Execution Copy




                         ALLIANT ENERGY RESOURCES, INC.,
                                    Company,


                           ALLIANT ENERGY CORPORATION,
                                  as Guarantor

                                       and

                               FIRSTAR BANK, N.A.,
                                   as Trustee




                                    INDENTURE


                          DATED AS OF NOVEMBER 4, 1999



                       Providing for the Issuance of Debt
                              Securities in Series
                               of Guaranteed Debt


<PAGE>

                               ANNOTATED TIE-SHEET

          Reconciliation  and tie between Indenture dated as of November 4, 1999
and the  Trust  Indenture  Act of 1939.  This  reconciliation  section  does not
constitute part of the Indenture.

                                                           INDENTURE
TRUST INDENTURE ACT OF 1939 SECTION                        SECTION
---------------------------------------------------------- ---------------------

310(a)(1) Eligibility/Qualification of Trustee             7.10
   (a)(2)                                                  7.10
   (a)(3) (We don't have Co-trustees)                      Inapplicable
   (b)                                                     7.08, 7.10
   (c)                                                     7.10
311(a) Preferential Collection of Claims Against Obligor   7.11
   (b)                                                     7.11
   (c)                                                     Inapplicable
312(a)                                                     2.07, 4.06
   (b)                                                     10.04
   (c)                                                     10.04
313(a) Reports by Indenture Trustee                        7.06,
   (b)(1)                                                  7.06(a)
   (b)(2)                                                  7.06(a)
   (c)                                                     10.03
   (d)                                                     7.06(b)
314(a) Reports by Obligor; Evidence of Compliance with
       Indenture Provisions                                Inapplicable
   (b)                                                     Inapplicable; No
                                                            Pledge of Property
   (c)(1)                                                  10.05
   (c)(2)                                                  10.05
   (c)(3) (Accountants/Conditions Precedent)               Inapplicable
   (d) Fair Value Certificate                              Inapplicable
   (e)                                                     10.06
   (f)                                                     Inapplicable
315(a) Duties and Responsibility of the Trustee            7.01(b)
   (b)                                                     7.05, 10.03
   (c)                                                     7.01(a)
   (d)                                                     6.05, 7.01(c)
   (e)                                                     6.07, 6.11
316(a)(last sentence) Directions and Waivers by
       Holders/Right to Payment                            2.11
   (a)(1)(A)                                               6.05
   (a)(1)(B)                                               6.04
   (a)(2) Consent to Postponement of Interest Payments     Inapplicable


                                       i
<PAGE>

                                                           INDENTURE
TRUST INDENTURE ACT OF 1939 SECTION                        SECTION
---------------------------------------------------------- ---------------------

   (b)                                                     6.07
   (c)                                                     10.02(e)
317(a)(1) Special Powers of Trustee                        6.01,6.02,6.03,6.08
   (a)(2)                                                  6.09
   (b)                                                     2.06
318(a)                                                     11.01
   (c)                                                     11.01



                                       ii

<PAGE>

                               TABLE OF CONTENTS*

                                                                            Page
                                                                            ----

              ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01  Definitions......................................................1
Section 1.02  Other Definitions................................................5
Section 1.03  Incorporation by Reference of Trust Indenture Act................5
Section 1.04  Rules of Construction............................................6

                         ARTICLE 2. THE SECURITIES

Section 2.01  Issuable in Series...............................................6
Section 2.02  Establishment of Terms and Form of Series of Securities and
                Guarantees..................7
Section 2.03  Execution, Authentication, and Delivery.........................10
Section 2.04  Registrar and Paying Agent......................................12
Section 2.05  Payment on Securities...........................................12
Section 2.06  Paying Agent to Hold Money in Trust.............................13
Section 2.07  Securityholder Lists; Ownership of Securities...................14
Section 2.08  Transfer and Exchange...........................................14
Section 2.09  Replacement Securities..........................................16
Section 2.10  Outstanding Securities..........................................17
Section 2.11  Treasury Securities.............................................17
Section 2.12  Temporary Securities............................................18
Section 2.13  Cancellation....................................................18
Section 2.14  Defaulted Interest..............................................19
Section 2.15  Global Securities...............................................19
Section 2.16  Unconditional Guarantee.........................................20
Section 2.17  Execution of Guarantees.........................................21
Section 2.18  Assumption by Guarantor.........................................22

                           ARTICLE 3. REDEMPTION

Section 3.01  Notice to the Trustee...........................................22
Section 3.02  Selection of Securities to be Redeemed..........................23
Section 3.03  Notice of Redemption............................................23
Section 3.04  Effect of Notice of Redemption..................................24
Section 3.05  Deposit of Redemption Price.....................................24
Section 3.06  Securities Redeemed in Part.....................................24

_______________
*    This Table of Contents does not constitute part of this Indenture.


                                      iii
<PAGE>
                                                                            Page
                                                                            ----

                           ARTICLE 4. COVENANTS

Section 4.01  Payment of Securities...........................................25
Section 4.02  Maintenance of Office or Agency.................................25
Section 4.03  Limitations on Liens............................................26
Section 4.04  Limitation on Sale and Lease-Back Transactions..................29
Section 4.05  Money for Securities Payments to be Held in Trust...............29
Section 4.06  Company and the Guarantor to Furnish Trustee Names and
                Addresses of Holders..........................................31
Section 4.07  Company Statement as to Compliance; Notice of Certain Defaults..31
Section 4.08  Guarantor Statement as to Compliance; Notice of Certain
                Defaults......................................................32
Section 4.09  Maintenance of Properties.......................................33
Section 4.10  Insurance.......................................................33
Section 4.11  Existence.......................................................33
Section 4.12  Payment of Taxes and Other Claims...............................33
Section 4.13  Waiver of Certain Covenants.....................................34

                ARTICLE 5. CONSOLIDATION, MERGER AND SALES

Section 5.01  Company May Consolidate, etc., Only on Certain Terms............34
Section 5.02  Successor Person Substituted for Company........................35
Section 5.03  Guarantor May Consolidate, etc., Only on Certain Terms..........35
Section 5.04  Successor Person Substituted for Guarantor......................36
Section 5.05  Assumption by Guarantor.........................................36

                     ARTICLE 6. DEFAULTS AND REMEDIES

Section 6.01  Events of Default...............................................37
Section 6.02  Acceleration....................................................39
Section 6.03  Other Remedies Available to Trustee.............................39
Section 6.04  Waiver of Existing Defaults.....................................39
Section 6.05  Control by Majority.............................................39
Section 6.06  Limitation on Suits by Securityholders..........................40
Section 6.07  Rights of Holders to Receive Payment............................40
Section 6.08  Collection Suits by Trustee.....................................40
Section 6.09  Trustee May File Proofs of Claim................................41
Section 6.10  Priorities......................................................41
Section 6.11  Undertaking for Costs...........................................41

                            ARTICLE 7. TRUSTEE

Section 7.01  Duties of Trustee...............................................42
Section 7.02  Rights of Trustee...............................................43
Section 7.03  Individual Rights of Trustee....................................43


                                       iv
<PAGE>

                                                                            Page
                                                                            ----

Section 7.04  Trustee's Disclaimer............................................43
Section 7.05  Notice of Defaults..............................................44
Section 7.06  Reports by Trustee to Holders...................................44
Section 7.07  Compensation and Indemnity......................................44
Section 7.08  Replacement of Trustee..........................................45
Section 7.09  Successor Trustee, Agents by Merger, etc........................47
Section 7.10  Eligibility; Disqualification...................................47
Section 7.11  Preferential Collection of Claims Against the Company...........47

               ARTICLE 8. DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01  Company's and Guarantor's Option to Effect Defeasance or
                Covenant Defeasance...........................................48
Section 8.01  Defeasance and Discharge........................................48
Section 8.03  Covenant Defeasance.............................................49
Section 8.04  Conditions to Defeasance or Covenant Defeasance.................49
Section 8.05  Deposited Money and U.S. Government Obligations to be Held in
                Trust; Other Miscellaneous Provisions.........................51
Section 8.06  Reinstatement...................................................52

        ARTICLE 9. AMENDMENTS AND WAIVERS; SUPPLEMENTAL INDENTURES

Section 9.01  Without Consent of Holders......................................52
Section 9.02  With Consent of Holders.........................................53
Section 9.03  Execution of Supplemental Indentures............................54
Section 9.04  Effect of Supplemental Indentures...............................55
Section 9.05  Reference in Securities to Supplemental Indentures..............55
Section 9.06  Compliance with Trust Indenture Act.............................55
Section 9.07  Revocation and Effect of Consents...............................55
Section 9.08  Notation on or Exchange of Securities...........................56
Section 9.09  Trustee Protected...............................................56

                         ARTICLE 10. MISCELLANEOUS

Section 10.01  Trust Indenture Act Controls...................................56
Section 10.02  Acts of Holders................................................56
Section 10.03  Notices........................................................58
Section 10.04  Communication by Holders with Other Holders....................59
Section 10.05  Certificate and Opinion as to Conditions Precedent.............59
Section 10.06  Statements Required in Certificate or Opinion..................59
Section 10.07  Rules by Trustee and Agents....................................60
Section 10.08  Legal Holidays.................................................60
Section 10.09  Governing Law..................................................60
Section 10.10  No Adverse Interpretation of Other Agreements..................60
Section 10.11  No Recourse Against Others.....................................60


                                       v
<PAGE>

                                                                            Page
                                                                            ----

Section 10.12  Execution in Counterparts......................................60
Section 10.13  Currencies.....................................................61

              ARTICLE 11. REPAYMENT AT THE OPTION OF HOLDERS

Section 11.01  Applicability of Article.......................................61



                                       vi
<PAGE>

          INDENTURE dated as of November 4, 1999 among ALLIANT ENERGY RESOURCES,
INC., a Wisconsin  corporation (the "Company"),  ALLIANT ENERGY  CORPORATION,  a
Wisconsin corporation as guarantor (the "Guarantor"), and FIRSTAR BANK, N.A., as
Trustee (the "Trustee").


                    RECITALS OF THE COMPANY AND THE GUARANTOR

          The Company has duly  authorized  the  execution  and delivery of this
Indenture to provide for the  issuance  from time to time of its  unsecured  and
unsubordinated   debentures,   notes  or   other   evidences   of   indebtedness
("Securities") (as defined herein) as herein provided.

          The Guarantor has duly  authorized  the execution and delivery of this
Indenture and deems it appropriate from time to time to issue its Guarantees (as
defined herein) of the Securities on the terms herein provided.

          All things  necessary to make this Indenture a valid  agreement of the
Company and the Guarantor, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in  consideration  of the  premises  and the  purchase  of the
Securities by the Holders (as defined herein) thereof, it is mutually covenanted
and agreed as follows  for the equal and  ratable  benefit of the Holders of the
Securities:


                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.01 DEFINITIONS.

          "Affiliate"  means any person  directly or indirectly  controlling  or
controlled by, or under direct or indirect common control with, the Company,  or
the Guarantor, as the case may be.

          "Agent" means any Paying Agent,  Registrar or transfer agent as may be
appointed by the Company from time to time.

          "Attributable  Debt" means,  with respect to any  particular  Sale and
Lease-Back  Transaction,  at  the  time  of  determination,  the  present  value
(discounted at the rate of interest  implicit in the  transaction  determined in
accordance with generally accepted  accounting  principles) of the obligation of
the lessee for net rental payments during the

<PAGE>

remaining  term of the lease  included  in the Sale and  Lease-Back  Transaction
(including  any period for which such  lease has been  extended  or may,  at the
option of the lessor, be extended).

          "Authorized  Newspaper" means a newspaper of general  circulation,  in
the official  language of the country of publication or in the English language,
customarily   published  on  each  business  day.  Whenever   successive  weekly
publications in an Authorized Newspaper are required hereunder, they may be made
(unless  otherwise  expressly  provided herein) on the same or different days of
the week and in the same or different Authorized Newspapers.

          "Board of Directors" mean the Board of Directors of the Company or the
Guarantor, as the case may be, or any duly authorized committee thereof.

          "Board  Resolution"  means  a copy of a  resolution  of the  Board  of
Directors,  certified by the Secretary or an Assistant  Secretary of the Company
or the  Guarantor,  as the case may be,  to have  been  adopted  by the Board of
Directors and to be in full force and effect on the date of the certificate.

          "Company"  means the  party  named as such in this  Indenture  until a
successor replaces it and thereafter means the successor.

          "Company Order" means an order signed by two Officers of the Company.

          "Consolidated  Net  Tangible  Assets"  is  the  total  of  all  assets
(including  revaluations  thereof as a result of  commercial  appraisals,  price
level  restatement  or  otherwise)  appearing  on the most  recent  consolidated
balance sheet of the Guarantor as of the date of  determination  (which  balance
sheet  shall  be the most  recent  balance  sheet  filed  with the SEC,  or if a
revaluation  has occurred,  the balance sheet  prepared in connection  with such
revaluation  if it is more recent than the most recent  balance sheet filed with
the SEC), net of applicable  reserves and  deductions,  but excluding  goodwill,
trade names, trademarks,  patents,  unamortized debt discount and all other like
intangible   assets   (which  term  shall  not  be  construed  to  include  such
revaluations), less the aggregate of the consolidated current liabilities of the
Guarantor appearing on such balance sheet.

          "Debt"  means all of the  Company's  obligations  evidenced  by bonds,
debentures,  notes or similar  evidences of  indebtedness in each case for money
borrowed.

          "Depositary"  means,  with respect to  Securities  of any Series,  for
which the  Company  shall  determine  that such  Securities  will be issued as a
Global  Security,  The  Depository  Trust Company,  New York, New York,  another
clearing  agency,  or any successor  registered  as a clearing  agency under the
Exchange Act, or other applicable


                                       2
<PAGE>

statute or regulation,  which, in each case,  shall be designated by the Company
pursuant to either Section 2.02 or 2.15.

          "Default" means any event which is, or after notice or passage of time
would be, an Event of Default.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Global Security" means,  with respect to any Series of Securities,  a
Security  executed by the Company and delivered by the Trustee to the Depositary
or  pursuant  to the  Depositary's  instruction,  all  in  accordance  with  the
Indenture,  which  shall  be  registered  in the name of the  Depositary  or its
nominee.

          "Guarantee"  means the  agreement of the  Guarantor  in the form,  set
forth in Section 2.16 hereof, to be endorsed on the Securities authenticated and
delivered hereunder.

          "Guarantor"  means the party named as such in this  Indenture  until a
successor replaces it and thereafter means the successor.

          "Guarantor  Order"  means  an  order  signed  by two  Officers  of the
Guarantor.

          "Holder"  or  "Securityholder"  means  a  bearer  of  an  Unregistered
Security  or of a  coupon  appertaining  thereto  or a person  in  whose  name a
Registered Security is registered on the Registrar's books.

          "Indenture"  means this Indenture as amended or supplemented from time
to time and shall include the forms and terms of particular Series of Securities
established as contemplated hereunder.

          "Interest"  when used  with  respect  to an  Original  Issue  Discount
Security which by its terms bears interest only after  maturity,  means interest
payable after maturity.

          "Lien" means any mortgage,  lien,  pledge,  security interest or other
encumbrance.  The term "Lien" does not  include  any  easements,  rights-of-way,
restrictions  and other  similar  encumbrances  and  encumbrances  consisting of
zoning restrictions,  leases, subleases, licenses, sublicenses,  restrictions on
the use of property or defects in the title thereto.

          "Officer" means the President,  the Chief Executive Officer,  any Vice
President,  the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary


                                       3
<PAGE>

or the  Controller or any Assistant  Controller of the Company or the Guarantor,
as the case may be.

