ALLIANT ENERGY CORPORATION

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

               (As Amended and Restated Effective January 1, 2000)



                                                                   November 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      Effective Date...............................................2
        2.10     Eligible Director............................................2
        2.11     Participant..................................................2
        2.12     Plan.........................................................2
        2.13     Plan Year....................................................2
        2.14     Plan Administrator...........................................2
        2.15     Retirement...................................................2
        2.16     Share Value..................................................2
        2.17     Termination of Directorship..................................2
        2.18     Unforeseeable Emergency......................................3

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

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

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


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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...........................................9

Article 9 GENERAL PROVISIONS.................................................10
        9.1      Status of Participants......................................10
        9.2      No Guaranty of Directorship.................................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..................................10
        9.8      Indemnification.............................................11


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                                   ARTICLE 1

                                   BACKGROUND
                                   ----------

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

                                   ARTICLE 2

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                                   ARTICLE 3

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

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

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

                                   ARTICLE 4

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

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

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


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          (b) The election shall be irrevocable with respect to all Compensation
     payable for services performed by the Participant during the Plan Year
     following the date on which the election is received by the Plan
     Administrator, except that a Participant may terminate an election to defer
     Compensation if the Plan Administrator determines that the termination is
     necessary as a result of an Unforeseeable Emergency.

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

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

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

          (c) Participant Elections. When a Participant elects to defer Cash
     Compensation pursuant to Section 4.1, the Participant may elect to have the
     deferred Compensation credited to a Company Stock Account or to an Interest
     Account, in such proportions as the Participant shall elect. Each such
     election shall be due by the due date for the election under Section 4.1,
     and it shall apply to all deferred Cash Compensation for the Plan Year to
     which the election under Section 4.1 applies. If a Participant fails to
     make an election for any Plan Year, the election that was in effect for the
     previous Plan Year shall remain in effect for the current Plan Year. If no
     election was in effect for the previous Plan Year, the Participant's
     deferred Cash Compensation will be allocated to the Interest Account. A
     Participant's elections pursuant to this paragraph shall be irrevocable
     until Retirement. Except as provided herein, 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. The sole exception is that upon Retirement, a Participant
     receiving installment payments with respect to an Account may elect, by
     advance notice to the Plan Administrator, to transfer the Account's
     interest in the Company Stock Account to the Interest Account upon
     Retirement or as of any subsequent December 31.

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

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


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<PAGE>

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

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

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

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

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

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

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

provided, that in no event shall the rate of interest credited for any Plan Year
be greater than 12% or less than 6%. In the event that a payment is made from
the Interest Account at any time during a Plan Year, a partial year interest
accrual shall be made to the Interest Account as of the date of such payment. If
such payment is made during January or February of a Plan Year, the interest
rate for the partial year interest accrual shall be the rate credited for the
preceding Plan Year, adjusted for the number of days during the year prior to
the date of payment. If such payment is made from March through December, the
interest rate for the


                                      -5-
<PAGE>

partial year interest accrual shall be calculated in the same fashion as the
rate for the current Plan Year, with the exceptions that only the A-Utility Bond
Rate yields for the completed months during the Plan Year shall be considered
and the rate shall be adjusted for the number of days during the year prior to
the date of payment. The balance credited to a Participant's Interest Account as
of any date shall be the accumulated deferred Cash Compensation and interest
that are credited to such Account as of such date.

                                   ARTICLE 5

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

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

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

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

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

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

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

     5.4 Amount of Payments. The amount of a lump sum payment shall be equal to
the balance credited to the Participant's Account as of the date of the payment,
adjusted for any partial year interest accrual credited pursuant to Section
4.2(e) for the portion of such payment from the Participant's Interest Account.
The amount of an installment payment shall be equal


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<PAGE>

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

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

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

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

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

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

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

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

     5.7 Emergency Payments. In the event of an Unforeseeable Emergency, the
Plan Administrator may direct the payment of any part or all of a Participant's
Deferred Compensation to the Participant prior to the time provided in Section
5.2, to the extent necessary to prevent severe financial hardship. Such action
shall be taken only if the Participant submits a written application describing
the circumstances which are deemed to justify the payment and the amount
necessary to prevent severe financial hardship, together with such supporting
evidence as the Plan Administrator may reasonably require. Payments


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<PAGE>

shall not be made under this section to the extent the Participant's hardship is
or may be relieved:

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

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

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

     5.8 Tax Payments. If there is a final determination that a Participant or
Beneficiary should be subject to income tax on part or all of the Participant's
Deferred Compensation before it is actually paid, the Company shall pay to the
Participant or Beneficiary the portion of the Participant's Deferred
Compensation that has been determined to be currently taxable. For the purposes
of this section, a "final determination" means a determination by the Internal
Revenue Service or a court of competent jurisdiction from which no further
appeal may be taken, either because there is no further appeal available or
because the time to take such appeal has expired.

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

          (a) directly to such person;

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

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

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

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


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

                                   ARTICLE 8

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

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


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                                   ARTICLE 9

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

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

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

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

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

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

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

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


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<PAGE>

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

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

                                      ALLIANT ENERGY CORPORATION



                                      By
                                        --------------------------------------

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

ATTEST:

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




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