IES UTILITIES INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>


EXHIBIT 10.4


                   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  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
<PAGE>

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.

     3.4 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 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.

                                   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)  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
<PAGE>
                    (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
                    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
<PAGE>

                    (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.

               (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 the Company.

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


<PAGE>

                                   APPENDIX A


                                     PLANS
                                     -----


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


1.    Alliant Energy Corporation Deferred Compensation Plan for Directors


</TEXT>
</DOCUMENT>
