EXHIBIT 10.3


                    ALLIANT SERVICES COMPANY GRANTOR TRUST

                     FOR DEFERRED COMPENSATION AGREEMENTS
                     ------------------------------------



      THIS  AGREEMENT,  made this ______ day of  __________________,  2000, by
and between  ALLIANT  SERVICES  COMPANY (the  "Company") and MARSHALL & ILSLEY
TRUST COMPANY (the "Trustee");


                             W I T N E S S E T H:
                             --------------------


      WHEREAS,  the  Company  has  adopted  or entered  into the  nonqualified
deferred compensation plans and agreements (the "Plans") listed in Appendix A;


      WHEREAS,  the Company has incurred or expects to incur  liability  under
the terms of such Plans with respect to the individuals  participating in such
Plans;


      WHEREAS,  the Company  wishes to establish a trust (the  "Trust") and to
contribute  to the Trust  assets  that shall be held  therein,  subject to the
claims of the Company's  creditors in the event of the  Company's  Insolvency,
as herein defined,  until paid to Plan participants and their beneficiaries in
such manner and at such times as specified in the Plans;


      WHEREAS,  it is the  intention  of the  parties  that this  Trust  shall
constitute  an  unfunded  arrangement  and shall not  affect the status of the
Plans as  unfunded  plans  maintained  for the purpose of  providing  deferred
compensation for a select group of management or highly compensated  employees
for  purposes of Title I of the  Employee  Retirement  Income  Security Act of
1974; and


      WHEREAS,  it is the  intention of the Company to make  contributions  to
the  Trust to  provide  itself  with a source  of  funds to  assist  it in the
meeting of its liabilities under the Plans;


      NOW,  THEREFORE,  the  parties do hereby  establish  the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

                                   SECTION 1

                            ESTABLISHMENT OF TRUST
                            ----------------------

     1.1 The Company  hereby  deposits  with the Trustee,  in trust,  the sum of
$1,000,  which shall become the principal of the Trust to be held,  administered
and disposed of by the Trustee as provided in this Trust Agreement.

     1.2 The Trust hereby established shall be irrevocable.
<PAGE>

     1.3 The Trust is  intended to be a grantor  trust,  of which the Company is
the grantor,  within the meaning of subpart E, part I,  subchapter J, chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

     1.4 The  principal of the Trust,  and any earnings  thereon,  shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan  participants and general  creditors as herein
set forth.  Plan  participants and their  beneficiaries  shall have no preferred
claim on, or any beneficial  ownership interest in, any assets of the Trust. Any
rights created under the Plans and this Trust  Agreement shall be mere unsecured
contractual  rights of Plan  participants  and their  beneficiaries  against the
Company.  Any  assets  held by the Trust  will be  subject  to the claims of the
Company's  general  creditors  under  federal  and  state  law in the  event  of
Insolvency, as defined in Section 3.1 herein.

     1.5 Within ten  business  days  following a Change in Control,  the Company
shall make an irrevocable  contribution  to the Trust in an amount that is equal
to the sum of the participants' and beneficiaries'  account balances established
pursuant to the terms of the Plans as of the date of the Change in Control.

     1.6 As of each  December  31  following  a Change  in  Control  ("Valuation
Date"),  the Company shall determine the amount of the contribution  which would
have been required pursuant to Section 1.5 if the Change in Control had occurred
on such  Valuation  Date.  If the amount so  determined  exceeds the fair market
value of the Trust assets on such Valuation Date, the Company shall,  within ten
business days following such Valuation Date, make an irrevocable contribution to
the Trust in an amount which is not less than such excess.

     1.7 The Company,  in its sole discretion,  may at any time, or from time to
time,  make  additional  deposits  of cash or other  property  in trust with the
Trustee to augment the principal to be held, administered and disposed of by the
Trustee as provided in this Trust  Agreement.  The Plan  participants  and their
beneficiaries shall have no right to compel any such discretionary deposits.

