EXHIBIT 10.1












                     ALLIANT SERVICES COMPANY

              KEY EMPLOYEE DEFERRED COMPENSATION PLAN

        (As Amended and Restated Effective January 1, 2000)


<PAGE>


                         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   Disability................................................2
  2.10  Effective Date............................................2
  2.11  Eligible Employee.........................................2
  2.12  Employer..................................................2
  2.13  ERISA.....................................................2
  2.14  Participant...............................................2
  2.15  Plan......................................................2
  2.16  Plan Year.................................................2
  2.17  Plan Administrator........................................2
  2.18  Retirement................................................2
  2.19  Savings Plan..............................................2
  2.20  Share Value...............................................2
  2.21  Termination of Employment.................................3
  2.22  Unforeseeable Emergency...................................3

ARTICLE 3 ADMINISTRATION..........................................3

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

ARTICLE 4 DEFERRED COMPENSATION...................................4

  4.1   Participant Deferrals.....................................4
  4.2   Employer Contributions....................................4
  4.3   Deferred Compensation Accounts............................4

ARTICLE 5 PAYMENT OF DEFERRED COMPENSATION........................6

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

ARTICLE 6 CLAIMS PROCEDURE........................................9

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

ARTICLE 7 FUNDING.................................................9

ARTICLE 8 AMENDMENT AND TERMINATION..............................10

ARTICLE 9 GENERAL PROVISIONS.....................................10

  9.1   Status of Participants...................................10
  9.2   No Guaranty of Employment................................10
  9.3   Delegation of Authority..................................10
  9.4   Legal Actions............................................10
  9.5   Applicable Law...........................................10
  9.6   Rules of Construction....................................10
  9.7   Expenses of Administration...............................11
  9.8   Indemnification..........................................11
<PAGE>

                                    ARTICLE 1

                                   BACKGROUND
                                   ----------

Alliant  Services  Company (the  "Company") has heretofore  adopted
the Alliant  Services  Company Key Employee  Deferred  Compensation
Plan (the  "Plan") to allow  certain of its key  employees to defer
payment  of part or all of  their  current  compensation.  The Plan
Administrator  of the  Plan  now  wishes  to  revise  the  Plan  in
certain  respects  and,  having  reserved  to  itself  the power to
amend the Plan  pursuant  to  Section 8 thereof,  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  4.3.  Each such  Account  shall  include one or more of the
following sub-accounts:

     (a) Company Stock Account.  The account  established to record the Deferred
         ----------------------
     Compensation  which the  Participant  has  elected to allocate to a Company
     Stock Account pursuant to Section 4.3(c).

     (b)  Interest  Account.  The  account  established  to record the  Deferred
          ------------------
     Compensation  which the  Participant has elected to allocate to an Interest
     Account pursuant to Section 4.3(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 person or persons who
constitute the Participant's beneficiary for the purposes of the Savings Plan.

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

     2.5 Company.  Alliant  Services  Company,  and any  successor or successors
         --------
thereto.
<PAGE>

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

     2.7   Compensation.   A   Participant's   base  salary  and  any  incentive
           -------------
compensation  earned by a Participant  under a plan adopted by the Participant's
Employer on or after the Plan's original Effective Date.

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

     2.9 Disability.  A Participant's  eligibility for immediate  benefits under
         -----------
his or her Employer's long-term disability plan.

     2.10 Effective  Date. The Plan's  original  Effective Date was the later of
          ---------------
January  1,  1998 or the  effective  date of the  Company's  incorporation.  The
provisions  of this  amended and  restated  Plan are  effective as of January 1,
2000,  and shall apply to  Participants  who are Eligible  Employees on or after
such date.

     2.11  Eligible  Employee.  An employee of an Employer  who is a member of a
           -------------------
select group of management or highly compensated employees within the meaning of
Section  201(2) of ERISA,  and who has been  designated  by the Chief  Executive
Officer of the Company as being eligible to participate in the Plan.