          "Officers'  Certificate" means a certificate signed by two Officers of
the Company or the Guarantor, as the case may be.

          "Opinion of Counsel"  means a written  opinion of legal counsel who is
acceptable to the Company,  the Guarantor and the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

          "Original  Issue Discount  Security" means any Security which provides
for an amount  less  than the  stated  principal  amount  thereof  to be due and
payable upon  declaration of  acceleration of the maturity  thereof  pursuant to
Section 6.02.

          "Physical  Security" means any Security in permanent and  certificated
form.

          "Principal"  of a Security  means the principal of the Security  plus,
when appropriate, the premium, if any, on the Security.

          "Registered   Security"  means  any  Security  issued   hereunder  and
registered as to principal and interest by the Registrar.

          "Responsible Officer" when used with respect to the Trustee, means the
chairman  or any  vice-chairman  of the  board of  directors  or  trustees,  the
chairman  or any  vice-chairman  of the  executive  committee  of the  board  of
directors or trustees, the president, any executive  vice-president,  any senior
vice-president, any vice-president, any assistant vice-president, the treasurer,
the secretary, any trust officer, any second or assistant vice-president, or any
other  officer  or  assistant  officer  of the  Trustee  customarily  performing
functions  similar to those  performed  by the  persons who at the time shall be
such officers,  respectively,  or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject.

          "Sale  and  Lease-Back  Transaction"  means any  arrangement  with any
entity  providing  for the lease by the  Company of any of the  assets  that the
Company  has sold or  transferred  or that the  Company  has  agreed  to sell or
transfer to that entity.

          "SEC" means the Securities and Exchange Commission.

          "Series" or "Series of Securities" means a series of Securities.

          "Securities"  means the debentures,  notes or other obligations of the
Company issued, authenticated and delivered under this Indenture.


                                       4
<PAGE>

          "Subsidiary"  means any  corporation  more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company and/or by
one or more other Subsidiaries.  For purposes of such definition, "voting stock"
means stock  ordinarily  having  voting  power for the  election  of  directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

          "TIA"  means  the  Trust  Indenture  Act of 1939 (15  U.S.C.  Sections
777aaa-777bbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

          "Trustee"  means the  party  named as such in this  Indenture  until a
successor replaces it and, thereafter,  means the successor and if, at any time,
there is more than one Trustee, "Trustee" as used with respect to the Securities
of any Series shall mean the Trustee with respect to that Series.

          "U.S.  Person"  means a citizen,  national  or  resident of the United
States,  a  corporation,  partnership or other entity created or organized in or
under the laws of the United States or any political  subdivision thereof, or an
estate or trust  which is  subject  to United  States  federal  income  taxation
regardless of its source of income.

          "Unregistered  Security" means any Security issued  hereunder which is
not a Registered Security.

          "Yield to  Maturity"  means the yield to maturity,  calculated  by the
Company at the time of issuance of a Series of Securities or, if applicable,  at
the most recent  determination  of interest  on such Series in  accordance  with
accepted financial practice.

          Section 1.02 OTHER DEFINITIONS.

          INDENTURE TERM                                   SECTION

          "Act of Holders"....................................10.02
          "Defeased Securities"................................8.01
          "Event of Default"...................................6.01
          "Legal Holiday".....................................10.08
          "Paying Agent".......................................2.04
          "Registrar"..........................................2.04
          "U.S. Government Obligations"........................8.04

          Section  1.03  INCORPORATION  BY  REFERENCE  OF TRUST  INDENTURE  ACT.
Whenever  this  Indenture  refers to a provision  of the TIA,  the  provision is
incorporated  by reference in and made a part of this  Indenture.  The following
TIA terms used in this Indenture have the following meanings:


                                       5
<PAGE>


          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder or a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor"  on the  indenture  securities  means  the  Company  and the
Guarantor, if and as long as the Guarantor is liable with respect to any payment
of principal  of,  premium,  if any, and interest on any Security as a result of
the  Company's  default in the timely  payment of any amount due with respect to
any Security.

          All other  terms used in this  Indenture  that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them therein.

          Section  1.04  RULES OF  CONSTRUCTION.  Unless the  context  otherwise
requires:

                    (1) a term has the meaning assigned to it;

                    (2) an accounting term not otherwise defined has the meaning
          assigned  to it  in  accordance  with  generally  accepted  accounting
          principles;

                    (3) words in the singular  include the plural,  and words in
          the plural include the singular; and

                    (4) the words  "herein,"  "hereof" and "hereunder" and other
          words of similar  import refer to this Indenture as a whole and not to
          any particular Article, Section or other subdivision.


                                   ARTICLE 2.

                                 THE SECURITIES

          Section 2.01  ISSUABLE IN SERIES.  The aggregate  principal  amount of
Securities  which may be  authenticated  and delivered  under this  Indenture is
unlimited.  The  Securities  may be issued in one or more  Series.  There may be
Registered  Securities  and  Unregistered  Securities  within a  Series  and the
Unregistered  Securities may be subject to such  restrictions,  and contain such
legends, as may be required by United


                                       6
<PAGE>

States  laws and  regulations.  All Series of  Securities  shall be equally  and
ratably entitled to the benefits of this Indenture.

          Section 2.02  ESTABLISHMENT  OF TERMS AND FORM OF SERIES OF SECURITIES
AND GUARANTEES.

          (a) At or prior to the  issuance  of any  Series  of  Securities,  the
following  shall be  established by a Company Board  Resolution,  by one or more
Officers  of  the  Company  pursuant  to a  Company  Board  Resolution,  or by a
supplemental indenture hereto:

                    (1) the title of the  Securities  of the Series (which title
          shall  distinguish the Securities of the Series from the Securities of
          any other Series and from any other securities issued by the Company);

                    (2) any limit  upon the  aggregate  principal  amount of the
          Securities  of the Series  which may be  authenticated  and  delivered
          under this  Indenture  (which  limit shall not  pertain to  Securities
          authenticated  and delivered  upon  registration  of,  transfer of, in
          exchange for or in lieu of, other Securities of the Series pursuant to
          Section 2.08, 2.09, 2.12, 3.06 or 9.08);

                    (3)  the  date  or  dates  on  which  the  principal  of the
          Securities of the Series is payable;

                    (4) the rate or rates  (which may be fixed or  variable)  at
          which the Securities of the Series shall bear interest, if any, or the
          manner  of  determining  such rate or rates of  interest,  the date or
          dates from which such interest  shall accrue,  the dates on which such
          interest shall be payable, and, with respect to Registered Securities,
          the record date for the interest payable on any interest payment date,
          and the basis upon which  interest  shall be  calculated if other than
          that of a 360-day year of twelve 30-day months;

                    (5) the place or places where the  principal of and interest
          on Registered and Unregistered, if any, Securities of the Series shall
          be payable;

                    (6) the period or periods within which,  the price or prices
          at which,  and the terms and conditions upon which,  Securities of the
          Series  may be  redeemed,  in whole or in part,  at the  option of the
          Company;

                    (7) the  obligation,  if any,  of the  Company  to redeem or
          purchase  Securities  of the Series  pursuant to any  sinking  fund or
          analogous  provisions or upon the happening of a specified event or at
          the option of a Holder thereof and the period or periods within which,
          the price or prices at which, and the terms and


                                       7
<PAGE>

          conditions  upon which,  Securities of the Series shall be redeemed or
          purchased, in whole or in part, pursuant to such obligation;

                    (8)  if in  other  than  denominations  of  $1,000  and  any
          integral  multiple  thereof,  the denominations in which Securities of
          the Series shall be issuable;

                    (9) if other than the principal amount thereof,  the portion
          of the  principal  amount of  Securities  of the Series which shall be
          payable upon  declaration  of  acceleration  of the  maturity  thereof
          pursuant to Section 6.02;

                    (10) whether  Securities  of the Series shall be issuable as
          Registered  Securities  or  Unregistered  Securities  (with or without
          interest  coupons),  or both, and any  restrictions  applicable to the
          offering, sale or delivery of Unregistered Securities and whether, and
          the terms  upon  which,  Unregistered  Securities  of a Series  may be
          exchanged for Registered Securities of the same Series and vice versa,
          and whether any liquidated damages are to be paid if the Company fails
          to file the appropriate registration statements, or fails to have such
          registration  statements  declared  effective  within a specified time
          period;

                    (11) the form or forms of the  Securities  (or forms thereof
          if Unregistered  and Registered  Securities  shall be issuable in such
          Series),  including  such legends as may be required by United  States
          laws or  regulations,  the form of any  coupons  or  temporary  Global
          Security  which  may be  issued  and the  forms  of any  certificates,
          opinions or other documents  which may be required  hereunder or under
          United States laws or  regulations  in  connection  with the offering,
          sale, delivery or exchange of Unregistered Securities;

                    (12) whether the  Securities of the Series are issuable as a
          Global  Security and, in such case, the identity of the Depositary for
          such Series;

                    (13) if other  than  such  coin or  currency  of the  United
          States  of  America  as at the time of  payment  is legal  tender  for
          payment of public or private  debts,  the coin or currency,  including
          composite currency,  in which payment of the principal of and premium,
          if any, or interest on the Securities of the Series shall be payable;

                    (14) if the  principal of or interest on the  Securities  of
          the Series are to be  payable,  at the  election  of the  Company or a
          Holder  thereof,  in a coin or  currency  other than that in which the
          Securities are stated to be payable,  the coin or currency,  including
          composite currency,  in which payment of the principal of and premium,
          if any,  or  interest  on  Securities  of such Series as to which such


                                       8
<PAGE>


          election is made shall be payable, the period or periods within which,
          and the terms and conditions upon which, such election may be made;

                    (15) if the amount of payments of  principal  of or interest
          on the Securities of the Series may be determined with reference to an
          index  based  on  coin or  currency  other  than  that  in  which  the
          Securities are stated to be payable,  the manner in which such amounts
          shall be determined; and

                    (16) any other terms of the Series (which terms shall not be
          inconsistent  with the  provisions of this  Indenture),  including any
          terms which may be required by or advisable  under United  States laws
          or  regulations  or  advisable  in  connection  with the  marketing of
          Securities of that Series.

          (b) All Securities of any one Series shall be substantially  identical
except  as to  denomination  and the  rate or  rates of  interest,  if any,  and
maturity and currency and, except as may otherwise be provided in or pursuant to
a Company  Board  Resolution  or a  certificate  delivered  pursuant  to Section
2.02(c) or in an indenture supplemental hereto. All Securities of any one Series
need not be issued at the same time, and, unless  otherwise  provided,  a Series
may be reopened for issuances of additional Securities of such Series.

          (c) If the terms and form or forms of any  Series  of  Securities  are
established  by or pursuant to a Company  Board  Resolution,  the Company  shall
deliver  a copy of such  Board  Resolution  to the  Trustee  at or  prior to the
issuance of such Series with (1) the form or forms of the Securities  which have
been  approved  attached  thereto;  or (2) if such Board  Resolution  authorizes
specified Officers to establish the terms and form or forms of the Securities, a
certificate of such Officers or a supplemental indenture signed by such Officers
establishing or providing for the  establishment  of the terms and form or forms
of the  Securities,  with such form or forms of the  Securities  attached to the
certificate or supplemental indenture establishing such form or forms.

          (d) Unregistered  Securities and their coupons must have substantially
the following  statement on their face: "Any United States person who holds this
obligation  will be subject to  limitations  under the United  States income tax
laws,  including  the  limitations  provided in Sections  165(j) and 1287 of the
Internal  Revenue  Code of  1986,  as  amended,"  or  such  other  statement  or
statements as determined by the Company.

          (e) At or prior to the  issuance of any of the  Guarantees,  the exact
form and terms of such Guarantees,  which shall comply with the terms of Section
2.16 hereof, shall be established by an Officers' Certificate of the Guarantor.


                                       9
<PAGE>

          Section 2.03  EXECUTION, AUTHENTICATION, AND DELIVERY.

          (a) The Securities  shall be executed on behalf of the Company by, and
the Guarantees endorsed thereon shall be executed on behalf of the Guarantor by,
its  President,  Chief  Executive  Officer  or any  Vice  President,  and by its
Treasurer or an Assistant Treasurer or its Secretary or an Assistant  Secretary.
Signatures  shall be manual or facsimile.  The Company's  seal, if any, shall be
reproduced on the Securities and may, but need not, be attested. The Guarantor's
seal, if any,  shall be reproduced on the  Guarantees  and may, but need not, be
attested.  The  coupons of  Unregistered  Securities  shall  bear the  facsimile
signature of the Treasurer or an Assistant Treasurer of the Company.

          (b) If an Officer  whose  signature  is on a Security,  a Guarantee or
coupon no longer holds that office at the time the Security or the  Guarantee is
authenticated, the Security, Guarantee or coupon shall be valid nevertheless.

          (c)  A  Security  or  Guarantee  thereon  shall  not  be  valid  until
authenticated by the manual signature of the Trustee or an authenticating agent,
and no coupon shall be valid until the Security to which it appertains  has been
so authenticated.  Such signature shall be conclusive evidence that the Security
has been authenticated under this Indenture. Each Unregistered Security shall be
dated the date of its authentication.

          (d) The  Trustee (or an  authenticating  agent  appointed  pursuant to
Section  2.03(f))  shall at any time,  and from time to time,  authenticate  and
deliver  Securities  of any Series  executed  and  delivered by the Company with
Guarantees  endorsed  thereon  for  original  issue  in an  unlimited  aggregate
principal amount,  upon receipt by the Trustee (or an  authentication  agent) of
(i) a Company  Order or  directions  pursuant  to such a  Company  Order for the
authentication  and delivery of such  Securities;  (ii) if the terms and form or
forms of the Securities of such Series have been established by or pursuant to a
Board  Resolution  or  supplemental  indenture as permitted  pursuant to Section
2.02,  a copy of such  Board  Resolution  and any  certificate  or  supplemental
indenture that may be required  pursuant to Section 2.02(c);  (iii) if the terms
and  form  or  forms  of the  Securities  of such  Series  have  been  otherwise
established  by or pursuant  to a  supplemental  indenture,  a copy of such duly
executed supplemental  indenture and any documents required by such supplemental
indenture; (iv) an Officers' Certificate of the Guarantor establishing the terms
of the Guarantees; and (v) an Opinion of Counsel stating substantially:

                    (1) if the form of such  Securities has been  established by
          or pursuant to a Board  Resolution as permitted by Section 2.02,  that
          such form has been  established in conformity  with provisions of this
          Indenture;


                                       10
<PAGE>

                    (2) if the terms of such Securities have been established by
          or pursuant to a Board  Resolution as permitted by Section 2.02,  that
          such terms have been established, or provision has been made for their
          establishment,  in conformity  with the provisions of this  Indenture;
          and

                    (3) that such Securities and Guarantees,  when authenticated
          and delivered by the Trustee (or an  authenticating  agent) and issued
          by the  Company or the  Guarantor,  as  applicable,  in the manner and
          subject to any conditions  specified in such Opinion of Counsel,  will
          constitute valid and legally binding obligations of the Company or the
          Guarantor, as applicable,  enforceable in accordance with their terms,
          subject to bankruptcy,  insolvency,  reorganization  and other laws of
          general  applicability  relating to or affecting  the  enforcement  of
          creditors'  rights and to general equity principles and subject to the
          enforcement of certain  provisions thereof which may be limited by the
          laws of the State of Wisconsin,  but the inclusion of such  provisions
          does not affect the validity of the Securities or the  Guarantees,  as
          the  case  may  be,  contain  legally  adequate   provisions  for  the
          realization  of  the  principal  legal  rights  and  benefits  offered
          thereby.