     1.8 The Trustee  shall have no  obligation  to compel any deposits that are
required pursuant to this Agreement.

                                   SECTION 2

            PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES
            -----------------------------------------------------

     2.1 The  Company  shall  deliver to the  Trustee a schedule  (the  "Payment
Schedule")   that  indicates  the  amounts  payable  in  respect  of  each  Plan
participant (and his or her beneficiaries),  or that provides a formula or other
instructions  acceptable to the Trustee for  determining the amounts so payable,
the form in which such  amounts  are to be paid (as  provided  for or  available
under the Plans),  and the time of  commencement  for  payment of such  amounts.
Except as otherwise provided herein, the Trustee shall make payments to the Plan
participants and their  beneficiaries in accordance with the most recent Payment
Schedule  received by the Trustee.  Based  exclusively  upon  direction from the
Company  as to time and  amounts,  the  Trustee  shall  make  provision  for the
reporting  and  withholding  of any  federal,  state or local  taxes that may be
required to be withheld with respect to the payment of benefits  pursuant to the
terms of the Plans and, based exclusively upon direction from the Company, shall
pay amounts  withheld  to taxing  authorities.  The  Trustee  acts solely as the
Company's  agent for purposes of reporting and  withholding on payments from the
Trust,  and the Company shall be solely  responsible for  determining  that such
amounts have been reported,  withheld and paid to appropriate taxing authorities
in a timely manner.
<PAGE>

     2.2 The entitlement of a Plan  participant or his or her  beneficiaries  to
benefits  under the Plans shall be determined by the Company or such party as it
shall  designate  under the  Plans,  and any claim  for such  benefits  shall be
considered and reviewed under the procedures set out in the Plans.

     2.3 The Company may make payment of benefits  directly to Plan participants
or their  beneficiaries  as they  become due under the terms of the  Plans.  The
Company  shall  notify the Trustee of its  decision to make  payment of benefits
directly  prior  to the  time  amounts  are  payable  to  participants  or their
beneficiaries.  In addition,  if the  principal  of the Trust,  and any earnings
thereon,  are not sufficient to make payments of benefits in accordance with the
terms of the Plans,  the Company  shall make the balance of each such payment as
it falls due. The Trustee shall notify the Company where  principal and earnings
are not sufficient.

                                   SECTION 3

                  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
                TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT
                ----------------------------------------------

     3.1 The Trustee  shall cease payment of benefits to Plan  participants  and
their beneficiaries if the Company is Insolvent. The Company shall be considered
"Insolvent"  for  purposes  of this Trust  Agreement  if it is unable to pay its
debts as they  become  due,  or if it is  subject to a pending  proceeding  as a
debtor under the United States Bankruptcy Code.

     3.2 At all times  during the  continuance  of this  Trust,  as  provided in
Section 1.4 hereof,  the  principal  and income of the Trust shall be subject to
claims of general  creditors of the Company  under  federal and state law as set
forth below.

     3.3 The Board of Directors and the Chief  Executive  Officer of the Company
shall  have  the  duty  to  inform  the  Trustee  in  writing  of the  Company's
Insolvency.  If a person  claiming to be a creditor  of the  Company  alleges in
writing to the Trustee that the Company has become Insolvent,  the Trustee shall
determine whether the Company is Insolvent and, pending such determination,  the
Trustee  shall  discontinue  payment of benefits to Plan  participants  or their
beneficiaries.

     3.4 Unless the Trustee has actual knowledge of the Company's Insolvency, or
has  received  notice  from the  Company or a person  claiming  to be a creditor
alleging  that the  Company  is  Insolvent,  the  Trustee  shall have no duty to
inquire whether the Company is Insolvent.  The Trustee may in all events rely on
such  evidence  concerning  the  Company's  solvency as may be  furnished to the
Trustee and that  provides  the  Trustee  with a  reasonable  basis for making a
determination concerning the Company's solvency.
<PAGE>

     (a) If at  any  time  the  Trustee  has  determined  that  the  Company  is
     Insolvent,  the Trustee shall discontinue  payments to Plan participants or
     their  beneficiaries and shall hold the assets of the Trust for the benefit
     of the Company's general  creditors.  Nothing in this Trust Agreement shall
     in any way diminish any rights of Plan participants or their  beneficiaries
     to pursue their rights as general  creditors of the Company with respect to
     benefits due under the Plans or otherwise.

     (b) The Trustee  shall resume the payment of benefits to Plan  participants
     or their beneficiaries in accordance with Section 2 of this Trust Agreement
     only after the Trustee has determined that the Company is not Insolvent (or
     is no longer Insolvent).