     2.12  Employer.  The  Company,  and each  Affiliate  of the  Company  whose
           ---------
employees have been designated as being eligible to participate in the Plan.

     2.13 ERISA.  The Employee  Retirement  Income Security Act of 1974, as from
          ------
time to time amended.

     2.14  Participant.  An  Eligible  Employee  for  whom an  Account  has been
           ------------
established pursuant to Section 4.3.

     2.15 Plan. The Alliant Services Company Key Employee Deferred  Compensation
          -----
Plan, as set forth herein, and as from time to time amended.

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

     2.17 Plan  Administrator.  The Compensation and Personnel  Committee of the
          --------------------
Board of Directors of Alliant Energy Corporation.

     2.18 Retirement.  Termination of Employment at or after age 55 or by reason
          -----------
of Disability.

     2.19 Savings Plan. The Alliant Services Company  Retirement  Savings 401(k)
          -------------
Plan.

     2.20 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>

     2.21  Termination of Employment.  Severance of a  Participant's  employment
           --------------------------
relationship  with all of the  Employers  and their  Affiliates.  A transfer  of
employment among Employers or their Affiliates will not constitute a Termination
of Employment.

     2.22 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 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  of  the  Company  or  an  Affiliate,  upon  the  termination  of  such
employment.  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.
<PAGE>

                                   ARTICLE 4

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

     4.1 Participant  Deferrals.  An Eligible  Employee 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 Employee 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) The election may defer a percentage of the  Participant's  base salary,
     and/or a percentage of the Participant's  incentive  compensation.  Amounts
     deferred from a  Participant's  base salary shall reduce the  Participant's
     base salary in equal  installments for each pay period during the Plan Year
     (or portion thereof) to which the election applies. Amounts deferred from a
     Participant's   incentive   compensation  shall  reduce  the  Participant's
     incentive compensation that is earned during the Plan Year on the date such
     incentive compensation would otherwise be paid to the Participant.

     (b)  The  election  shall  be  irrevocable,  and  it  shall  apply  to  all
     Compensation  payable for services  performed by the Participant during the
     Plan Year to which the  election  applies  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 Employer  Contributions.  Each Employer  shall credit to the Account of
         ------------------------
each Participant who is employed by that Employer an "Employer  Contribution" in
an amount equal to 50% of (a) minus (b), where:

     (a) is the lesser of:

               (i)  the  sum  of  the  amounts  (if  any)   contributed  by  the
               Participant  to the  Savings  Plan  during a Plan Year which were
               eligible for matching  contributions under the Savings Plan, plus
               the  amounts  deferred  by the  Participant  during the Plan Year
               pursuant to Section 4.1; or

               (ii) 6% of the Participant's base salary for the Plan Year; and

     (b) is the  amount  of any  matching  contributions  that  were made to the
     Savings Plan on behalf of the Participant for the Plan Year.

Notwithstanding  the foregoing,  a Participant shall not receive an
Employer   Contribution   for  any  Plan  Year   unless:   (A)  the
Participant  is  employed by an  Employer  or an  Affiliate  on the
last  day of the Plan  Year;  or (B) the  Participant's  employment
terminated  during  the Plan Year by  reason  of the  Participant's
Retirement or death.

     4.3 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:
<PAGE>

     (a) Credits. The Plan Administrator shall credit the following amounts to a
         --------
     Participant's Account:

               (i)  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  current
               Compensation.

               (ii)  Amounts  contributed  on  behalf  of a  Participant  by the
               Participant's  Employer pursuant to Section 4.2 shall be credited
               to the  Participant's  Account  as of July 1 of the Plan Year for
               which such amounts are contributed.

     (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,
     and the amount of any  penalties  imposed on the  Participant  pursuant  to
     Section  5.6(b),  as of the dates on which such  payments  are made or such
     penalties are imposed.