          If  the  terms  and  form  or  forms  of  such  Securities  have  been
established  by or pursuant to a Board  Resolution as permitted by Section 2.02,
the Trustee shall not be required to  authenticate  such Securities if the issue
of such  Securities  pursuant to this  Indenture  will  materially and adversely
affect the Trustee's own rights,  duties or immunities  under the Securities and
this  Indenture or otherwise in a manner which is not  reasonably  acceptable to
the Trustee.

          Notwithstanding  the  foregoing,  until the Company has  notified  the
Trustee and the Registrar that, as a result of the action described, the Company
would not suffer adverse  consequences under the provisions of United States law
or regulations in effect at the time of the delivery of Unregistered Securities,
(i)  delivery of  Unregistered  Securities  will be made only outside the United
States and its possessions, and (ii) Unregistered Securities will be released in
definitive  form to the person entitled to physical  delivery  thereof only upon
presentation of a certificate in the form prescribed by the Company.

          (e)  The  aggregate  principal  amount  of  Securities  of any  Series
outstanding  at any time may not  exceed any limit  upon the  maximum  principal
amount for such Series set forth in the Board  Resolution (or  certificate of an
Officer or Officers) or  supplemental  indenture  pursuant to Section 2.02 or in
any additional Board  Resolution or supplemental  indenture which shall reopen a
Series of Securities pursuant to Section 2.02.


                                       11
<PAGE>

          (f) The Trustee may appoint an authenticating  agent acceptable to the
Company to authenticate  Securities.  An  authenticating  agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

          Section 2.04  REGISTRAR AND PAYING AGENT.  The Company shall  maintain
for each Series of  Securities an office or agency where  Registered  Securities
may be presented for registration of transfer or for exchange  ("Registrar") and
an office or agency where (subject to Sections 2.05 and 2.08)  Securities may be
presented for payment ("Paying Agent"). With respect to any Series of Securities
issued  in  whole  or in part as  Unregistered  Securities,  the  Company  shall
maintain one or more Paying  Agents  located  outside the United  States and its
possessions  and shall  maintain  such  Paying  Agents for a period of two years
after the principal of such Unregistered  Securities has become due and payable.
During any period  thereafter  for which it is  necessary in order to conform to
United States tax law or  regulations,  the Company will maintain a Paying Agent
outside  the  United  States  and its  possessions  to  which  the  Unregistered
Securities or coupons appertaining thereto may be presented for payment and will
provide  the  necessary  funds  therefor to such  Paying  Agent upon  reasonable
notice.  The  Registrar  shall keep a register  with  respect to each  Series of
Securities  issued in whole or in part as Registered  Securities and as to their
transfer and exchange. The Company may appoint one or more co-Registrars and one
or more  additional  Paying Agents for each Series of Securities and the Company
may terminate  the  appointment  of any  co-Registrar.  The term "Paying  Agent"
includes any  additional  Paying Agent.  The Company shall notify the Trustee of
the name and address of any Agent not a party to this Indenture.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

          Section 2.05  PAYMENT ON SECURITIES.

          (a) Subject to the following  provisions,  the Company will pay to the
Trustee or the Paying Agent the  amounts,  in such coin or currency as is at the
time legal  tender for the payment of public or private  debt,  at the times and
for the purposes set forth herein and in the text of the Securities  Series, and
the Company hereby  authorizes and directs the Trustee or the Paying Agent, from
funds so paid to it, to make or cause to be made  payment of the  principal  of,
interest and premium,  if any, on the  Securities  and coupons of each Series as
set forth herein and in the text of such  Securities  and  coupons.  The Trustee
will arrange directly with any Paying Agent for the payment, or the Trustee will
make payment, from funds furnished by the Company, of the principal of, interest
and premium, if any, on the Securities and coupons of each Series by check drawn
upon a bank specified by the Company and acceptable to the Trustee.


                                       12
<PAGE>


          (b) Interest,  if any, on  Registered  Securities of a Series shall be
paid on each interest  payment date for such Series to the Holder thereof at the
close of business on the relevant  record dates  specified in the  Securities of
such Series.  The Company may pay such interest by check mailed to such Holder's
address as it appears on the register for  Securities of such Series.  Principal
of  Registered  Securities  shall  be  payable  only  against  presentation  and
surrender  thereof at the office of the Paying Agent in Milwaukee,  Wisconsin or
New York,  New York  unless the  Company  shall have  otherwise  instructed  the
Trustee in writing.

          (c)  To the  extent  provided  in  the  Securities  of a  Series,  (i)
interest,  if  any,  on  Unregistered  Securities  shall  be paid  only  against
presentation and surrender of the coupons for such interest  installments as are
evidenced  thereby as they mature;  and (ii) original issue discount (as defined
in Section 1273 of the Internal  Revenue Code of 1986,  as amended),  if any, on
Unregistered Securities shall be paid only against presentation and surrender of
such Securities;  in either case at the office of a Paying Agent located outside
of the United States and its possessions.  Principal of Unregistered  Securities
shall be paid only against presentation and surrender thereof as provided in the
Securities of a Series. If at the time a payment of principal of or interest, if
any, or original issue discount,  if any, on an Unregistered  Security or coupon
shall  become  due,  the  payment of the full amount so payable at the office or
offices of all the Paying Agents  outside the United States and its  possessions
is illegal  or  effectively  precluded  because of the  imposition  of  exchange
controls or other similar  restrictions  on the payment of such amount in United
States currency, then the Company will instruct the Trustee in writing as to how
and when such  payment  will be made and may  instruct  the Trustee to make such
payments at the office of a Paying Agent located in the United States,  provided
that the Company has  determined  that  provision for such payment in the United
States  would  not  cause  such  Unregistered   Security  to  be  treated  as  a
"registration-required  obligation"  under United  States laws and  regulations.
Unless otherwise  instructed in writing by the Company, no payments of interest,
original issue  discounts or principal with respect to  Unregistered  Securities
shall  be made by a Paying  Agent  (i) by  transfer  of  funds  into an  account
maintained by the payee in the United  States,  (ii) mailed to an address in the
United  States or (iii)  paid to a United  States  address by  electronic  funds
transfer.

          Section  2.06 PAYING AGENT TO HOLD MONEY IN TRUST.  The Company  shall
require  each Paying  Agent other than the Trustee to agree in writing  that the
Paying Agent will hold in trust,  for the benefit of  Securityholders  of any or
all Series of Securities, or the Trustee, all money held by the Paying Agent for
the payment of principal or interest on such Series of Securities,  and that the
Paying Agent will notify the Trustee of any default by the Company (or any other
obligor on the  Securities)  in making any such payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the  Trustee.  If the Company or a  Subsidiary  acts as Paying  Agent,  it shall
segregate  the money held by it for the payment of  principal or


                                       13
<PAGE>


interest  on any Series of  Securities  and hold such money as a separate  trust
fund.  The Company at any time may require a Paying  Agent to pay all money held
by it to the  Trustee.  Upon so doing,  the Paying  Agent  shall have no further
liability  for the money so paid.  The Trustee or the Paying Agent may allow and
credit to the Company (or any other obligor on the  Securities)  interest on any
monies  received  by it  hereunder  at such rate as may be agreed  upon with the
Company (or any other obligor on the Securities) from time to time and as may be
permitted by law.

          Section 2.07 SECURITYHOLDER LISTS; OWNERSHIP OF SECURITIES.

          (a) The Trustee  shall  preserve in as current a form as is reasonably
practicable  the most recent list  available to it of the names and addresses of
Holders of each Series of Securities.  If the Trustee is not the Registrar,  the
Company shall furnish to the Trustee  semiannually  on or before the last day of
June and  December  in each year,  and at such other  times as the  Trustee  may
request in  writing,  a list in such form and as of such date as the Trustee may
reasonably require,  containing all the information in the possession or control
of the Registrar,  the Company,  the Guarantor or any of the Paying Agents other
than the Trustee as to the names and addresses of Holders of each such Series of
Securities.

          (b)  Ownership of  Registered  Security of a Series shall be proved by
the register for such Series kept by the  Registrar.  Ownership of  Unregistered
Securities may be proved by the production of such Unregistered  Securities,  or
by a certificate or affidavit  executed by the person holding such  Unregistered
Securities,  or by a  depository  with whom such  Unregistered  Securities  were
deposited if the certificate or affidavit is  satisfactory  to the Trustee.  The
Company,  the Trustee,  the Guarantor and any agent of the Company may treat the
bearer or any  Unregistered  Security  or coupon  and the person in whose name a
Registered  Security  is  registered  as the  absolute  owner  thereof  for  all
purposes.

          Section 2.08 TRANSFER AND EXCHANGE.

          (a) Where  Registered  Securities  of a Series  are  presented  to the
Registrar  with a request to register  their transfer or to exchange them for an
equal principal  amount of Registered  Securities of the same Series  containing
identical  terms  and  provisions  and  date of  maturity  of  other  authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met.

          (b) If both Registered and Unregistered  Securities are authorized for
a Series of Securities and the terms of such Securities permit, (i) Unregistered
Securities  may be  exchanged  for  an  equal  principal  amount  of  Registered
Securities containing identical terms and provisions of the same Series and date
of maturity in any  authorized


                                       14
<PAGE>


denominations  upon delivery to the Registrar of the Unregistered  Security with
all unmatured  coupons and all matured coupons in default  appertaining  thereto
and if all other  requirements  of the  Registrar and such  Securities  for such
exchange are met, and (ii)  Registered  Securities may be exchanged for an equal
principal  amount of  Unregistered  Securities  of the same  Series  and date of
maturity in any authorized  denominations  (except that any coupons appertaining
to such  Unregistered  Securities which have matured and have been paid shall be
detached) upon delivery to the Registrar of the Registered Securities and if all
other  requirements  of the Registrar (or such Paying Agent) and such Securities
for such exchange are met.

          Notwithstanding the foregoing, the exchange of Unregistered Securities
for Registered Securities or Registered  Securities for Unregistered  Securities
will be subject to the  satisfaction of the provisions of United States laws and
regulations  in  effect  at the  time  of  such  exchange,  and no  exchange  of
Registered Securities for Unregistered Securities will be made until the Company
has notified the Trustee and the Registrar  that, as a result of such  exchange,
neither the Company nor the Guarantor  would suffer adverse  consequences  under
the provisions of United States laws or regulations.

          (c) To permit registrations of transfers and exchanges the Trustee (or
an authenticating agent) shall authenticate  Securities upon instructions of the
Registrar or, if  applicable,  a Paying Agent upon  surrender of Securities  for
registration  of transfer or for  exchange  as  provided  in this  Section.  The
Company  will not make any charge for any  registration  of transfer or exchange
but may  require  the  payment  by the party  requesting  such  registration  of
transfer or exchange of a sum sufficient to cover any tax or other  governmental
charge payable in connection therewith.

          (d) Neither the Company  nor the  Registrar  shall be required  (i) to
issue,  register  the transfer of or exchange  Securities  of any Series for the
period of 15 days immediately  preceding the selection of any such Securities to
be redeemed,  or (ii) to register the transfer of or exchange  Securities of any
Series selected, called or being called for redemption as a whole or the portion
being  redeemed  of any such  Securities  selected,  called or being  called for
redemption in part.

          (e) Unregistered  Securities or any coupons appertaining thereto shall
be transferable by delivery.

          Section 2.09 REPLACEMENT SECURITIES.

          (a) If a  mutilated  Security or a Security  with a  mutilated  coupon
appertaining to it is surrendered to the Trustee (or an  authenticating  agent),
the Company shall issue (with the Guarantee  thereon  executed by the Guarantor)
and the Trustee (or an  authenticating  agent) shall  authenticate a replacement
Registered Security,  if such surrendered security was a Registered Security, or
a replacement Unregistered Security


                                       15
<PAGE>


with  coupons  corresponding  to the  coupons  appertaining  to the  surrendered
Security,  if such surrendered Security was an Unregistered Security of the same
Series and  containing  identical  terms and  provisions,  if the  Trustee's (or
authenticating agent's) requirements are met.

          (b) If the Holder of a Security claims that the Security or any coupon
appertaining  thereto has been lost,  destroyed or wrongfully taken, the Company
shall issue (with the  Guarantee  thereon  executed  by the  Guarantor)  and the
Trustee  (or  an  authenticating   agent),   shall  authenticate  a  replacement
Registered  Security,  if such Holder's claim pertains to a Registered Security,
or a replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the lost, destroyed or wrongfully taken Unregistered Security or
the  Unregistered  Security to which such lost,  destroyed or  wrongfully  taken
coupon appertains,  if such Holder's claim pertains to an Unregistered Security,
of the same  Series  and  containing  identical  terms  and  provisions,  if the
Trustee's  requirements  are met;  provided,  however,  that the  Trustee (or an
authenticating  agent), the Company or the Guarantor may require any such Holder
to provide to the Trustee,  the Company and the Guarantor  security or indemnity
sufficient in the judgment of the Company,  the Guarantor and the Trustee (or an
authenticating agent) to protect the Company, the Guarantor,  the Trustee (or an
authenticating  agent)  and any Agent from any loss which any of them may suffer
if a Security is replaced.  The Company,  the  Guarantor  and the Trustee (or an
authenticating agent) may charge the party requesting a replacement Security for
its expenses in replacing a Security.

          (c) Every  replacement  Security is an  additional  obligation  of the
Company.  Every  replacement  Guarantee  is  an  additional  obligation  of  the
Guarantor.

          (d)  Notwithstanding   anything  to  the  contrary  contained  herein,
replacement Securities need not be issued in any of the circumstances  described
in  Section  2.09  if  the  Company,   the  Guarantor  or  the  Trustee  (or  an
authenticating  agent)  have  notice  that the  mutilated,  lost,  destroyed  or
wrongfully taken Security has been acquired by a bona fide purchaser.

          Section 2.10 OUTSTANDING SECURITIES.

          (a)   Securities   outstanding   at  any  time   are  all   Securities
authenticated  by the Trustee  (or an  authenticating  agent),  except for those
canceled by it, those  delivered to it for  cancellation  and those described in
this Section as not outstanding.

          (b) If a Security is replaced  pursuant to Section  2.09, it ceases to
be outstanding  until the Trustee (or an authenticating  agent),  receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.


                                       16
<PAGE>


          (c) If the Paying  Agent holds on a redemption  date or maturity  date
money  or U.S.  Government  Obligations  sufficient  to pay all  amounts  due on
Securities  of any  Series  on that  date,  then on and  after  that  date,  all
Securities of such Series cease to be outstanding and interest on them ceases to
accrue.

          (d) A Security does not cease to be  outstanding  because the Company,
the Guarantor or an Affiliate of either of them holds the Security.

          (e) In  determining  whether  the Holders of the  requisite  principal
amount of outstanding  Securities of any Series have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient funds are available for redemption or for any other purpose,  (i) the
principal amount of an Original Issue Discount  Security that shall be deemed to
be outstanding  for such purposes  shall be the amount of the principal  thereof
that  would  be due and  payable  as of the  date of such  determination  upon a
declaration of  acceleration of the maturity  thereof  pursuant to Section 6.02;
and (ii) the principal  amount of any security  denominated  in a currency other
than  United  States  dollars  that shall be deemed to be  outstanding  for such
purposes  shall be that amount of United  States  dollars that could be obtained
for such amount on such  reasonable  basis of exchange and as of the record date
for such  determination  or action (or, if there shall be no  applicable  record
date, such other date reasonably  proximate to the date of such determination or
action),  in each case, as the Company shall specify in a written  notice to the
Trustee.