     3.5 Provided that there are sufficient assets, if the Trustee  discontinues
the  payment of  benefits  from the Trust  pursuant  to  Section  3.2 hereof and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants or their  beneficiaries under the terms of the Plans for the period
of such  discontinuance,  less the aggregate amount of any payments made to Plan
participants  or their  beneficiaries  by the  Company  in lieu of the  payments
provided for hereunder during any such period of discontinuance.

                                   SECTION 4

                             PAYMENTS TO COMPANY
                             -------------------


Except  as  provided  in  Section  3  hereof,   after  the  Trust  has  become
irrevocable,  the  Company  shall have no right or power to direct the Trustee
to return to the  Company  or to  divert  to  others  any of the Trust  assets
before all payment of benefits have been made to Plan  participants  and their
beneficiaries pursuant to the terms of the Plans.

                                   SECTION 5

                             INVESTMENT AUTHORITY
                             --------------------

     5.1 The Trustee shall have the following  powers and duties with respect to
the investment of the assets of the Trust:

     (a) Except as otherwise  specifically  provided herein, and subject to such
     investment guidelines as may be adopted by the Company and delivered to the
     Trustee, the Trustee may invest, reinvest, and hold the assets of the Trust
     in whatever form of investment the Trustee may see fit (including,  but not
     limited to,  contracts or policies of insurance),  and in making or holding
     such investments,  the Trustee shall not be restricted to those investments
     which are  authorized by the laws of any state for the  investment of trust
     funds.

     (b) In addition to the  general  investment  powers set forth above in this
     Section 5.1, the following provisions shall apply:
<PAGE>

          (i) Investment Guidelines and Directives. Prior to the occurrence of a
              ------------------------------------
          Change in Control,  and subject to the Company's  authority to appoint
          an investment manager,  the Trustee shall manage,  acquire, or dispose
          of the assets of the Trust in accordance  with this  Agreement and the
          directions of the Company or its designee.  To the extent permitted by
          law, the Trustee shall not be liable for any investment  made pursuant
          to the Company's or its designee's direction.

          (ii) Trustee  Powers.  The Trustee  shall have the  following  powers,
               ----------------
          rights and duties  subject  to Section 8 and the other  provisions  of
          this Trust Agreement. The Trustee shall exercise such powers only upon
          the direction of an investment manager, where such powers relate to an
          investment  manager Account,  upon the direction of the Company or its
          designee  prior to a Change  in  Control,  and in its sole  discretion
          otherwise:

               (A) To  receive  and  hold  all  contributions  paid to it by the
               Company;  provided,  however, that the Trustee shall have no duty
               to require any  contributions to be made to it;

               (B) To effectuate the written  investment  instructions  given by
               the  Company  or its  designee  without  regard to any law now or
               hereafter in force limiting investments of fiduciaries;

               (C) To retain in the Trust for investment, any property deposited
               with the Trustee hereunder;

               (D) To have the  authority to invest and  reinvest  assets of the
               Trust in  shares  of common or  preferred  stock,  bonds,  notes,
               debentures,  short-term  securities,  mutual funds (including any
               such  fund  from  which  the  Trustee  or any  affiliate  thereof
               receives an investment  management fee or any other fee),  common
               Trust funds, and other property,  real or personal,  of any kind;
               to purchase and sell "put" or "call"  options on publicly  traded
               securities; and to acquire, hold, manage, operate, sell, contract
               to  sell,  grant  options  with  respect  to,  convey,  exchange,
               transfer, abandon, lease, manage, and otherwise deal with respect
               to assets of the Trust;

               (E) To acquire, hold or dispose of insurance or annuity contracts
               as directed by the Company or its designee;

               (F) To  borrow  from  anyone  such  amount  or  amounts  of money
               necessary  to carry out the  purpose  of this  Trust and for that
               purpose to mortgage or pledge all or any part of the Trust;

               (G)  To  retain  in  the  Trust   for   investment   or   pending
               distributions,   any   portion  of  the  Trust  in  cash   deemed
               appropriate by the Trustee;
<PAGE>

               (H) To establish  accounts in any affiliate of the Trustee and in
               such other banks and financial  institutions as the Trustee deems
               appropriate to carry out the purposes of the Trust;

               (I) To deposit securities with a clearing  corporation as defined
               in Article  Eight of the  Uniform  Commercial  Code;  to hold the
               certificates  representing securities,  including those in bearer
               form,  in bulk  form  with and to merge  such  certificates  into
               certificates   of  the  same  class  of  the  same  issuer  which
               constitutes   assets  of  other   accounts  or  owners,   without
               certification  as to the  ownership  attached;  and to  utilize a
               book-entry  system for the transfer or pledge of securities  held
               by the Trustee or by a clearing  corporation,  provided  that the
               records of the Trustee shall indicate the actual ownership of the
               securities and other property of the Trust Fund;

