EXHIBIT 10.2



                          ALLIANT ENERGY CORPORATION

                   DEFERRED COMPENSATION PLAN FOR DIRECTORS

              (As Amended and Restated Effective January 1, 2000)




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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...................................................2
   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...............................3
   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........................5

   5.1  Payment of Deferred Compensation..........................5
   5.2  Commencement of Payments..................................6
   5.3  Timing of Payments........................................6
   5.4  Amount of Payments........................................6
   5.5  Form of Payments..........................................6
   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

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

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

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                                   ARTICLE 1

                                  BACKGROUND
                                  ----------


Alliant Energy  Corporation  (formerly known as Interstate  Energy  Corporation
and  referred to herein as 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 corporation 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.
<PAGE>

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

     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,  and shall apply to  Participants  who are Eligible  Directors on or after
such date.

     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 4.3(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.
<PAGE>

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

     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:
<PAGE>

          (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
          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 Account 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 Account 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  or
               Employer Contributions are credited to the Participant's Account,
               at a price equal to the Share Value on such date.
<PAGE>

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

provided,  that in no event  shall the rate of interest  credited  for any Plan
Year  be  greater  than  12%  or  less  than  6%.  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.

                                   ARTICLE 5

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

     5.1  Payment  of  Deferred  Compensation.  In the event of a  Participant's
Termination of Directorship for reasons other than the Participant's  death, the
balance credited to the Participant's  Account shall be paid to the Participant.
In the event of a Participant's death, the balance credited to the Participant's
Account shall be paid to the Participant's Beneficiary.
<PAGE>

     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 Timing of Payments.  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 a date selected by the
Plan Administrator,  which date shall not be more than 30 days prior to the date
the lump sum is paid. The amount of an installment payment shall be equal to the
balance credited to the Participant's  Account as of a date selected by the Plan
Administrator  (which  shall  not be more  than 30 days  prior  to the  date the
installment  is paid),  divided by the  number of  installments  (including  the
current installment)  remaining to be paid. 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.

     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.
<PAGE>

     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: (i)  subsequent to the Plan Year
     next  following  the Plan Year to which the election  applies;  and (ii) no
     later than the calendar year of the Participant's  anticipated  Retirement;
     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 on the  fourth  Friday  of the  month
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  taxed  on  part  or all of the  Participant's  Deferred
Compensation  before  it  is  actually  paid,  the  Company  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.
<PAGE>

     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.

     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

<PAGE>

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.

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:

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As its-------------------------