Guaranty of  Directorship.  The  establishment  of this Plan shall not
      ----------------------------
give a  Participant  any legal or  equitable  right to be continued as a member
of the Board of Directors of the Company.

9.3   Delegation  of  Authority.  Whenever,  under the terms of this Plan,  the
      -------------------------
Company is  permitted  or  required  to do or perform any act, it shall be done
or performed by the Board of Directors of the Company,  by any duly  authorized
committee  thereof,  or by any officer of the Company  duly  authorized  by the
articles of incorporation, bylaws, or Board of Directors of the Company.

<PAGE>

9.4   Legal Actions.  No  Participant,  Beneficiary,  or other person having or
      -------------
claiming to have an  interest  in this Plan shall be a  necessary  party to any
action or proceeding  involving the Plan,  and no such person shall be entitled
to any notice or  process,  except to the extent  required by  applicable  law.
Any final judgment  which is not appealed or appealable  that may be entered in
any such action or  proceeding  shall be binding and  conclusive on all persons
having or claiming to have any interest in this Plan.

9.5   Applicable   Law.  This  Plan  shall  be  construed  and  interpreted  in
      ----------------
accordance  with the laws of the State of  Wisconsin,  except to the extent the
same are preempted by any applicable federal law.

9.6   Rules  of  Construction.  Wherever  any  words  are  used  herein  in the
      -----------------------
masculine  gender,  they shall be  construed  as though  they were also used in
the  feminine  gender in all cases where they would so apply,  and wherever any
words are used herein in the  singular  form they shall be  construed as though
they  were also  used in the  plural  form in all  cases  where  they  would so
apply.  Headings of sections  and  subsections  of this Plan are  inserted  for
convenience  of  reference,  are  not a part of  this  Plan,  and are not to be
considered  in  the  construction   hereof.   The  words  "hereof,"   "herein,"
"hereunder,"  and other  similar  compounds  of the word "here"  shall mean and
refer to the entire Plan, and not to any particular provision or section.

9.7   Expenses  of   Administration.   All  expenses  and  costs   incurred  in
      -----------------------------
connection  with the  administration  or operation of the Plan shall be paid by
the Company and/or by any trust of the type described in Article 7.

9.8   Indemnification.  The  Company  shall,  to the  extent  permitted  by its
      ---------------
articles of  incorporation  and  bylaws,  and by the laws of the state in which
it is  incorporated,  indemnify  any  employee or Director of the Company or an
Affiliate  providing  services  to the  Plan  against  any and all  liabilities
arising by reason of any act or  omission,  made in good faith  pursuant to the
provisions of the Plan,  including expenses  reasonably incurred in the defense
of any claim relating thereto.

<PAGE>

To record the  adoption of the Plan as set forth  above,  the  undersigned  has
executed  this  document this ___ day of  ________________,  ____________,  for
and on behalf of the Company.

                               ALLIANT ENERGY CORPORATION



                               By______________________________________

                               As its__________________________________

ATTEST:



_____________________________________________

As its_______________________________________