               (J) To  participate  in and use the  Federal  book-entry  Account
               system,  a service  provided by the Federal  Reserve Bank for its
               member banks for deposit of Treasury securities; and

               (K) To hold  securities or property in the name of the Trustee or
               its  nominee or  nominees  or in such other form as it deems best
               with or without disclosing the Trust relationship,  providing the
               records of the Trust shall indicate the actual  ownership of such
               securities or other property.

     5.2 Prior to the occurrence of a Change in Control,  the Company may at any
time, and from time to time,  appoint one or more investment  managers to manage
and control all or any part of the Trust's assets.  Any such investment  manager
shall be a registered  investment  adviser under the Investment  Advisers Act of
1940; a bank, as defined in that Act; or an insurance  company that is qualified
to manage,  acquire or dispose of the Plans'  assets under the laws of more than
one state.  The  Company  shall  notify the  Trustee  of any  appointment  of an
investment  manager by delivery to the Trustee of a copy of the  document  under
which the  investment  manager was appointed to act as such  hereunder and shall
specify  to the  Trustee  that  portion  of the  Trust  Fund  which  shall be an
"Investment  Manager Account." Upon receipt of written notice of the appointment
of an investment manager,  the Trustee shall segregate the portion of the assets
of the Trust to be managed by the investment manager into a separate  Investment
Manager Account.  During the term of such  appointment,  the investment  manager
with  respect  to  its   Investment   Manager   Account   shall  have  the  sole
responsibility  for the investment and  reinvestment  of the Investment  Manager
Account  subject to its investment  management,  and shall certify in writing to
the  Trustee  the  identity  of  the  person  or  persons   authorized  to  give
instructions  or  directions  on its  behalf.  The  Trustee  shall  follow  such
directions  and shall be under no duty to review any  investment to be acquired,
held or disposed of pursuant to such  directions nor to make any  recommendation
with respect to the disposition or continued  retention of any such  investment.
The Trustee shall have no liability for acting without question on the direction
of,  or  failing  to act in the  absence  of any  direction  from an  investment
manager.  The Trustee and any investment manager appointed  hereunder shall each
exercise their respective fiduciary  responsibilities with respect to the assets
of  the   Plan,   including   (without   limitation)   any   responsibility   of
diversification,  as if the  portion  of the Trust  Fund  under  its  management
constituted  the entirety of the assets of the Plan. The Company,  or some other
fiduciary named by it, shall be responsible for the overall  diversification  of
the entire Trust Fund.
<PAGE>

      Notwithstanding  the  foregoing,  any  appointment  by the Company of an
investment  manager  shall  terminate  upon  the  occurrence  of a  Change  in
Control,  and neither the Company,  nor any  successor  to the Company,  shall
thereafter  have any power to appoint an  investment  manager  with respect to
any portion of the assets of the Trust.

      In the event  that an  investment  manager  appointed  hereunder  should
resign  or be  removed,  or upon  the  termination  of the  appointment  of an
investment  manager due to the occurrence of a Change in Control,  the Trustee
shall,  upon receiving  written notice thereof,  manage the investment of that
portion of the Trust Fund which was an  Investment  Manager  Account under the
management  of such  investment  manager  at the  time  of  such  resignation,
removal or termination,  unless and until the Trustee shall be notified of the
appointment of another investment manager.

     5.3 The Trustee may invest in shares of the Common  Stock,  $.01 par value,
of Alliant Energy  Corporation  ("Company  Stock").  All rights  associated with
shares of Company  Stock that are held by the Trust  shall be  exercised  by the
Trustee, and shall in no event be exercisable by or rest with Plan participants.

     5.4 The Company shall have the right at any time,  and from time to time in
its sole  discretion,  to  substitute  assets of equal fair market value for any
asset  held  by the  Trust.  This  right  is  exercisable  by the  Company  in a
nonfiduciary  capacity  without  the  approval  or  consent  of any  person in a
fiduciary capacity.

                                   SECTION 6

                              DISPOSITION OF INCOME
                              ---------------------


During the term of this  Trust,  all  income  received  by the  Trust,  net of
expenses and taxes, shall be accumulated and reinvested.