     (c) Participant Elections.  When a Participant elects to defer 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 Compensation and Employer Contributions for the
     Plan Year to which the election under Section 4.1 applies; provided, that a
     Participant's  election for the Plan Year  beginning on January 1, 2000 may
     also be applied to incentive  compensation that was earned in the Plan Year
     ending on December  31, 1999 but is payable in the Plan Year  beginning  on
     January 1, 2000.  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  Compensation  and
     Employer  Contributions  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:
<PAGE>

               (i) Deferred  Compensation  and Employer  Contributions  that are
               allocated  to a  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.

               (ii) 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.

               (iii) 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.

               (iv)  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
      Compensation,  Employer Contributions,  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 Employment for reasons other than the  Participant's  death,  the
balance credited to the Participant's Accounts shall be paid to the Participant.
In the event of a Participant's death, the balance credited to the Participant's
Accounts 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) Retirement.  In the case of a Participant's  Retirement,  payment shall
         -----------
     commence within 60 days after the date of the Participant's  Termination of
     Employment  or within 60 days  after the last day of the Plan Year in which
     the Participant  retires, as elected by the Participant pursuant to Section
     5.6. If payment is made in annual installments,  each installment after the
     first  shall be paid  within 31 days after the last day of the Plan Year in
     which the first installment was paid.

     (b) Death.  In the case of a  Participant'  death,  payment shall  commence
         -----
     within  60 days  after  the date  the  Participant's  Beneficiary  has been
     identified.

     (c)  Other  Termination  of  Employment.  In the  case  of a  Participant's
          -----------------------------------
     Termination of Employment for reasons other than the Participant's death or
     Retirement,  payment  shall  commence  within 60 days after the date of the
     Participant's Termination of Employment.

     5.3 Method of Payment.  Payments due by reason of a Participant's  death or
         ------------------
Retirement shall be made in a lump sum or in up to ten annual  installments,  as
elected by the Participant  pursuant to Section 5.6. Payments due by reason of a
Participant's  Termination of Employment for reasons other than a  Participant's
death or Retirement 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  Accounts 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 Accounts 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.

     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.
         ----------------------

     (a) When a  Participant  elects to defer  Compensation  pursuant to Section
     4.1,  the  Participant  may also make an  election  as to the time at which
     payment  of  such  Deferred   Compensation  will  commence   following  the
     Participant's  Retirement,  and the method  (lump sum or  installments)  in
     which such Deferred  Compensation  will be paid following the Participant's
     death or  Retirement.  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  after  the  date  of  the  Participant's  Termination  of
     Employment.
<PAGE>

     (b) A  Participant  may change an election as to the time and/or  method of
     payment of the Deferred  Compensation  credited to any of the Participant's
     Accounts  at  any  time  by  giving  prior  written   notice  to  the  Plan
     Administrator.  Any change in a  Participant's  elections shall result in a
     penalty in the amount of 10% of the Deferred  Compensation  credited to the
     affected  Accounts as of the date on which notice of the change is received
     by  the  Plan  Administrator,  which  amount  shall  be  forfeited  to  the
     Participant's Employer.

     5.7 Emergency  Payments.  In the event of an Unforeseeable  Emergency,  the
         --------------------
Plan Administrator may direct a Participant's Employer to pay 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 Participant's Employer 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.  An Employer  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 Employer's  liability
for the making of such payment.
<PAGE>

     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
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 and Title I of ERISA;  however,  nothing  herein shall prevent
an Employer,  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.
<PAGE>

                                   ARTICLE 8

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

The Plan  Administrator  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 his or her  Employer  with  respect  to amounts
payable  hereunder,  this Plan  constituting  a mere promise by the Employers 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  Employment.  The  establishment  of this Plan shall not
         ---------------------------
give a Participant any legal or equitable right to be continued in the employ of
an Employer,  nor shall it interfere  with an Employer's  right to terminate the
employment of any of its employees, with or without cause.

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

     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 ERISA or other 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.
<PAGE>

     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
Employers and/or any trust of the type described in Article 7.

     9.8  Indemnification.  Each Employer 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 an  Employer 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 SERVICES COMPANY



                               By
                                  ___________________________________________

                               As its
                                  ___________________________________________

ATTEST:

_______________________________

As its ________________________