          Section 2.11 TREASURY  SECURITIES.  In determining whether the Holders
of the requisite  principal amount of Securities of any Series have concurred in
any  direction,  waiver  or  consent,  Securities  of such  Series  owned by the
Company,  the Guarantor or an Affiliate of either of them shall be  disregarded,
except  that for the  purposes  of  determining  whether  the  Trustee  shall be
protected in relying on any such direction,  waiver or consent,  only Securities
of such Series which the Trustee knows are so owned shall be so disregarded.

          Section 2.12 TEMPORARY SECURITIES.

          (a) Until definitive Registered Securities of any Series are ready for
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary  Registered  Securities of such Series having duly executed Guarantees
endorsed  thereon.  Temporary  Registered  Securities  of any  Series  shall  be
substantially in the form of definitive Registered Securities of such Series but
may have variations that the Company and the Guarantor considers appropriate for
temporary  Securities.  Every temporary Registered Security shall be executed by
the  Company,  guaranteed  by the  Guarantor,  authenticated  by the Trustee and
registered by the Registrar, upon the same conditions,  and with like effect, as
a definitive  Registered  Security.  Without


                                       17
<PAGE>


unreasonable  delay, the Company and the Guarantor shall prepare and the Trustee
shall  authenticate  definitive  Registered  Securities  of the same  Series and
containing  identical terms and provisions in exchange for temporary  Registered
Securities.

          (b) Until definitive  Unregistered  Securities of any Series are ready
for  delivery,  the Company  may  prepare  and  execute  and the  Trustee  shall
authenticate  one or more  temporary  Unregistered  Securities,  which  may have
coupons  attached  or  which  may be in the form of a  single  temporary  global
Unregistered  Security of that Series.  The temporary  Unregistered  Security or
Securities  of any Series  shall be  substantially  in the form  approved  by or
pursuant  to a  Board  Resolution  or a  supplemental  indenture  and  shall  be
delivered to one of the Paying Agents located  outside the United States and its
possessions  or to such  other  person or persons as the  Company  shall  direct
against such  certification as the Company may from time to time prescribe by or
pursuant  to a Board  Resolution  or a  supplemental  indenture.  The  temporary
Unregistered Security or Securities of a Series shall be executed by the Company
and the Guarantor and  authenticated  by the Trustee,  upon the same conditions,
and with like  effect,  as a  definitive  Unregistered  Security of such Series,
except as provided  herein or  therein.  A  temporary  Unregistered  Security or
Securities  shall  be  exchangeable  for  definitive   Unregistered   Securities
containing identical terms and provisions at the time and on the conditions,  if
any, specified in the temporary Security.

          Upon any exchange of a part of a temporary  Unregistered Security of a
Series for  definitive  Unregistered  Securities  of such Series,  the temporary
Unregistered  Security  shall be  endorsed  by the  Trustee  or Paying  Agent to
reflect  the  reduction  of its  principal  amount  by an  amount  equal  to the
aggregate principal amount of definitive  Unregistered Securities of such Series
so exchanged and endorsed.

          Section 2.13  CANCELLATION.  The Company or the  Guarantor at any time
may  deliver  Securities  and  coupons  to the  Trustee  for  cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any  Securities  and
coupons  surrendered to them for  registration of transfer,  for exchange or for
payment.  Except as  otherwise  required by this  Indenture,  the Trustee  shall
cancel all Securities and coupons  surrendered for registration of transfer,  or
for exchange,  payment or cancellation  and will dispose of canceled  Securities
and coupons as the Company  directs;  provided,  however,  that any Unregistered
Securities of a Series  delivered to the Trustee for exchange  prior to maturity
shall be  retained  by the  Trustee  for  reissue as  provided  herein or in the
Securities of such Series.  The Company may not issue new  Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

          Section  2.14  DEFAULTED  INTEREST.  If the  Company or the  Guarantor
defaults  on a payment of  interest  on a Series of  Securities,  either of them
shall pay the defaulted interest as provided in such Securities or in any lawful
manner not


                                       18
<PAGE>


inconsistent  with the  requirements  of any  securities  exchange on which such
Securities may be listed.

          Section 2.15 GLOBAL SECURITIES.

          (a) If the Company shall  establish  pursuant to Section 2.02 that the
Securities of a particular  Series are to be issued as a Global  Security,  then
the Company shall  execute and the Trustee  shall,  in  accordance  with Section
2.03, authenticate and deliver, a Global Security that (i) shall represent,  and
shall be  denominated in an amount equal to the aggregate  principal  amount of,
all of the  outstanding  Securities of such Series,  (ii) shall be registered in
the name of the  Depositary  or its  nominee,  (iii) shall be  delivered  by the
Trustee to the Depositary or pursuant to the  Depositary's  instruction and (iv)
shall bear a legend substantially to the following effect:  "Except as otherwise
provided in Section 2.15 of the Indenture, this Security may be transferred,  in
whole  but not in  part,  only to  another  nominee  of the  Depositary  or to a
successor Depositary or to a nominee of such successor Depositary."

          (b)  Notwithstanding  the  provisions  of  Section  2.08,  the  Global
Security  of a Series  may be  transferred,  in whole but not in part and in the
manner  provided in Section 2.08,  only to another nominee of the Depositary for
such Series,  or to a successor  Depositary for such Series selected or approved
by the Company or to a nominee of such successor Depositary.

          (c) If at any  time the  Depositary  for a  Series  of the  Securities
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for such Series or if at any time the Depositary for such Series shall no longer
be registered or in good  standing  under the Exchange Act, or other  applicable
statute  or  regulation,  and a  successor  Depositary  for such  Series  is not
appointed by the Company  within 90 days after the Company  receives such notice
or becomes aware of such condition,  as the case may be, this Section 2.15 shall
no longer be  applicable  to the  Securities of such Series and the Company will
execute,  and subject to Section 2.08, the Trustee will authenticate and deliver
the Securities of such Series, in authorized denominations,  and in an aggregate
principal  amount equal to the principal  amount of the Global  Security of such
Series in exchange for such Global Security. In addition, the Company may at any
time  determine that the Securities of any Series shall no longer be represented
by a Global  Security  and that the  provisions  of this  Section  2.15 shall no
longer apply to the  Securities  of such Series.  In such event the Company will
execute and subject to Section 2.08,  the Trustee,  upon receipt of an Officers'
Certificate  evidencing such determination by the Company, will authenticate and
deliver the Securities of such Series,  in authorized  denominations,  and in an
aggregate  principal amount equal to the principal amount of the Global Security
of such Series in exchange  for such Global  Security.  Upon the exchange of the
Global  Security for such  Securities  in authorized  denominations,  the Global
Security shall be


                                       19
<PAGE>


canceled by the  Trustee.  Such  Securities  issued in  exchange  for the Global
Security  pursuant to this Section 2.15(c) shall be registered in such names and
in such authorized  denominations  as the  Depositary,  pursuant to instructions
from its direct or  indirect  participants  or  otherwise,  shall  instruct  the
Trustee.  The Trustee  shall  deliver  such  Securities  to the  Depositary  for
delivery to the persons in whose names such Securities are so registered.

          Section 2.16 UNCONDITIONAL GUARANTEE.

          (Form of Guarantee)

          FOR VALUE RECEIVED, the Guarantor,  hereby unconditionally  guarantees
to the Holder of the Security upon which this  Guarantee is endorsed the due and
punctual payment of the principal of, sinking funds payment, if any, premium, if
any, or interest on said Security,  when and as the same shall be become due and
payable,  whether at maturity,  upon  redemption or otherwise,  according to the
terms thereof and of the Indenture referred to therein.

          The Guarantor agrees to determine,  at least one business day prior to
the date upon which a payment of principal  of,  sinking fund  payment,  if any,
premium,  if any, or interest on said  Security is due and payable,  whether the
Company has  available  the funds to make such  payment as the same shall become
due and  payable.  In case of the failure of the Company  punctually  to pay any
such principal,  sinking fund payment, if any, premium, if any, or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable,  whether at maturity,  upon redemption
or otherwise, and as if such payment were made by the Company.

          The Guarantor  hereby agrees that its  obligations  hereunder shall be
unconditional,   irrevocable   and  absolute,   irrespective  of  the  validity,
regularity or enforceability of said Security or said Indenture,  the absence of
any  action to  enforce  the same,  any  waiver or consent by the Holder of said
Security with respect to any  provisions  thereof,  the recovery of any judgment
against the Company or any action to enforce the same or any other  circumstance
which might otherwise  constitute a legal or equitable discharge or defense of a
guarantor.  The  Guarantor  hereby  waives  diligence,  presentment,  demand  of
payment,  filing of claims with a court in the event of merger or  bankruptcy of
the  Company,  any right to require a  proceeding  first  against  the  Company,
protest  or notice  with  respect to said  Security  or  indebtedness  evidenced
thereby,  and all demands  whatsoever and covenants that this Guarantee will not
be discharged  except by complete  performance of the  obligations  contained in
said Security and in this Guarantee.

          The Guarantor  shall be subrogated to all rights of the Holder of said
Security  against the Company in respect to any  amounts  paid by the  Guarantor
pursuant


                                       20
<PAGE>


to the provisions of this Guarantee; provided, however, that the Guarantor shall
not,  without  the  consent  of  the  Holders  of all  of  the  Securities  then
outstanding, be entitled to enforce or to receive any payments arising out of or
based upon such right of subrogation until the principal of and premium, if any,
and interest on all Securities  shall have been paid in full or payment  thereof
shall have been provided for in accordance with said Indenture.

          Notwithstanding   anything  to  the  contrary   contained  herein,  if
following any payment of principal or interest by the Company on the  Securities
to the Holders of the Securities it is determined by a final decision of a court
of competent  jurisdiction  that such  payment  shall be avoided by a trustee in
bankruptcy (including any  debtor-in-possession) as a preference under 11 U.S.C.
Section  547  and  such  payment  is  paid by such  Holder  to such  trustee  in
bankruptcy,  then and to the extent of such  repayment  the  obligations  of the
Guarantor hereunder shall remain in full force and effect.

          This Guarantee shall not be valid or become obligatory for any purpose
with  respect  to a  Security  until a  certificate  of  authentication  on such
Security shall have been signed by the Trustee (or the authenticating agent).

          This  Guarantee  shall  be  governed  by  the  laws  of the  State  of
Wisconsin.

          IN  WITNESS  WHEREOF,  ALLIANT  ENERGY  CORPORATION  has  caused  this
Guarantee to be signed in its corporate  name by the facsimile  signature of two
of its  officers  thereunto  duly  authorized  and has caused a facsimile of its
corporate  seal,  if  any,  to be  affixed  hereto  or  imprinted  or  otherwise
reproduced hereon.

          Section 2.17 EXECUTION OF GUARANTEES. To evidence the Guarantee to the
Securityholders  specified  in Section  2.16,  the  Guarantor  hereby  agrees to
execute the Guarantees,  in substantially the form above recited, to be endorsed
on  each   Security   authenticated   and  delivered  by  the  Trustee  (or  the
authentication  agent).  Each  such  Guarantee  shall be signed on behalf of the
Guarantor  as set  forth in  Section  2.03  prior to the  authentication  of the
Security  on which it is  endorsed,  and the  delivery  of such  Security by the
Trustee  (or  the  authenticating   agent),  after  the  authentication  thereof
hereunder,  shall  constitute  due  delivery of such  Guarantee on behalf of the
Guarantor.

          Section 2.18 ASSUMPTION BY GUARANTOR.

          (a) The  Guarantor  may,  without the consent of the  Securityholders,
assume all of the rights and  obligations of the Company  hereunder with respect
to a Series of  Securities  and under the  Securities  of such Series if,  after
giving  effect to such  assumption,  no Default  or Event of Default  shall have
occurred and be continuing. Upon such an assumption, the Guarantor shall execute
a  supplemental  indenture  evidencing  its  assumption  of all such  rights and
obligations  of  the  Company  and  the  Company  shall  be


                                       21
<PAGE>


released from its liabilities  hereunder and under such Securities as obligor on
the Securities of such Series.

          (b) The Guarantor  shall assume all of the rights and  obligations  of
the  Company  hereunder  with  respect to a Series of  Securities  and under the
Securities  of such  Series  if,  upon a default  by the  Company in the due and
punctual payment of the principal,  sinking fund payment,  if any,  premium,  if
any, or interest on such  Securities,  the  Guarantor  is prevented by any court
order or judicial  proceeding from fulfilling its obligations under Section 2.16
with respect to such Series of Securities.  Such assumption  shall result in the
Securities of such Series  becoming the direct  obligations of the Guarantor and
shall be effected  without the consent of the Holders of the  Securities  of any
Series.  Upon such an  assumption,  the Guarantor  shall execute a  supplemental
indenture  evidencing its  assumption of all such rights and  obligations of the
Company,  and the Company shall be released from its  liabilities  hereunder and
under such Securities as obligor on the Securities of such Series.


                                   ARTICLE 3.

                                   REDEMPTION

          Section 3.01 NOTICE TO THE TRUSTEE.  The Company may,  with respect to
any  Series of  Securities,  reserve  the right to redeem  and pay the Series of
Securities or any part thereof,  or may covenant to redeem and pay the Series of
Securities or any part thereof,  before  maturity at such time and on such terms
as provided  for in such  Securities.  The election of the Company to redeem any
Securities  shall be evidenced by a Company Order.  In case of any redemption at
the  election  of the Company of all or less than all of the  Securities  of any
Series with the same issue date, interest rate and stated maturity,  the Company
shall,  at  least 60 days  prior to the  redemption  date  fixed by the  Company
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such redemption date and of the principal amount and redemption price
of Securities of such Series to be redeemed.

          Section 3.02 SELECTION OF SECURITIES TO BE REDEEMED.  If less than all
the Securities of any Series with the same issue date, interest rate, and stated
maturity are to be redeemed,  the particular  Securities to be redeemed shall be
selected,  not more than 60 days prior to the  redemption  date,  by the Trustee
from the  outstanding  Securities  of such  Series  not  previously  called  for
redemption,  by such method as the Trustee shall deem fair and  appropriate  and
which may provide for the selection for  redemption of portions of the principal
amount of Securities  of such Series;  provided,  however,  that no such partial
redemption  shall  reduce the portion of the  principal  amount of a Security of
such Series not redeemed to less than the minimum denomination for a


                                       22
<PAGE>


Security of that Series established  pursuant to Section 2.02. The Trustee shall
promptly notify the Company in writing of the Securities selected for redemption
by it and, in the case of any Securities  selected for partial  redemption,  the
amount thereof to be redeemed.

          Section 3.03 NOTICE OF REDEMPTION.

          (a) At least 30 days,  but not more than 60 days  before a  redemption
date, unless a shorter period is specified in the Securities to be redeemed, the
Company shall mail a notice of redemption by first-class  mail to each Holder of
Registered Securities that are to be redeemed.

          (b)  If  Unregistered  Securities  are  to  be  redeemed,   notice  of
redemption shall be published in an Authorized Newspaper in the City of New York
once in each of four successive  calendar weeks, the first publication to be not
less than 30 nor more than 90 days before the redemption date.

          (c) All notices shall identify the Series of Securities to be redeemed
and shall state:

                    (1) the redemption date;

                    (2) the redemption price;

                    (3) if less than all the outstanding  Securities of a Series
          are to be redeemed,  the  identification  (and, in the case of partial
          redemption,  the principal amounts) of the particular Securities to be
          redeemed;

                    (4) the name and address of the Paying Agent;

                    (5) that  Securities of the Series called for redemption and
          all  unmatured  coupons,   if  any,   appertaining   thereto  must  be
          surrendered to the Paying Agent to collect the redemption price; and

                    (6) that  interest on  Securities  of the Series  called for
          redemption ceases to accrue on and after the redemption date.

          At the  Company's  request,  the  Trustee  shall  give the  notice  of
redemption in the Company's name and at its expense.