                                   SECTION 7

                            ACCOUNTING BY TRUSTEE
                            ---------------------


The Trustee  shall keep  accurate  and  detailed  records of all  investments,
receipts,  disbursements,  and all  other  transactions  required  to be made,
including  such  specific  records as shall be agreed upon in writing  between
the  Company  and the  Trustee.  Within  60 days  following  the close of each
calendar  year,  and within 60 days after the  removal or  resignation  of the
Trustee,  the Trustee  shall  deliver to the Company a written  account of its
administration  of the Trust  during  such year or during the period  from the
close of the last preceding  year to the date of such removal or  resignation,
setting forth all investments,  receipts, disbursements and other transactions
effected by it,  including a description  of all  securities  and  investments
purchased  and sold with the cost or net  proceeds of such  purchases or sales
(accrued interest paid or receivable being shown separately),  and showing all
cash,  securities and other property held in the Trust at the end of such year
or as of the date of such removal or resignation, as the case may be.
<PAGE>

                                   SECTION 8

                          RESPONSIBILITY OF TRUSTEE
                          -------------------------

     8.1 The Trustee  shall act with the care,  skill,  prudence  and  diligence
under the  circumstances  then  prevailing  that a prudent person acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and with like aims; provided,  however,  that the
Trustee shall incur no liability to any person for any action taken  pursuant to
a direction,  request or approval given by the Company or an investment  manager
which is contemplated by, and in conformity with, the terms of the Plans or this
Trust and is given in writing by the Company or such investment  manager. In the
event of a dispute  between the Company and a party,  the Trustee may apply to a
court of competent jurisdiction to resolve the dispute.

     8.2  If the  Trustee  undertakes  or  defends  any  litigation  arising  in
connection with this Trust,  the Company agrees to indemnify the Trustee against
the Trustee's costs,  expenses and liabilities  (including,  without limitation,
attorneys' fees and expenses)  relating  thereto and to be primarily  liable for
such payments.  If the Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the Trust.

     8.3 The Trustee may consult with legal counsel (who may also be counsel for
the  Company  generally)  with  respect  to  any of its  duties  or  obligations
hereunder.

     8.4  The  Trustee  may  hire  agents,  accountants,  actuaries,  investment
advisors,   financial  consultants  or  other  professionals  to  assist  it  in
performing  any of its  duties  or  obligations  hereunder,  and may  reasonably
compensate them out of the Trust assets.

     8.5 The Trustee  shall have,  without  exclusion,  all powers  conferred on
trustees  by  applicable  law,  unless  expressly   provided  otherwise  herein;
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a  beneficiary  of the policy other than
the Trust,  to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee,  or to loan to any person the
proceeds of any borrowing against such policy.

     8.6  Notwithstanding  any powers  granted to the  Trustee  pursuant to this
Trust  Agreement or to applicable law, the Trustee shall not have any power that
could give this Trust the  objective  of carrying on a business and dividing the
gains therefrom,  within the meaning of section  301.7700-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

     8.7 If the Trustee is at any time acting as a successor trustee or succeeds
to  responsibilities  hereunder  for  management  of part  or all of the  assets
constituting  the Trust  Fund,  the  Company  hereby  agrees to hold the Trustee
harmless from and against all claims,  expenses  (including  reasonable  counsel
fees),  liabilities,  damages,  actions,  or other charges  incurred or assessed
against it as successor  trustee,  as a direct or indirect  result of any act or
omission  of a  predecessor  trustee  or any  other  person  charged  under  any
agreement  affecting the assets of the Trust for investment  responsibility with
respect to such assets.
<PAGE>

     8.8 The Company  recognizes  that a burden of litigation  may be imposed on
the  Trustee,  as a  result  of some  act or  transaction  for  which  it has no
responsibility   or  over  which  it  has  no  control  under  this   Agreement.
Accordingly,  and in consideration of the Trustee's  agreement to act as trustee
hereunder,  the Company  hereby agrees to indemnify and hold the Trustee and its
affiliates,  directors,  officers,  and employees  harmless from and against all
claims,  expenses  (including  reasonable counsel fees),  liabilities,  damages,
actions,  or other  charges  incurred by or assessed  against the Trustee,  as a
direct or  indirect  result of  anything  done or omitted by Trustee in reliance
upon the  directions (or absence of directions) of the Company or any investment
manager.

