ALLIANT ENERGY CORPORATION GRANTOR TRUST

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

         THIS AGREEMENT, made this ______ day of __________________, 2000, by
and between ALLIANT ENERGY CORPORATION (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; 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.

         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


<PAGE>

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 so that the Trust assets are
at least 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 and, within ten business days following such Valuation
Date, make an irrevocable contribution to the Trust of such amount, if any.

         1.7 Within ten business days following a Potential Change in Control,
the Company shall make a contribution to the Trust in the amount that would have
been required to be contributed pursuant to Section 1.5 if the Potential Change
in Control had been a Change in Control. In the event that a Change in Control
shall not have occurred within the time specified in the following sentence, the
contribution to the Trust as a result of the preceding sentence, plus investment
gains thereon or minus investment losses thereon, shall be released and
delivered to the Company. The specified time for the preceding sentence is
twelve (12) months after the occurrence of a Potential Change in Control unless
proceedings are then pending to obtain necessary regulatory approvals to permit
a Change in Control, in which case the specified time is three (3) months after
such proceedings have concluded.

         1.8 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.

         1.9 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


                                      -2-
<PAGE>

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.

         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-
<PAGE>

         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.

                  (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 Sections 1.7 and 3 hereof, 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


                                      -4-
<PAGE>

         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:

                           (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;


                                      -5-
<PAGE>


                                    (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;

                                    (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


                                      -6-
<PAGE>

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.

         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 the Company ("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.


                                      -7-
<PAGE>

                                   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.

                                   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


                                      -8-
<PAGE>

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.

         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


                                      -9-
<PAGE>

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.

                                   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.


                                      -10-
<PAGE>

         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.

                  (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:


                                      -11-
<PAGE>

                           (i) any Person (other than (A) the Company or any
                  Subsidiary, (B) a trustee or other fiduciary holding
                  securities under any employee benefit plan of the Company 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 the Company in substantially the same proportions as their
                  ownership of stock in the Company ("Excluded Persons")) is or
                  becomes the Beneficial Owner, directly or indirectly, of
                  securities of the Company (not including in the securities
                  beneficially owned by such Person any securities acquired
                  directly from the Company 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
                  the Company's then outstanding voting securities; or

                           (ii) the following individuals cease for any reason
                  to constitute a majority of the number of Directors of the
                  Company 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 the Company, 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 the Company'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 the Company (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
                  the Company 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) the Company 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 the Company
                  (or any Subsidiary), other than (A) a merger, consolidation or
                  share exchange which results in the voting securities of the
                  Company outstanding immediately prior to such merger,
                  consolidation or share exchange continuing to represent
                  (either by remaining outstanding or by being


                                      -12-
<PAGE>

                  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 the Company 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 the Company (or similar transaction) in
                  which no Person (other than an Excluded Person) is or becomes
                  the Beneficial Owner, directly or indirectly, of securities of
                  the Company (not including in the securities beneficially
                  owned by such Person any securities acquired directly from the
                  Company 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 the
                  Company's then outstanding voting securities; or

                           (iv) the shareowners of the Company approve a plan of
                  complete liquidation or dissolution of the Company or the
                  Company 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 the Company of all or
                  substantially all of the Company'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 the Company 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 the Company, an entity that owns all
         or substantially all of the assets or voting securities of the Company
         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 the Company.

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


                                      -13-
<PAGE>

                  (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) "Potential Change in Control" means any action by the
         shareholders of the Company, the Public Service Commission of
         Wisconsin, the Iowa Utilities Board, the Federal Energy Regulatory
         Commission, or the Securities and Exchange Commission approving a
         transaction which, when accomplished, would result in a Change in
         Control.

                  (h) "Shares" means the shares of common stock of the Company.

                  (i) "Subsidiary" means any corporation, partnership, venture,
         or other entity in which the Company, directly or indirectly, has at
         least an 80% ownership interest.




                                      -14-
<PAGE>

                                   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 ENERGY CORPORATION



                                       By:_______________________________


                                       As its:_____________________________

                                       MARSHALL & ILSLEY TRUST COMPANY



                                       By:_______________________________


                                       As its:_____________________________


                                       By:_______________________________


                                       As its:_____________________________





                                      -15-
<PAGE>

                                   APPENDIX A

                                      PLANS
                                      -----

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

1.   Alliant Energy Corporation Deferred Compensation Plan for Directors




                                      -16-