          If the  Company  gives the notice of  redemption,  the  Company  shall
promptly  provide the Trustee with evidence  satisfactory  to the Trustee of its
compliance with the notice requirements of this section.


                                       23
<PAGE>


          Section 3.04 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption
is mailed or published,  Securities of a Series called for redemption become due
and  payable on the  redemption  date and from and after such date  (unless  the
Company shall default in the payment of the  redemption  price) such  Securities
shall cease to bear  interest and the Holders of such  Securities  shall have no
rights with respect to the Securities except the right to receive the redemption
price.  Upon surrender to the Paying Agent of such Securities  together with all
unmatured coupons, if any,  appertaining  thereto, such Securities shall be paid
at the  redemption  price plus  accrued  interest to the  redemption  date,  but
installments of interest due on or prior to the redemption date will be payable,
in the case of Unregistered  Securities,  to the bearers of the coupons for such
interest upon surrender thereof, and, in the case of Registered  Securities,  to
the  Holders  of such  Securities  of  record at the  close of  business  on the
relevant record dates.

          Section 3.05 DEPOSIT OF REDEMPTION  PRICE. On or before the redemption
date,  the Company  shall  deposit  with the  Trustee or the Paying  Agent money
sufficient to pay the redemption  price of and (unless the redemption date shall
be an interest  payment date)  interest  accrued to the  redemption  date on all
Securities to be redeemed on that date.

          Section 3.06 SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is  redeemed  in part,  the  Company  shall  issue and the  Trustee  or the
authenticating  agent shall  authenticate  for the Holder of that Security a new
Security or Securities  of the same Series,  the same form and the same maturity
in  authorized   denominations  equal  in  aggregate  principal  amount  to  the
unredeemed  portion of the Security  surrendered and having  endorsed  thereon a
duly executed Guarantee.


                                   ARTICLE 4.

                                    COVENANTS

          Section 4.01 PAYMENT OF SECURITIES.

          (a)  The  Company  shall  pay the  principal  of and  interest  on the
Securities on the dates and in the manner provided herein and in the Securities.
An installment of principal or interest shall be considered  paid on the date it
is due if the Trustee or Paying  Agent holds on that date money  designated  for
and sufficient to pay the installment.

          (b) The Company shall pay interest on overdue  principal of a Security
of any  Series  at the rate of  interest  (or Yield to  Maturity  in the case of
Original Issue Discount  Securities)  borne by such Security of that Series;  to
the extent lawful, it shall pay interest on overdue  installments of interest at
the same rate.


                                       24
<PAGE>


          Section 4.02 MAINTENANCE OF OFFICE OR AGENCY.

          The Company and the Guarantor shall maintain an office or agency where
Securities  may be presented  or  surrendered  for payment.  The Company and the
Guarantor  also will  maintain in The City of New York an office or agency where
Securities  may be  surrendered  for  registration  of transfer,  redemption  or
exchange and where  notices and demands to or upon the Company and the Guarantor
in respect of the Securities  and this  Indenture may be served.  The Company or
the Guarantor will give prompt written notice to the Trustee of the location and
any change in the location of any such  offices or agencies.  If at any time the
Company or the  Guarantor  shall fail to maintain any such  required  offices or
agencies  or shall fail to furnish the Trustee  with the address  thereof,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
office of the Trustee  and the  Company or the  Guarantor  hereby  appoints  the
Trustee such agent as its agent to receive all such  presentations,  surrenders,
notices and demands.

          The Company or the  Guarantor  may from time to time  designate one or
more other offices or agencies (in or outside of The City of New York) where the
Securities may be presented or surrendered for any or all such purposes, and may
from time to time rescind such  designation.  The Company or the Guarantor  will
give prompt written notice to the Trustee of any such  designation or rescission
and any  change in the  location  of any such  office or  agency.

          Section 4.03 LIMITATIONS ON LIENS.

          The Company  shall not, and shall not permit any  Subsidiary to issue,
assume or guarantee  any Debt if the Debt is secured by any Lien upon any of its
property  or  assets  (other  than  cash),   without  effectively  securing  the
outstanding  Securities (together with any other indebtedness or obligation then
existing or thereafter created ranking equally with such Securities) equally and
ratably with the Debt. This limitation does not apply to:

                    (a) Liens in existence  on the date of original  issuance of
          the Securities;

                    (b) (i) any Lien  created or arising  over any  property  or
          assets  which the  Company or a  Subsidiary  acquires,  constructs  or
          creates, but only if (A) such Lien secures only principal amounts (not
          exceeding the cost of the  acquisition,  construction  or creation) of
          Debt  incurred for the purposes of the  acquisition,  construction  or
          creation,  together  with  any  costs,  expenses,  interest  and  fees
          incurred in connection with the acquisition,  construction or creation
          or a guarantee given in connection with the acquisition,  construction
          or  creation,  (B) the Lien is  created or arises on or before 90 days
          after the completion of the


                                       25
<PAGE>


          acquisition,  construction  or  creation  and (C) the Lien is confined
          solely to the property or assets so acquired,  constructed or created;
          or (ii) any Lien to  secure  the Debt  incurred  by the  Company  or a
          Subsidiary  in connection  with a  specifically  identifiable  project
          where the Lien  relates and is  confined  to a property or  properties
          (including, without limitation, shares or other rights of ownership in
          the  entities  which own such  property or  project)  involved in such
          project and acquired by the Company or a Subsidiary  after the date of
          original  issuance of the Securities and the recourse of the creditors
          in respect of the Debt is  limited to any or all of such  project  and
          property (including as aforesaid);

                    (c) any Lien securing  amounts not more than 90 days overdue
          or otherwise being contested in good faith;

                    (d) (i) rights of financial  institutions  to offset  credit
          balances in connection with the operation of cash management  programs
          established  for  the  Company's  or any  Subsidiary's  benefit  or in
          connection with the issuance of letters of credit for the Company's or
          any Subsidiary's benefit;

                    (ii) any Lien  security  Debt incurred by the Company or any
          Subsidiary in connection with the financing of accounts receivable;

                    (iii) any Lien  incurred  or deposits  made in the  ordinary
          course of business, including, but not limited to, (A) any mechanics',
          materialmen's,  carriers', workmen's, vendors' or other like Liens and
          (B)  any  Liens   securing   amounts  in   connection   with  workers'
          compensation,   unemployment  insurance  and  other  types  of  social
          security;

                    (iv) any Lien upon  specific  items of the  Company's or any
          Subsidiary's  inventory  or other  goods  and  proceeds  securing  the
          Company's  or any  Subsidiary's  obligations  in respect  of  bankers'
          acceptances issued or created to facilitate the purchase,  shipment or
          storage of such inventory or other goods;

                    (v)  any  Lien   incurred  or  deposits  made  securing  the
          performance of tenders,  bids, leases, trade contracts (other than for
          borrowed money),  statutory  obligations,  surety bonds, appeal bonds,
          government  contracts,  performance bonds,  return-of-money  bonds and
          other  obligations  of like  nature  incurred  by the  Company  or any
          Subsidiary in the ordinary course of business;

                    (vi)  any  Lien  constituted  by a right of set off or right
          over a margin call account or any form of cash or cash  collateral  or
          any similar arrangement for obligations incurred by the Company or any
          Subsidiary  in respect of the  hedging or  management  of risks  under
          transactions  involving  any  currency or interest  rate swap,  cap or
          collar arrangements, forward exchange transaction, option, warrant,


                                       26
<PAGE>


          forward  rate  agreement,   futures   contract  or  other   derivative
          instrument of any kind;

                    (vii)  any  Lien  arising  out of  title  retention  or like
          provisions in  connection  with the purchase of goods and equipment by
          the Company or any Subsidiary in the ordinary course of business; and

                    (viii) any Lien  securing  reimbursement  obligations  under
          letters of credit,  guarantees  and other forms of credit  enhancement
          given in  connection  with the purchase of goods and  equipment by the
          Company or any Subsidiary in the ordinary course of business;

                    (e) (i) Liens on any  property  or assets  acquired  from an
          entity which is merged with or into the Company or any  Subsidiary and
          is not created in  anticipation  of any such  transaction  (unless the
          Lien was  created to secure or provide  for the payment of any part of
          the purchase  price of the entity to be acquired) and (ii) any Lien on
          any  property  or assets  existing at the time of  acquisition  by the
          Company or any Subsidiary and which is not created in  anticipation of
          the acquisition  (unless the Lien was created to secure or provide for
          the  payment  of any part of the  purchase  price of the  property  or
          assets so acquired);

                    (f) (i) Liens  required by any  contract or statute in order
          to permit the Company or any  Subsidiary  to perform  any  contract or
          subcontract made by it with or at the request of a governmental entity
          or any department, agency or instrumentality of a governmental entity,
          or to secure partial,  progress,  advance or any other payments by the
          Company or any Subsidiary to a governmental  unit under the provisions
          of any contract or statute; (ii) any Lien securing industrial revenue,
          development  or similar bonds issued by the Company or any  Subsidiary
          or for its respective  benefit,  provided that the industrial revenue,
          development or similar bonds are nonrecourse to the Company and/or the
          applicable   Subsidiary;   and  (iii)  any  Lien  securing   taxes  or
          assessments or other applicable governmental charges or levies;

                    (g) (i) any Lien which arises under any order of attachment,
          distraint or similar  legal process  arising in connection  with court
          proceedings  and any Lien which secures the  reimbursement  obligation
          for any bond obtained in connection  with an appeal taken in any court
          proceeding,  so long as the execution or other enforcement of the Lien
          arising in connection  with such legal process is  effectively  stayed
          and the claims  secured by the Lien are being  contested in good faith
          and, if appropriate,  by appropriate legal proceedings, or any Lien in
          favor of a  plaintiff  or  defendant  in any action  before a court or
          tribunal as security for costs


                                       27
<PAGE>


          or expenses;  or (ii) any Lien arising by operation of law or by order
          of a court or tribunal or any Lien  arising by an agreement of similar
          effect, including, without limitation, judgment liens; or

                    (h) any  extension,  renewal or  replacement  (or successive
          extensions,  renewals or replacements),  as a whole or in part, of any
          Liens  referred to in clauses  (a) through (g) above,  for amounts not
          exceeding  the  principal  amount of the Debt  secured  by the Lien so
          extended,  renewed or replaced,  so long as the extension,  renewal or
          replacement  Lien is limited to all or a part of the same  property or
          assets  that were  covered by the Lien that was  extended,  renewed or
          replaced (plus improvements on such property or assets);

provided, however, the Company or any Subsidiary may create or permit to subsist
Liens over any of the  Company's or  Subsidiary's  property or assets so long as
the  aggregate  amount of Debt  secured  by all Liens  that the  Company  or any
Subsidiary  incurs  (excluding  the amount of Debt secured by Liens set forth in
clauses  (a)  through  (h)  above)  does  not  exceed  10%  of  the  Guarantor's
Consolidated Net Tangible Assets.

          Section  4.04  LIMITATION  ON SALE AND  LEASE-BACK  TRANSACTIONS.  The
Company shall not enter into any Sale and Lease-Back Transaction unless:

                    (i) such transaction involves a lease for a temporary period
          not to exceed three years;

                    (ii)  such   transaction  is  between  the  Company  and  an
          Affiliate;

                    (iii) the  Company is  entitled  to incur Debt  secured by a
          Lien on the assets or  property  involved  in the Sale and  Lease-Back
          Transaction  at least equal to the  Attributable  Debt with respect to
          the Sale and  Lease-Back  Transaction,  without  equally  and  ratably
          securing the Securities;

                    (iv)  the  Company  enters  into  the  Sale  and  Lease-Back
          Transaction  within  270 days  after its  initial  acquisition  of the
          assets or property subject to the Sale and Lease-Back Transaction;

                    (v) the  aggregate  amount  of all  Attributable  Debt  with
          respect to all Sale and  Lease-Back  Transactions  then in effect does
          not exceed 10% of the Guarantor's Consolidated Net Tangible Assets; or

                    (vi) within 12 months  preceding  the sale or transfer or 12
          months  following  the sale or  transfer,  regardless  of whether  the
          Company makes any such sale or transfer,  the Company applies,  in the
          case of a sale or  transfer  for  cash,  an


                                       28
<PAGE>


          amount equal to the net  proceeds of the sale or transfer  and, in the
          case of a sale or transfer other than for cash, an amount equal to the
          fair value of the assets so leased at the time that the Company enters
          into such  arrangement (as determined by the Board of Directors of the
          Company),  (a) to the  retirement of Debt,  incurred or assumed by the
          Company  which by its terms  matures at, or is extendible or renewable
          at the option of the obligor to, a date more than 12 months  after the
          date of  incurring,  assuming or  guaranteeing  such Debt or (b) to an
          investment in any of the Company's assets.

          Section 4.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any Series
of  Securities,  it shall,  on or before each due date of the  principal of, any
premium or interest on any of the Securities of such Series,  segregate and hold
in trust for the benefit of the persons  entitled  thereto a sum in the currency
or  currencies,  currency  unit or units or composite  currency or currencies in
which the Securities of such Series are payable  (except as otherwise  specified
pursuant to Section 2.02 for the  Securities  of such Series)  sufficient to pay
the  principal  or any premium or interest so becoming due until such sums shall
be paid to such persons or otherwise  disposed of as herein provided,  and shall
promptly notify the Trustee of its action or failure so to act.

          Whenever  the  Company  shall have one or more  Paying  Agents for any
Series of  Securities,  it shall,  on or prior to each due date of the principal
of, any premium or interest on any  Securities of such Series,  deposit with any
Paying Agent a sum (in the  currency or  currencies,  currency  unit or units or
composite  currency  or  currencies   described  in  the  preceding   paragraph)
sufficient to pay the principal or any premium or interest so becoming due, such
sum to be held in trust for the benefit of the  persons  entitled  thereto,  and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

          The Company shall cause each Paying Agent for any Series of Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section, that such Paying Agent shall:

                    (1)  hold  all  sums  held  by it  for  the  payment  of the
          principal  of, any premium or interest on Securities of such Series in
          trust for the benefit of the persons  entitled thereto until such sums
          shall be paid to such persons or otherwise  disposed of as provided in
          or pursuant to this Indenture;

                    (2) give the Trustee notice of any default by the Company or
          the  Guarantor  (or any  other  obligor  upon the  Securities  of such
          Series) in the  making


                                       29
<PAGE>


          of any payment of principal, any premium or interest on the Securities
          of such Series; and

                    (3) at any time during the  continuance of any such default,
          upon the written request of the Trustee,  forthwith pay to the Trustee
          all sums so held in trust by such Paying Agent.

          The  Company  or the  Guarantor  may at any time,  for the  purpose of
obtaining  the  satisfaction  and  discharge of this  Indenture or for any other
purpose, pay, or by Company Order or Guarantor Order, as the case may be, direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying  Agent,  such sums to be held by the Trustee  upon the same terms as
those upon which such sums were held by the Company or such Paying  Agent;  and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.

          Except as  otherwise  provided  herein or pursuant  hereto,  any money
deposited with the Trustee or any Paying Agent, or then held by the Company,  in
trust for the  payment of the  principal  of, any  premium  or  interest  on any
Security  of any  Series  and  remaining  unclaimed  for two  years  after  such
principal  or any such  premium or  interest  shall have  become due and payable
shall be paid to the Company by Company Order (or if deposited by the Guarantor,
paid to the  Guarantor  by  Guarantor  Order),  or (if then held by the Company)
shall be  discharged  from such  trust;  and the Holder of such  Security  shall
thereafter,  as an unsecured general  creditor,  look only to the Company or the
Guarantor,  as the case may be, for payment  thereof,  and all  liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee  thereof,  shall thereupon cease;  provided,  however,
that the Trustee or such Paying  Agent,  before being  required to make any such
repayment,  may at the expense of the Company cause to be published  once, in an
Authorized Newspaper in each place of payment for such Series or to be mailed to
Holders of Registered Securities of such Series, or both, notice that such money
remains unclaimed and that, after a date specified  therein,  which shall not be
less than 30 days from the date of such  publication  or mailing nor shall it be
later than two years after such principal and any premium or interest shall have
become due and payable,  any unclaimed balance of such money then remaining will
be repaid to the Company or the Guarantor, as the case may be.