                                   SECTION 9

                     COMPENSATION AND EXPENSES OF TRUSTEE
                     ------------------------------------


The  Company  shall  pay  all   administrative  and  the  Trustee's  fees  and
expenses.  If not so paid, the fees and expenses shall be paid from the Trust.

                                   SECTION 10

                      RESIGNATION OR REMOVAL OF TRUSTEE
                      ---------------------------------

     10.1 The Trustee may resign at any time by written  notice to the  Company,
which shall be effective 30 days after receipt of such notice unless the Company
and the Trustee agree otherwise.

     10.2  Prior to a Change in  Control,  the  Trustee  may be  removed  by the
Company  on 30 days  notice or upon  shorter  notice  accepted  by the  Trustee.
Following  a Change in  Control,  the  Trustee may not be removed by the Company
unless 65% of all  employees  or former  employees of the Company who are or may
become  entitled  to the payment of  benefits  pursuant to the Plans  consent in
writing to such removal.

     10.3 Upon  resignation  or  removal of the  Trustee  and  appointment  of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be completed within 30 days after receipt of notice
of resignation, removal or transfer, unless the Company extends the time limit.

     10.4 If the Trustee resigns or is removed,  a successor shall be appointed,
in accordance  with Section 11 hereof,  by the effective  date of resignation or
removal under Section 10.1 or 10.2 of this section.  If no such  appointment has
been made,  the Trustee  may  appoint a  successor  Trustee or it may apply to a
court  of  competent   jurisdiction  for  appointment  of  a  successor  or  for
instructions.  All  expenses of the Trustee in  connection  with the  proceeding
shall be allowed as administrative expenses of the Trust.
<PAGE>

                                   SECTION 11

                           APPOINTMENT OF SUCCESSOR
                           ------------------------

     11.1 If the Trustee  resigns or is removed in accordance  with Section 10.1
or 10.2 hereof,  the Company,  or if a Change in Control shall  previously  have
occurred the Company and at least 65% of all  employees  or former  employees of
the Company who are or may become  entitled to the payment of benefits  pursuant
to the Plans,  may appoint any third party,  such as a bank trust  department or
other party that may be granted  corporate  trustee powers under state law, as a
successor to replace the Trustee upon  resignation or removal.  The  appointment
shall be effective  when accepted in writing by the new Trustee,  who shall have
all of the rights and powers of the former Trustee,  including  ownership rights
in the Trust assets.  The former Trustee shall execute any instrument  necessary
or reasonably  requested by the Company or the successor Trustee to evidence the
transfer.

     11.2 The  successor  Trustee  need not  examine the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for and
the Company shall  indemnify and defend the successor  Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event or any  condition  existing  at the time it becomes a successor
Trustee.

                                   SECTION 12

                           AMENDMENT OR TERMINATION
                           ------------------------

     12.1 This Trust Agreement may be amended by a written  instrument  executed
by the Trustee and the Company. Notwithstanding the foregoing, no such amendment
shall  conflict  with the terms of the Plans or shall  make the Trust  revocable
after it has become irrevocable in accordance with Section 1.2 hereof.

     12.2  The  Trust  shall  not  terminate   until  the  date  on  which  Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plans. Upon termination of the Trust any assets remaining in
the Trust shall be returned to the Company.

     12.3 Notwithstanding the foregoing:

     (a) This  Trust  Agreement  may not be amended  by the  Company  prior to a
     Change in Control without the written  approval of any Plan  participant or
     beneficiary  whose rights or protections under a Plan or this Agreement may
     be reduced, impaired, or otherwise adversely affected by the amendment.
<PAGE>

     (b) This Trust  Agreement  may not be amended by the  Company  following  a
     Change in Control  without the written  approval of all employees or former
     employees of the Company who are, or may become, entitled to the payment of
     benefits pursuant to the Plans.

     (c) The Company may  terminate  this Trust prior to the date  specified  in
     Section 12.2 upon the written approval of all employees or former employees
     of the  Company  who are or may become  entitled to the payment of benefits
     pursuant to the Plans.

                                   SECTION 13

                                  MISCELLANEOUS
                                  -------------

     13.1 Any  provision  of this  Trust  Agreement  prohibited  by law shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

     13.2 Benefits payable to Plan  participants and their  beneficiaries  under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

     13.3 This Trust  Agreement shall be governed by and construed in accordance
with the laws of the  State of  Wisconsin,  except  to the  extent  the same are
preempted by federal law.

     13.4 This Trust  Agreement  shall be binding  upon,  and shall inure to the
benefit of, any  successor  (whether  direct or indirect,  by purchase,  merger,
consolidation,  or  otherwise)  to all or  substantially  all of the business or
assets of the Company.  The Company  (and any  successor to the Company) may not
otherwise  assign its obligations  under this Trust Agreement  without the prior
written approval of all employees or former employees of the Company who are, or
may become, entitled to the payment of benefits pursuant to the Plans.

     13.5 For the purposes of this Trust Agreement:

     (a) "Change in Control"  means the  occurrence of any one of the events set
     forth in the following paragraphs:

               (i) any Person (other than (A) Alliant Energy  Corporation or any
               Subsidiary,  (B) a trustee or other fiduciary holding  securities
               under any employee benefit plan of Alliant Energy  Corporation or
               any Subsidiary, (C) an underwriter temporarily holding securities
               pursuant to an offering of such  securities  or (D) a corporation
               owned,  directly or  indirectly,  by the  shareowners  of Alliant
               Energy Corporation in substantially the same proportions as their
               ownership  of  stock in  Alliant  Energy  Corporation  ("Excluded
               Persons"))  is or  becomes  the  Beneficial  Owner,  directly  or
               indirectly,  of securities  of Alliant  Energy  Corporation  (not
               including in the securities beneficially owned by such Person any
               securities  acquired directly from Alliant Energy  Corporation or
               its  affiliates  after  January  20,  1999,  pursuant  to express
               authorization  by  the  Board  that  refers  to  this  exception)
               representing 20% or more of either the then outstanding Shares or
               the combined  voting power of Alliant Energy  Corporation's  then
               outstanding voting securities; or
<PAGE>

               (ii) the following individuals cease for any reason to constitute
               a  majority  of  the  number  of  Directors  of  Alliant   Energy
               Corporation  then serving:  (A)  individuals  who, on January 20,
               1999,  constituted the Board and (B) any new Director (other than
               a Director  whose  initial  assumption of office is in connection
               with an actual or threatened election contest,  including but not
               limited to a consent  solicitation,  relating to the  election of
               Directors of Alliant Energy  Corporation,  as such terms are used
               in Rule 14a-11 of  Regulation  14A under the Exchange  Act) whose
               appointment  or election by the Board or nomination  for election
               by Alliant  Energy  Corporation's  shareowners  was approved by a
               vote of at least two-thirds of the Directors then still in office
               who  either  were   Directors  on  January  20,  1999,  or  whose
               appointment,  election or nomination  for election was previously
               so approved (collectively the "Continuing Directors");  provided,
               however, that individuals who are appointed to the Board pursuant
               to or in accordance with the terms of an agreement  relating to a
               merger, consolidation, or share exchange involving Alliant Energy
               Corporation (or any Subsidiary) shall not be Continuing Directors
               for purposes of the Plan until after such  individuals  are first
               nominated  for election by a vote of at least  two-thirds  of the
               then Continuing Directors and are thereafter elected as Directors
               by the shareowners of Alliant Energy  Corporation at a meeting of
               shareowners   held   following   consummation   of  such  merger,
               consolidation or share exchange;  and, provided further,  that in
               the event the failure of any such Persons  appointed to the Board
               to be Continuing  Directors  results in a Change in Control,  the
               subsequent  qualification of such Persons as Continuing Directors
               shall not alter the fact that a Change in Control occurred; or