                                       30
<PAGE>


          Section 4.06 Company and the  Guarantor to Furnish  Trustee  Names and
Addresses of Holders.  In accordance with Section 312(a) of the TIA, the Company
and the Guarantor shall furnish or cause to be furnished to the Trustee:

                    (1) semi-annually with respect to Securities of each Series,
          a list,  in  each  case in such  form as the  Trustee  may  reasonably
          require,  of the names and  addresses of Holders as of the  applicable
          date; and

                    (2) at such  other  times  as the  Trustee  may  request  in
          writing,  within  30 days  after the  receipt  by the  Company  or the
          Guarantor of any such  request,  a list of similar form and content as
          of a date  not  more  than 15 days  prior  to the  time  such  list is
          furnished;

provided,  however,  that so long as the Trustee is the Registrar,  no such list
shall be required to be furnished.

          Section 4.07 COMPANY  STATEMENT  AS TO  COMPLIANCE;  NOTICE OF CERTAIN
DEFAULTS.

          (a) The Company  shall  deliver to the Trustee,  within 120 days after
the end of each fiscal year, a written statement (which need not be contained in
or accompanied by an Officers'  Certificate)  signed by the principal  executive
officer,  the principal financial officer or the principal accounting officer of
the Company, stating that

                    (1) a review of the  activities  of the Company  during such
          year and of its  performance  under this Indenture has been made under
          his or her supervision, and

                    (2) to the  best  of his or her  knowledge,  based  on  such
          review,  (A) the  Company has  complied  with all the  conditions  and
          covenants imposed on it under this Indenture throughout such year, or,
          if there has been a default in the  fulfillment  of any such condition
          or covenant,  specifying each such default known to him or her and the
          nature  and  status  thereof,  and (B) no event  has  occurred  and is
          continuing  which is, or after  notice or lapse of time or both  would
          become, an Event of Default,  or, if such an event has occurred and is
          continuing, specifying each such event known to him and the nature and
          status thereof.

          (b) The Company shall  deliver to the Trustee,  within five days after
the  occurrence  thereof,  written  notice of any Event of  Default or any event
which after notice or lapse of time or both would become an Event of Default.


                                       31
<PAGE>


          Section 4.08 GUARANTOR  STATEMENT AS TO COMPLIANCE;  NOTICE OF CERTAIN
DEFAULTS.

          (a) The Guarantor shall deliver to the Trustee,  within 120 days after
the end of each fiscal year, a written statement (which need not be contained in
or accompanied by an Officers'  Certificate)  signed by the principal  executive
officer,  the principal financial officer or the principal accounting officer of
the Guarantor, stating that

                    (1) a review of the activities of the Guarantor  during such
          year and of  performance  under this Indenture has been made under his
          or her supervision, and

                    (2) to the  best  of his or her  knowledge,  based  on  such
          review,  (A) the Guarantor has complied with  conditions and covenants
          imposed on it under this Indenture  throughout such year, or, if there
          has  been a  default  in the  fulfillment  of any  such  condition  or
          covenant,  specifying  each such  default  known to him or her and the
          nature  and  status  thereof,  and (B) no event  has  occurred  and is
          continuing which  constitutes,  or which after notice or lapse of time
          or both would  become,  an Event of Default,  or, if such an event has
          occurred and is  continuing,  specifying  each such event known to him
          and the nature and status thereof.

          (b) The Guarantor shall deliver to the Trustee, within five days after
the occurrence thereof,  written notice of any event which after notice or lapse
of time or both would become an Event of Default.

          Section 4.09 MAINTENANCE OF PROPERTIES.  The Company will cause all of
its  material  properties  used or useful in the conduct of its  business or the
business of any Subsidiary to be maintained and kept in good  condition,  repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof,  all as in the  judgment of the Company  may be  necessary  so that the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times;  provided,  however,  that nothing in this Section shall
prevent the Company or any  Subsidiary  from selling or otherwise  disposing for
value (which value may include any tax  benefits or other  intangible  benefits)
any of its properties in the ordinary course of its business.

          Section 4.10  INSURANCE.  The Company will, and will cause each of its
Subsidiaries  to  maintain   insurance   covering  their  respective   insurable
properties  in such  amounts and  covering  such risks as is usually  carried by
companies of a similar size,  engaged in similar businesses in similar locations
and owning similar properties,  either


                                       32
<PAGE>


with  reputable  insurance  companies or, in whole or in part,  by  establishing
reserves of one or more insurance funds, either alone or with other corporations
or associations.

          Section 4.11 EXISTENCE.  Subject to Article 5, the Company shall do or
cause to be done all things  necessary  to  preserve  and keep in full force and
effect its corporate  existence and that of each Subsidiary and their respective
rights  (charter and  statutory) and  franchises;  provided,  however,  that the
foregoing shall not obligate the Company to preserve any such right or franchise
if the Company or any Subsidiary shall determine that the  preservation  thereof
is no longer  desirable  in the conduct of its  business or the business of such
Subsidiary  and that the loss  thereof is not  disadvantageous  in any  material
respect to any Holder.

          Section 4.12 PAYMENT OF TAXES AND OTHER  CLAIMS.  The Company will pay
or  discharge  or cause to be paid or  discharged,  before the same shall become
delinquent,  (1) all  taxes,  assessments  and  governmental  charges  levied or
imposed upon them or any  Subsidiary or upon the income,  profits or property of
the Company or any  Subsidiary,  and (2) all lawful claims for labor,  materials
and supplies which,  if unpaid,  might by law become a Lien upon the property of
the Company or any Subsidiary;  provided, however, that the Company shall not be
required to pay or  discharge  or cause to be paid or  discharged  any such tax,
assessment,  charge or claim whose  amount,  applicability  or validity is being
contested in good faith by appropriate proceedings.

          Section  4.13  WAIVER  OF  CERTAIN  COVENANTS.   The  Company  or  the
Guarantor,  as the case may be, may omit in any  particular  instance  to comply
with any term,  provision or condition set forth in Sections 4.03,  4.04,  4.09,
4.10,  4.11 or 4.12 with respect to the  Securities  of any Series if before the
time for such compliance the Holders of at least a majority in principal  amount
of the outstanding  Securities of such Series,  by Act of Holders,  either shall
waive such compliance in such instance or generally shall have waived compliance
with such term,  provision or  condition,  but no such waiver shall extend to or
affect  such term,  provision  or  condition  except to the extent so  expressly
waived,  and, until such waiver shall become  effective,  the obligations of the
Company and the  Guarantor  and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


                                   ARTICLE 5.

                         CONSOLIDATION, MERGER AND SALES

          Section 5.01 COMPANY MAY  CONSOLIDATE,  ETC.,  ONLY ON CERTAIN  TERMS.
Nothing  contained in this Indenture or in any of the  Securities  shall prevent
any  consolidation  or merger of the  Company  with or into any other  person or


                                       33
<PAGE>


persons   (whether  or  not   affiliated   with  the  Company),   or  successive
consolidations  or mergers in which  either the Company  will be the  continuing
entity  or the  Company  or its  successor  or  successors  shall  be a party or
parties,  or  shall  prevent  any  conveyance,  transfer  or  lease  of  all  or
substantially  all of the property of the Company,  to any other person (whether
or not affiliated with the Company); provided, however, that:

                    (1) in case the Company shall consolidate with or merge into
          another person or convey,  transfer or lease all or substantially  all
          of its properties and assets to any person,  the entity formed by such
          consolidation  or into which the Company is merged or the person which
          acquires  by  conveyance  or  transfer,   or  which  leases,   all  or
          substantially  all of the  properties of the Company shall be a person
          organized and existing under the laws of the United States of America,
          any state  thereof or the  District  of Columbia  and shall  expressly
          assume, by an indenture (or indentures,  if at such time there is more
          than one  Trustee)  supplemental  hereto,  executed  by the  successor
          person  and  the  Guarantor  and  delivered  to the  Trustee,  in form
          reasonably  satisfactory to the Trustee,  the due and punctual payment
          of the  principal  of, any premium and interest on all the  Securities
          and the  performance  of every  obligation  in this  Indenture and the
          outstanding  Securities  on the part of the Company to be performed or
          observed;

                    (2) immediately after giving effect to such transaction,  no
          Event of Default or event  which,  after  notice or lapse of time,  or
          both,  would  become an Event of Default,  shall have  occurred and be
          continuing; and

                    (3) either the Company or the  successor  person  shall have
          delivered  to the Trustee an Officers'  Certificate  and an Opinion of
          Counsel,  each stating that such  consolidation,  merger,  conveyance,
          transfer  or lease and,  if a  supplemental  indenture  is required in
          connection with such transaction,  such supplemental  indenture comply
          with this Article and that all conditions  precedent  herein  provided
          for relating to such transaction have been complied with.

          No such consolidation,  merger, conveyance, transfer or lease shall be
permitted  by this  Section  unless  prior  thereto  the  Guarantor  shall  have
delivered to the Trustee a Guarantor's  Officers'  Certificate and an Opinion of
Counsel, each stating that the Guarantor's obligations hereunder shall remain in
full force and effect thereafter.

          Section  5.02  SUCCESSOR  PERSON  SUBSTITUTED  FOR  COMPANY.  Upon any
consolidation by the Company with or merger of the Company into any other person
or  any  conveyance,  transfer  or  lease  of all  or  substantially  all of the
properties  and assets of the Company to any person in  accordance  with Section
5.01,  the  successor  person  formed by such  consolidation  or into  which the
Company is merged or to which such  conveyance,  transfer or lease is made shall
succeed to, and be  substituted  for, and


                                       34
<PAGE>


may exercise every right and power of, the Company under this Indenture with the
same effect as if such  successor  person had been named as the Company  herein;
and thereafter,  except in the case of a lease, the predecessor  person shall be
released  from all  obligations  and  covenants  under  this  Indenture  and the
Securities.

          Section 5.03 GUARANTOR MAY  CONSOLIDATE,  ETC., ONLY ON CERTAIN TERMS.
Nothing  contained in this Indenture or in any of the  Securities  shall prevent
any  consolidation  or merger of the Guarantor  with or into any other person or
persons   (whether  or  not  affiliated  with  the  Guarantor),   or  successive
consolidations  or mergers in which either the Guarantor  will be the continuing
entity or the  Guarantor  or its  successor  or  successors  shall be a party or
parties,  or  shall  prevent  any  conveyance,  transfer  or  lease  of  all  or
substantially all of the property of the Guarantor, to any other person (whether
or not affiliated with the Guarantor); provided, however, that:

                    (1) in case the Guarantor  shall  consolidate  with or merge
          into another person or convey,  transfer or lease all or substantially
          all of its properties  and assets to any person,  the entity formed by
          such consolidation or into which the Guarantor is merged or the person
          which  acquires by  conveyance or transfer,  or which  leases,  all or
          substantially  all of the properties and assets of the Guarantor shall
          be a person organized and existing under the laws of the United States
          of America,  any state  thereof or the  District of Columbia and shall
          expressly  assume,  by an indenture  (or  indentures,  if at such time
          there is more than one  Trustee)  supplemental  hereto,  executed  and
          delivered by the Company and the successor person and delivered to the
          Trustee,  in  form  reasonably   satisfactory  to  the  Trustee,   the
          obligation of the Guarantor under the Guarantee and the performance of
          every other covenant of this Indenture on the part of the Guarantor to
          be performed or observed;

                    (2) immediately after giving effect to such transaction,  no
          Event of Default and no event which,  after notice or lapse of time or
          both,  would  become an Event of Default,  shall have  happened and be
          continuing; and

                    (3)  each of the  Guarantor  and the  successor  person  has
          delivered to the Trustee a Guarantor's  Officers'  Certificate  and an
          Opinion of Counsel,  each  stating  that such  consolidation,  merger,
          conveyance,  transfer or lease and such supplemental  indenture comply
          with this Article and that all conditions  precedent  herein  provided
          for relating to such transaction have been complied with.

          Section 5.04 SUCCESSOR  PERSON  SUBSTITUTED  FOR  GUARANTOR.  Upon any
consolidation  or  merger  or  any  conveyance,  transfer  or  lease  of  all or
substantially all of the properties and assets of the Guarantor to any person in
accordance with Section 5.03, the successor person formed by such  consolidation
or into


                                       35
<PAGE>


which the Guarantor is merged or to which such conveyance,  transfer or lease is
made shall succeed to, and be substituted  for, and may exercise every right and
power of, the  Guarantor  under this  Indenture  with the same effect as if such
successor person had been named as the Guarantor herein, and thereafter,  except
in the  case of a lease to  another  person,  the  predecessor  person  shall be
released from all obligations and covenants under this Indenture.

          Section 5.05 ASSUMPTION BY GUARANTOR.  The Guarantor,  or a subsidiary
thereof  that  is a  corporation,  or any  other  person  that  owns  all of the
Company's  capital  stock or any person that owns all of the capital  stock of a
person that owns all of the Company's  capital stock may directly assume,  by an
indenture  supplemental  hereto,  executed and delivered to the Trustee, in form
reasonably  satisfactory  to the Trustee,  the due and  punctual  payment of the
principal  of, any premium  and  interest  on all the  Securities  of any or all
Series issued under this Indenture and the performance of every covenant of this
Indenture  on the part of the Company to be  performed  or  observed;  provided,
however,  that immediately  after giving effect to such assumption,  no Event of
Default and no event which,  after notice or lapse of time or both, would become
an Event of  Default,  shall  have  occurred  and be  continuing.  Upon any such
assumption,  the Guarantor or such subsidiary or such other person shall succeed
to,  and be  substituted  for and may  exercise  every  right and power of,  the
Company  under this  Indenture  with the same effect as if the Guarantor or such
subsidiary  had been  named  as the  Company  herein  and the  Company  shall be
released from all obligations and covenants with respect to such Securities.  No
such assumption shall be permitted unless the Guarantor or such other person has
delivered to the Trustee (i) an Officers' Certificate and an Opinion of Counsel,
each stating that such assumption and  supplemental  indenture  comply with this
Article,  and that all conditions precedent herein provided for relating to such
transaction  have been  complied  with and that, in the event of assumption by a
subsidiary  or another  person,  the  Guarantee  and all other  covenants of the
Guarantor  herein  remain  in full  force  and  effect  and (ii) an  opinion  of
independent  counsel that the Holders of guaranteed  Securities  (assuming  such
Holders  are  only  taxed as  residents  of the  United  States)  shall  have no
materially  adverse United States federal tax  consequences  as a result of such
assumption,  and that, if any  Securities  are then listed on the New York Stock
Exchange,  that  such  Securities  shall  not be  delisted  as a result  of such
assumption.


                                       36
<PAGE>

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

          Section  6.01  EVENTS OF DEFAULT.  An "Event of  Default"  occurs with
respect to the Securities of any Series if:

                    (a) the Company or the Guarantor  defaults in the payment of
          any  interest  on any  Securities  of such  Series,  and such  default
          continues for 30 days;

                    (b) the  Company  or the  Guarantor  defaults  in payment of
          principal of or premium, if any, on the Securities of such Series when
          the same become due at maturity,  upon  redemption,  by declaration or
          otherwise;

                    (c) the Company or the Guarantor  materially defaults in the
          performance or materially  breaches any of their respective  covenants
          or obligations under this Indenture, any supplemental indenture or the
          Securities  of  such  Series  and  such  material  default  or  breach
          continues  for a period  of 90 days  after  which the  Company  or the
          Guarantor  receives  written notice from the Trustee or the holders of
          at  least  25%  in  aggregate  principal  amount  of  the  outstanding
          Securities of such Series;

                    (d) the Company or the Guarantor  defaults in the payment of
          the  principal  of any  bond,  debenture,  note or other  evidence  of
          indebtedness,  in each case for money  borrowed,  or in the payment of
          principal  under any  mortgage,  indenture or  instrument  under which
          there may be issued or by which there may be secured or evidenced  any
          indebtedness  for  money  borrowed,   which  default  for  payment  of
          principal is in an aggregate  principal amount  exceeding  $25,000,000
          (or its  equivalent  in any other  currency or  currencies)  when such
          indebtedness  becomes  due and  payable  (whether  at  maturity,  upon
          redemption  or  acceleration  or  otherwise),  if such  default  shall
          continue unremedied or unwaived for more than 30 business days and the
          time for payment of such amount has not been expressly extended;

                    (e) the failure by the Company or the Guarantor generally to
          pay  each of  their  respective  debts  as  they  become  due,  or the
          admission in writing of the  inability of the Company or the Guarantor
          to pay each of their respective  debts  generally,  or the making of a
          general  assignment  for  the  benefit  of each  of  their  respective
          creditors,  or the  institution  of any  proceeding  by or against the
          Guarantor or the Company  (other than any proceeding  brought  against
          the Company or the Guarantor as applicable,  that is dismissed  within
          180 days from its  commencement)  seeking to adjudicate it bankrupt or
          insolvent,   or  seeking  liquidation,   winding  up,  reorganization,
          arrangement,  adjustment,  protection,


                                       37
<PAGE>


          relief or composition (in each case, other than a solvent liquidation,
          winding  up,  reorganization,   arrangement,  adjustment,  protection,
          relief or  composition)  of it or its debts under any law  relating to
          bankruptcy,  insolvency,  reorganization,   moratorium  or  relief  of
          debtors, or seeking the entry of an order for relief or appointment of
          an  administrator,  receiver,  trustee,  intervenor  or other  similar
          official for it or for any  substantial  part of its property,  or the
          taking of any action by the  Guarantor or the Company to authorize any
          of the actions set forth in this clause (e); and

                    (f) a material default in the performance or material breach
          by the  Guarantor  of any  covenant  or  obligation  of the  Guarantor
          contained in the Guarantee,  and continuance of such material  default
          or breach  for a period of 90 days  after  which  the  Company  or the
          Guarantor receive written notice from the Trustee or the holders of at
          least 25% in  aggregate  principal  amount of the  Securities  of such
          Series.

          Section 6.02 ACCELERATION.  If an Event of Default occurs with respect
to the Securities of any Series and is continuing, the Trustee, by notice to the
Company and the Guarantor, or the Holders of at least 25% in principal amount of
all of the outstanding  Securities of that Series, by notice to the Company, the
Guarantor,  and the Trustee, may declare the principal (or, if the Securities of
that  Series  are  Original  Issue  Discount  Securities,  such  portion  of the
principal  amount as may be  specified  in the terms of that  Series) of all the
Securities  of that Series to be due and payable.  Upon such  declaration,  such
principal (or, in the case of Original Issue Discount Securities, such specified
amount) shall be due and payable immediately. At any time after such declaration
of  acceleration  has been made,  but before a judgment or decree for payment of
money has been obtained, the Holders of a majority in principal amount of all of
the  Securities  of that Series,  by notice to the  Trustee,  may rescind such a
declaration  and its  consequences  if all existing  Events of Default have been
cured or waived  except  nonpayment of principal or interest that has become due
solely because of the  acceleration and such declaration of acceleration and its
consequences shall be automatically annulled and rescinded.

          Section 6.03 OTHER REMEDIES AVAILABLE TO TRUSTEE.

          (a) If an Event of Default occurs and is  continuing,  the Trustee may
pursue any  available  remedy to collect the payment of principal of or interest
on the Securities of the Series that is in default or to enforce the performance
of any provision of the Securities of that Series or this Indenture.

          (b) The Trustee may maintain a proceeding  even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission


                                       38
<PAGE>


by the Trustee or any  Securityholder in exercising any right or remedy accruing
upon an Event of Default  shall not impair the right or remedy or  constitute  a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

          Section 6.04 WAIVER OF EXISTING DEFAULTS. The Holders of a majority in
principal  amount of any Series of Securities by notice to the Trustee may waive
an existing Default with respect to that Series and its  consequences,  except a
Default in the payment of the principal of or interest on any Security.

          Section  6.05  CONTROL BY  MAJORITY.  The  Holders  of a  majority  in
principal  amount of the  Securities  of each  Series  affected  (with each such
Series voting as a class) may direct the time,  method,  and place of conducting
any proceeding  for any remedy  available to the Trustee or exercising any trust
or power  conferred  on it.  However,  the  Trustee  may  refuse to  follow  any
direction  that  conflicts  with law or this Indenture or that would involve the
Trustee in personal liability.

          Section 6.06 LIMITATION ON SUITS BY SECURITYHOLDERS.  A Securityholder
may not pursue a remedy with respect to this  Indenture or the Securities of any
Series unless:

                    (1) the Holder has previously  given to the Trustee  written
          notice of a continuing Event of Default with respect to the Securities
          of that Series;

                    (2) the Holders of not less than 25% in aggregate  principal
          amount of the  Securities  of that  Series  shall  have made a written
          request to the  Trustee  to  initiate  proceedings  in respect of such
          Event of Default in its own name as Trustee;

                    (3) the Holder or  Holders  offer to the  Trustee  indemnity
          satisfactory   to  the  Trustee   against  the  costs,   expenses  and
          liabilities to be incurred in compliance with such request;

                    (4) the  Trustee for 60 days after  receipt of such  notice,
          request  and offer of  indemnity,  has  failed to  institute  any such
          proceedings; and

                    (5) no  direction  inconsistent  with such  request has been
          given to the  Trustee  during  the 60-day  period by the  Holders of a
          majority  in  the  outstanding   aggregate  principal  amount  of  the
          Securities of that Series.

          A Securityholder of any Series may not use this Indenture to prejudice
the rights of another  Securityholder  of that Series or any other  Series or to
obtain a preference  or priority over another  Securityholder  of that Series or
any other Series.


                                       39
<PAGE>


          Section 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other  provision  of this  Indenture,  the right of any Holder of a Security  to
receive  payment or principal of and interest on the  Security,  on or after the
respective due dates expressed in the Security, and the right of any Holder of a
coupon to receive  payment of interest  due as provided  in such  coupon,  or to
bring suit for the enforcement of any such payment,  on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

          Section 6.08 COLLECTION  SUITS BY TRUSTEE.  If a Default  specified in
Section 6.01(a) or (b) occurs and continues for the period specified therein, if
any,  the  Trustee  may  recover  judgment  in its own name and as trustee of an
express  trust against the Company or the Guarantor for the whole amount of such
principal and interest then in default.

          Section  6.09  TRUSTEE MAY FILE PROOFS OF CLAIM.  The Trustee may file
such  proofs of claim  and other  papers or  documents  as may be  necessary  or
advisable  in order to have the claims of the  Trustee  and the  Securityholders
allowed in any judicial  proceedings  relating to the Company,  the Guarantor or
their creditors or property.

          Section 6.10 PRIORITIES. If the Trustee collects any money pursuant to
this Article, it shall pay out the money in the following order:

                    FIRST: to the Trustee for amounts due under Section 7.07;

                    SECOND:  to Holders of Securities in respect of which or for
          the benefit of which such money has been collected for amounts due and
          unpaid on such Securities for principal and interest, ratably, without
          preference  or priority of any kind,  according to the amounts due and
          payable on such  Securities for principal and interest,  respectively;
          and

                    THIRD: to the person or persons lawfully  entitled  thereto,
          or as a court of competent jurisdiction may direct.

          The  Trustee  may  fix a  record  date  (with  respect  to  Registered
Securities) and payment date for any such payment to Holders of Securities.

          Any such  record  date shall not be less than 10 days nor more than 60
days prior to the applicable payment date.

          Section 6.11 UNDERTAKING FOR COSTS. If any suit for the enforcement of
any right or remedy under this  Indenture or in any suit against the Trustee for
any action  taken or omitted by it as  Trustee,  a court in its  discretion  may
require the


                                       40
<PAGE>


filing by any party  litigant in the suit of an  undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable  attorneys' fees
against any party litigant in this suit having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07,
or a suit by Holders of more than 25% in principal  amount of the  Securities of
any Series.


                                   ARTICLE 7.

                                     TRUSTEE

          Section 7.01 DUTIES OF TRUSTEE.

          (a) If an Event of Default has occurred and is continuing, the Trustee
shall  exercise its rights,  duties and powers under this  Indenture and use the
same degree of care and skill in their  exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

          (b) Except during the continuance of an Event of Default:

                    (1) The  Trustee  need  perform  only those  duties that are
          specifically set forth in this Indenture,  and no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

                    (2) In the absence of bad faith on its part, the Trustee may
          conclusively  rely,  as  to  the  truth  of  the  statements  and  the
          correctness  of  the  opinions   expressed   therein,   upon  notices,
          certificates, opinions or other documents furnished to the Trustee and
          conforming to the requirements of this Indenture. However, the Trustee
          shall examine the notices,  certificates,  opinions or other documents
          to determine  whether or not they conform to the  requirements of this
          Indenture.

          (c)  The  Trustee  may  not be  relieved  from  liability  for its own
negligent  action,  its  own  negligent  failure  to  act,  or its  own  willful
misconduct, except that:

                    (1) This  paragraph  does not limit the effect of  paragraph
          (b) of this Section;

                    (2)  The  Trustee  shall  not be  liable  for any  error  of
          judgment  made in good faith by a  Responsible  Officer,  unless it is
          proved that the Trustee was  negligent in  ascertaining  the pertinent
          facts; and


                                       41
<PAGE>


                    (3) The  Trustee  shall not be liable  with  respect  to any
          action it takes or omits to take in good  faith in  accordance  with a
          direction received by it pursuant to Sections 6.04 and 6.05.

          (d) Every  provision of this  Indenture that in any way relates to the
Trustee is subject to paragraph (a), (b), and (c) of this Section.

          (e) The Trustee  may refuse to perform any duty or exercise  any right
or power  unless it  receives  indemnity  satisfactory  to it against  any loss,
liability, or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree with the Company or the  Guarantor.  Money
held in trust by the Trustee need not be  segregated  from other funds except to
the extent required by law.

          Section 7.02 RIGHTS OF TRUSTEE.

          (a) The Trustee may rely on any document  believed by it to be genuine
and to have been signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains  from  acting,  it may consult
with counsel or require an Officers'  Certificate or an Opinion of Counsel.  The
Trustee  shall  not be liable  for any  action it takes or omits to take in good
faith  in  reliance  on a  Board  Resolution,  the  written  advice  of  counsel
acceptable to the Company,  the Guarantor,  and the Trustee, a certificate of an
Officer  or  Officers  delivered  pursuant  to  Section  2.02(c),  an  Officers'
Certificate, or an Opinion of Counsel.

          (c) The Trustee may act  through  agents and shall not be  responsible
for the misconduct or negligence of any agent appointed with due care.

          (d) The  Trustee  shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

          (e) Except as otherwise  provided in Section  7.01,  the Trustee shall
not be liable for any action or omission of any Agent which is not the Trustee.

          Section  7.03  INDIVIDUAL  RIGHTS  OF  TRUSTEE.  The  Trustee  in  its
individual  or any other  capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company,  or one of its Affiliates with the same
rights it would have if it were not Trustee,  subject to Sections 7.10 and 7.11.
Any Agent may do the same with like rights.


                                       42
<PAGE>


          Section 7.04 TRUSTEE'S DISCLAIMER. The Trustee makes no representation
as to the  validity or  adequacy  of this  Indenture  or the  Securities  or the
Guarantees.  It shall not be  accountable  for the Company's use of the proceeds
from the  Securities or for monies paid over to the Company or by the Company to
any Holders or to any Paying Agent pursuant to the  Indenture,  and it shall not
be responsible for any statement in the Securities other than its certificate of
authentication.

          Section 7.05 NOTICE OF DEFAULTS. If a Default occurs and is continuing
with respect to the  Securities of any Series and if it is known to the Trustee,
the Trustee  shall mail to each Holder of a Security of that Series  entitled to
receive reports pursuant to TIA Sections 315(b) and 313(c) (and, if Unregistered
Securities of that Series are outstanding,  shall cause to be published at least
once in an  Authorized  Newspaper in the City of New York) notice of the Default
within 90 days  after it  occurs.  Except in the case of a Default in payment on
the Securities of any Series, the Trustee may withhold the notice if and so long
as its Corporate Trust  Committee or a committee of its Responsible  Officers in
good faith  determines  that  withholding  such  notice is in the  interests  of
Securityholders of that Series.

          Section 7.06 REPORTS BY TRUSTEE TO HOLDERS.

          (a) Within 60 days after each anniversary date of the first issue of a
Series of  Securities,  the Trustee  shall mail to each  Securityholder  of that
Series entitled to receive reports pursuant to TIA Section 313(c) a brief report
dated as of such date that  complies with TIA Section  313(a).  The Trustee also
shall comply with TIA Section 313(b).

          (b) At the time that it mails such a report to  Securityholders of any
Series,  the Trustee shall file a copy of that report with the SEC and with each
stock  exchange on which the  Securities of that Series are listed.  The Company
shall provide  written  notice to the Trustee when the  Securities of any Series
are listed on any stock exchange.

          Section 7.07 COMPENSATION AND INDEMNITY.

          (a) The Company and the  Guarantor  shall pay to the Trustee from time
to time reasonable  compensation  for its services.  The Trustee's  compensation
shall not be  limited  by any law on  compensation  of a trustee  of an  express
trust.  The Company and the Guarantor  shall  reimburse the Trustee upon request
for all reasonable  out-of-pocket expenses incurred by it in connection with the
performance of its duties under this Indenture.  Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

          (b) The Company and the Guarantor  shall indemnify the Trustee against
any loss or liability  incurred by it arising out of or in  connection  with its
acceptance or


                                       43
<PAGE>


administration  of the trust or trusts  hereunder.  The Trustee shall notify the
Company and the Guarantor promptly of any claim for which it may seek indemnity.
The Company and the  Guarantor  shall  defend the claim,  and the Trustee  shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
and the Guarantor  shall pay the  reasonable  fees and expenses of such counsel.
Neither the Company nor the Guarantor need pay for any  settlement  made without
its consent.

          (c) Neither the Company nor the Guarantor  need  reimburse any expense
or  indemnify  against any loss of  liability  incurred  by the Trustee  through
negligence or bad faith.

          (d) To secure the payment obligations of the Company and the Guarantor
pursuant to this Section,  the Trustee shall have a lien prior to the Securities
of any Series on all money or property held or collected by the Trustee,  except
that held in trust to pay principal  and interest on particular  Securities of a
Series.

          (e) If the Trustee incurs expenses or renders  services after an Event
of  Default  specified  in  Section  6.01(e)  occurs,   such  expenses  and  the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration under any bankruptcy law.

          Section 7.08 REPLACEMENT OF TRUSTEE.

          (a) The resignation or removal of the Trustee and the appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in this Section.