               (iii)  Alliant   Energy   Corporation   after  January  20,  1999
               consummates a merger,  consolidation  or share  exchange with any
               other  corporation or issues voting securities in connection with
               a  merger,  consolidation  or share  exchange  involving  Alliant
               Energy Corporation (or any Subsidiary),  other than (A) a merger,
               consolidation  or share  exchange  which  results  in the  voting
               securities of Alliant Energy Corporation  outstanding immediately
               prior to such merger,  consolidation or share exchange continuing
               to  represent  (either  by  remaining  outstanding  or  by  being
               converted into voting  securities of the surviving  entity or any
               parent  thereof) at least 50% of the combined voting power of the
               voting securities of Alliant Energy Corporation or such surviving
               entity or any parent thereof  outstanding  immediately after such
               merger,  consolidation  or  share  exchange,  or  (B)  a  merger,
               consolidation   or  share   exchange   effected  to  implement  a
               recapitalization   of  Alliant  Energy  Corporation  (or  similar
               transaction)  in which no Person (other than an Excluded  Person)
               is or becomes the Beneficial  Owner,  directly or indirectly,  of
               securities of Alliant  Energy  Corporation  (not including in the
               securities  beneficially  owned  by such  Person  any  securities
               acquired   directly  from  Alliant  Energy   Corporation  or  its
               affiliates   after   January  20,   1999,   pursuant  to  express
               authorization  by  the  Board  that  refers  to  this  exception)
               representing 20% or more of either the then outstanding Shares or
               the combined  voting power of Alliant Energy  Corporation's  then
               outstanding voting securities; or
<PAGE>

               (iv) the shareowners of Alliant Energy Corporation approve a plan
               of  complete   liquidation   or  dissolution  of  Alliant  Energy
               Corporation  or  Alliant  Energy  Corporation  effects  a sale or
               disposition  of all or  substantially  all of its  assets (in one
               transaction or a series of related transactions within any period
               of 24  consecutive  months),  other than a sale or disposition by
               Alliant Energy Corporation of all or substantially all of Alliant
               Energy  Corporation's  assets  to an  entity  at least 75% of the
               combined voting power of the voting securities of which are owned
               by  Persons  in  substantially  the  same  proportions  as  their
               ownership of Alliant Energy Corporation immediately prior to such
               sale.

      Notwithstanding  the  foregoing,  no "Change in Control" shall be deemed
      to have occurred if there is  consummated  any  transaction or series of
      integrated  transactions  immediately following which the record holders
      of the  Shares  immediately  prior  to such  transaction  or  series  of
      transactions  continue  to own,  directly  or  indirectly,  in the  same
      proportions as their ownership in Alliant Energy Corporation,  an entity
      that owns all or  substantially  all of the assets or voting  securities
      of Alliant Energy Corporation  immediately following such transaction or
      series of transactions.

     (b) "Beneficial Owner" shall have the meaning ascribed to such term in Rule
     13d-3  of the  General  Rules  and  Regulations  under  the  Exchange  Act;
     provided,  however,  that a Person shall not be deemed the Beneficial Owner
     of, or to  beneficially  own,  any  security  as a result of an  agreement,
     arrangement  or  understanding  to vote  such  security  if the  agreement,
     arrangement or  understanding:  (i) arises solely from a revocable proxy or
     consent  given to such  Person in  response  to a public  proxy or  consent
     solicitation made pursuant to, and in accordance with, the applicable rules
     and regulations under the Exchange Act and (ii) is not also then reportable
     on Schedule  13D under the  Exchange  Act (or any  comparable  or successor
     report).

     (c) "Board" or "Board of Directors" means the Board of Directors of Alliant
     Energy Corporation.

     (d)  "Director"  means  any  individual  who is a  member  of the  Board of
     Directors of Alliant Energy Corporation.

     (e) "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
     from time to time, or any successor Act thereto.

     (f)  "Person"  shall  have the  meaning  ascribed  to such term in  Section
     3(a)(9) of the Exchange Act and used in Sections  13(d) and 14(d)  thereof,
     including a "group" as defined in Section 13(d).

     (g)  "Shares"   means  the  shares  of  common  stock  of  Alliant   Energy
     Corporation.
<PAGE>

     (h) "Subsidiary"  means any  corporation,  partnership,  venture,  or other
     entity in which Alliant Energy Corporation,  directly or indirectly, has at
     least an 80% ownership interest.

                                   SECTION 14

                                EFFECTIVE DATE
                                --------------


The effective date of this Trust Agreement shall be date first above written.


                                  * * * * *


      IN WITNESS  WHEREOF,  this  instrument  has been executed as of the date
first above written.


                                    ALLIANT SERVICES COMPANY


                                    By:
                                       ______________________________________


                                    As its:
                                           __________________________________


                                    MARSHALL & ILSLEY TRUST COMPANY

                                    By:
                                       ______________________________________

                                    As its:
                                           __________________________________


<PAGE>


                                  APPENDIX A


                                    PLANS
                                    -----


The following plans and agreements shall be funded through the Trust:


1.    Alliant Services Company Key Employee Deferred Compensation Plan