          (b) The  Trustee  may resign  with  respect to the  Securities  of any
Series by so notifying the Company and the Guarantor.  The Holders of a majority
in principal  amount of the Securities of any Series may remove the Trustee with
respect  to that  Series by so  notifying  the  Trustee,  the  Company,  and the
Guarantor  and may appoint a successor  Trustee for such Series with the consent
of the Company and the Guarantor.

          (c) The Company and the  Guarantor may remove the Trustee with respect
to Securities of any Series if:

                    (1) the Trustee fails to comply with Section 7.10;

                    (2) the Trustee is adjudged a bankrupt or an insolvent;

                    (3) a receiver or public officer takes charge of the Trustee
          or its property; or

                    (4) the Trustee becomes incapable of acting.


                                       44
<PAGE>


          In addition, the Company and the Guarantor may remove the Trustee with
respect  to  Securities  of any  Series  without  cause if the  Company  and the
Guarantor give written  notice to the Trustee of such proposed  removal at least
six months in advance of the proposed effective date of such removal;  provided,
however, that such removal shall not become effective if a Default exists on the
date of the giving of such  notice or occurs  prior to the date such  removal is
scheduled to become effective.

          (d) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason,  with respect to Securities of any Series, the
Company and the Guarantor  shall promptly  appoint a successor  Trustee for such
Series.

          (e) If a  successor  Trustee  with  respect to the  Securities  of any
Series does not take office within 30 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company, the Guarantor,  or the Holders of
a majority in principal  amount of the Securities of the  applicable  Series may
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.

          (f) If the Trustee with respect to the  Securities of any Series fails
to comply with Section 7.10, any  Securityholder  of the  applicable  Series may
petition any court of competent jurisdiction for the removal of such Trustee and
the appointment of a successor Trustee.

          (g) A successor  Trustee  shall  deliver a written  acceptance  of its
appointment to the retiring Trustee, the Guarantor, and the Company.  Thereupon,
the resignation or removal of the retiring  Trustee for any Series of Securities
shall become  effective,  and the  successor  Trustee shall have all the rights,
powers,  and  duties of the  retiring  Trustee  with  respect  to all  Series of
Securities for which the successor Trustee is to be acting as Trustee under this
Indenture.  The retiring Trustee shall promptly transfer all property held by it
as Trustee with respect to such Series of Securities  to the  successor  Trustee
subject to the lien provided for in Section 7.07.  The Company shall give notice
of each  appointment  of a  successor  Trustee for any Series of  Securities  by
publishing  notice of such event once in an Authorized  Newspaper in the City of
New York and by mailing written notice of such event by first-class  mail to the
Holders of Securities  of such Series  entitled to receive  reports  pursuant to
Section 4.02(c).

          (h) All  provisions of this Section 7.08 except  subparagraphs  (c)(1)
and (d) and the words  "subject  to the lien  provided  for in Section  7.07" in
subparagraph (g) shall apply also to any Paying Agent located outside the United
States and its possessions and required by Section 2.04.

          (i) In case of the appointment  hereunder of a successor  Trustee with
respect to the Securities of one or more (but not all) Series, the Company,  the
Guarantor,  the retiring  Trustee,  and such successor Trustee shall execute and
deliver a supplemental


                                       45
<PAGE>


indenture  wherein such  successor  Trustee shall accept such  appointment,  and
which (1) shall  contain such  provisions  as shall be necessary or desirable to
transfer and confirm to, and to vest in, such successor  Trustee all the rights,
powers,  trusts,  and  duties  of  the  retiring  Trustee  with  respect  to the
Securities of that or those Series to which the  appointment  of such  successor
Trustee relates; (2) if the retiring Trustee is not retiring with respect to all
Securities,  shall  contain  such  provisions  as shall be deemed  necessary  or
desirable  to  confirm  that all the  rights,  powers,  trusts and duties of the
retiring  Trustee with respect to the  Securities  of that or those Series as to
which the retiring  Trustee is not retiring  shall  continue to be vested in the
retiring  Trustee;  and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the  administration
of the trusts  hereunder  by more than one  Trustee,  it being  understood  that
nothing herein or in such supplemental  indenture shall constitute such Trustees
co-trustees  of the same trust and that each such Trustee  shall be trustee of a
trust or trusts hereunder  separate and apart from any trust or trusts hereunder
administered by any other such Trustee.

          Section 7.09 SUCCESSOR TRUSTEE,  AGENTS BY MERGER, ETC. If the Trustee
or any Agent  consolidates  with,  merges or converts  into, or transfers all or
substantially   all  of  its  corporate   trust  business   assets  to,  another
corporation,  the successor  corporation,  without any further act, shall be the
successor Trustee or Agent, as the case may be.

          Section  7.10  ELIGIBILITY;  DISQUALIFICATION.  This  Indenture  shall
always have a Trustee with respect to each Series of  Securities  who  satisfies
the requirements of TIA Section 310(a)(1).

          The Trustee  shall  always  have a combined  capital and surplus of at
least  $10,000,000  as set forth in its most recent  published  annual report of
condition.  The Trustee is subject to TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9), except that
there shall be excluded from the operation of TIA Section  310(b)(1) each Series
of Securities and all indentures of the Company, the Guarantor,  or any of their
Affiliates now or hereafter  existing which may be excluded under the proviso of
TIA Section 310(b)(1).

          Section 7.11  PREFERENTIAL  COLLECTION OF CLAIMS  AGAINST THE COMPANY.
The  Trustee  is  subject  to  TIA  Section   311(a),   excluding  any  creditor
relationship  listed in TIA Section  311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.



                                       46
<PAGE>

                                   ARTICLE 8.

                       DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.01 COMPANY'S AND GUARANTOR'S  OPTION TO EFFECT DEFEASANCE OR
COVENANT DEFEASANCE.

          The Company and the  Guarantor  may, at each of their  option by Board
Resolution,  with respect to the  Securities  of any  outstanding  Series in its
entirety or of all outstanding  Series issued under this Indenture elect to have
either  Section 8.02 or Section 8.03 be applied to all of the Securities of such
Series (the  "Defeased  Securities"),  upon  compliance  with the conditions set
forth below in this Article 8.

          Section 8.02 DEFEASANCE AND DISCHARGE.

          Upon the Company's or  Guarantor's  exercise under Section 8.01 of the
option applicable to this Section 8.02, the Company, the Guarantor and any other
obligor upon the Securities to be defeased, if any, shall be deemed to have been
discharged from its obligations  with respect to the Defeased  Securities on the
date the conditions set forth in Section 8.04 below are satisfied  (hereinafter,
"defeasance").  For this purpose,  such defeasance  means that the Company,  the
Guarantor  and any other  obligor upon the  Securities  to be defeased  shall be
deemed to have paid and discharged  the entire Debt  represented by the Defeased
Securities,  which shall thereafter be deemed to be  "outstanding"  only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
(a) and (b) below,  and to have satisfied all its other  obligations  under such
Securities and this Indenture  insofar as such Securities are concerned (and the
Trustee,  at the expense of the Company and upon the  Company's  request,  shall
execute proper  instruments  acknowledging  the same),  except for the following
which shall survive until otherwise terminated or discharged hereunder:  (a) the
rights of Holders of Defeased Securities to receive,  solely from the trust fund
described in Section 8.04 and as more fully set forth in such Section,  payments
in  respect  of the  principal  of,  premium,  if any,  and  interest  on,  such
Securities,  when such payments are due, (b) the  Company's and the  Guarantor's
obligations with respect to such Defeased  Securities under Sections 2.08, 2.09,
2.12 and 4.02,  (c) the rights,  powers,  trusts,  duties and  immunities of the
Trustee hereunder,  including,  without  limitation,  the Trustee's rights under
Section 7.07, and (d) this Article 8. Subject to compliance with this Article 8,
the Company or the Guarantor may exercise each of its options under this Section
8.02  notwithstanding  the prior  exercise of its option under Section 8.03 with
respect to the Securities to be defeased.

          Section 8.03 COVENANT DEFEASANCE.

          Upon the Company's or the  Guarantor's  exercise under Section 8.01 of
the option  applicable to this Section 8.03, the Company or the Guarantor  shall
be released


                                       47
<PAGE>


from its obligations under any covenant or provision contained or referred to in
Sections 4.03,  4.04, 4.07,  4.08,  4.09,  4.10, 4.11 and 4.12,  inclusive,  and
Article 5 hereof,  with respect to the Defeased Securities on and after the date
the  conditions  set forth in  Section  8.04 below are  satisfied  (hereinafter,
"covenant  defeasance "), and the Defeased Securities shall thereafter be deemed
to be not  "outstanding" for the purposes of any direction,  waiver,  consent or
declaration  or act  of  Holders  (and  the  consequences  of  any  thereof)  in
connection  with such covenants,  but shall continue to be deemed  "outstanding"
for all other purposes  hereunder.  For this purpose,  such covenant  defeasance
means  that,  with  respect  to the  Defeased  Securities,  the  Company  or the
Guarantor  may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly,  by reason of any reference  elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision  herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(c) but, except as specified above, the
remainder of this  Indenture  and such Defeased  Securities  shall be unaffected
thereby.

          Section 8.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
8.02 or Section 8.03 to the Defeased Securities:

          (a) The Company or the Guarantor shall  irrevocably  have deposited or
caused to be deposited  with the Trustee as trust funds in trust for the purpose
of making the  following  payments,  specifically  pledged as security  for, and
dedicated solely to, the benefit of the Holders of such Securities,  (i) cash in
U.S. dollars, (ii) U.S. Government Obligations,  or (iii) a combination thereof,
in such  amounts  (together  with  interest  to be paid  thereunder)  as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants or a nationally  recognized  investment  banking firm expressed in a
written  certification  thereof delivered to the Trustee,  to pay and discharge,
and which shall be applied by the Trustee to pay and  discharge,  the  principal
of,  premium,  if any, and interest on, the Defeased  Securities,  on the stated
date for payment thereof or on the applicable  redemption  date, as the case may
be, of such principal,  premium, if any, or interest on such Defeased Securities
if at or prior to electing to exercise  either its option  applicable to Section
8.02 or its option  applicable to Section 8.03, the Company or the Guarantor has
delivered to the Trustee an irrevocable notice of such defeasance, including the
date that such defeasance is to occur.

          For this purpose, "U S. Government  Obligations" means securities that
are (i)  direct  obligations  of the  United  States of  America  for the timely
payment of which its full faith and credit is pledged or (ii)  obligations  of a
person controlled or supervised by


                                       48
<PAGE>


and acting as an agency or  instrumentality  of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation  by the United  States of America,  which,  in either  case,  are not
callable  or  redeemable  at the  option of the issuer  thereof,  and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a) (2) of
the Securities Act), or trust company as custodian with respect to any such U.S.
Government  Obligation or a specific  payment of principal of or interest on any
such U.S.  Government  Obligation  held by such custodian for the account of the
holder of such  depositary  receipt,  provided  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder  of such  depositary  receipt  from any  amount  received  by the
custodian in respect of the U.S.  Government  Obligation or the specific payment
of principal of or interest on the U.S. Government  Obligation evidenced by such
depositary receipt.

          (b) The  Company  or the  Guarantor,  as the case may be,  shall  have
delivered to the Trustee an Opinion of Counsel in the United  States  reasonably
acceptable  to the Trustee  confirming  that (i) the Holders of the  outstanding
Securities to be defeased will not  recognize  income,  gain or loss for Federal
income tax  purposes as a result of such  deposit and will be subject to Federal
income tax on the same amounts, in the same manner and at the same time as would
have  been the case if such  deposit  had not  occurred,  which in the case of a
defeasance  under  Section  8.02 must be based on a change in law or a published
ruling by the United States Internal  Revenue Service and (ii) the deposit shall
not result in the Company or the Guarantor being deemed an "investment  company"
required to be registered under the Investment Company Act of 1940, as amended;

          (c) No Event of  Default,  or event which with notice or lapse of time
would  become an Event of Default  (including  by reason of such  deposit)  with
respect to the  Securities  shall have occurred and be continuing on the date of
such  deposit,  and with  respect to an election  under  Section 8.02 insofar as
Section 6.01(e) is concerned,  at any time during the period ending on the 181st
day after the date of deposit (it being understood that this condition shall not
be deemed satisfied until the expiration of such period);

          (d) Such  defeasance  or  covenant  defeasance  shall not  result in a
breach or violation of, or  constitute a Default  under,  this  Indenture or any
other material  agreement or instrument to which the Company or the Guarantor is
a party or by which it is bound; and

          (e) The  Company  or the  Guarantor,  as the case may be,  shall  have
delivered to the Trustee an Offers'  Certificate as to the  compliance  with all
conditions  precedent provided for in the Indenture relating to the satisfaction
and discharge of the Securities to be defeased.


                                       49
<PAGE>


          Opinions of Counsel  required to be delivered under this Section shall
be in form and  substance  reasonably  satisfactory  to the Trustee and may have
qualifications   customary  for  opinions  of  the  type  required  and  counsel
delivering such opinions may rely on certificates of the Company,  the Guarantor
or government or other  officials  customary for opinions of the type  required,
which  certificates  shall be  limited as to  matters  of fact,  including  that
various financial covenants have been complied with.

          Section 8.05  DEPOSITED  MONEY AND U.S.  GOVERNMENT  OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to the provisions of Section 4.05,  all U.S.  dollars and U.S.
Government  Obligations  (including  the proceeds  thereof)  deposited  with the
Trustee pursuant to Section 8.04, in respect of the Defeased Securities shall be
held in trust and applied by the Trustee,  in accordance  with the provisions of
such Securities and this Indenture,  to the payment,  either directly or through
any Paying Agent (excluding the Company,  the Guarantor or any of its Affiliates
acting as Paying Agent),  as the Trustee may  determine,  to the Holders of such
Securities  of all sums due and to become due  thereon in respect of  principal,
premium, if any, and interest,  but such money need not be segregated from other
funds except to the extent required by law.

          The  Company and the  Guarantor  shall pay and  indemnify  the Trustee
against any tax,  fee or other  charge  imposed on or assessed  against the U.S.
Government  Obligations  deposited pursuant to Section 8.04 or the principal and
interest  received  in respect  thereof  other  than any such tax,  fee or other
charge  which by law is  imposed,  assessed or for the account of the Holders of
the Defeased Securities.

          Anything  in  this  Article  8 to the  contrary  notwithstanding,  the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any U.S. dollars or U.S.  Government  Obligations held by it as provided
in Section  8.04  which,  in the  opinion  of a  nationally  recognized  firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.

          Section 8.06 REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any U.S.  dollars or
U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case
may be,  by  reason  of any  order or  judgment  of any  court  or  governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the  Company's  and the  Guarantor's  obligations  under this  Indenture and the
Securities shall be revived and reinstated, with present and prospective effect,
as though no deposit had occurred


                                       50
<PAGE>


pursuant  to Section  8.02 or 8.03,  as the case may be,  until such time as the
Trustee  or Paying  Agent is  permitted  to apply all such U.S.  dollars or U.S.
Government  Obligations in accordance with Section 8.02 or 8.03, as the case may
be; provided, however, that if the Company or the Guarantor makes any payment to
the Trustee or Paying Agent of principal of, premium, if any, or interest on any
Security  following the reinstatement of its obligations,  the Trustee or Paying
Agent shall  promptly pay any such amount to the Holders of the  Securities  and
the Company or the Guarantor shall be subrogated to the rights of the Holders of
such  Securities  to  receive  such  payment  from  the  U.S.  dollars  and U.S.
Government Obligations held by the Trustee or Paying Agent.


                                   ARTICLE 9.

                 AMENDMENTS AND WAIVERS; SUPPLEMENTAL INDENTURES

          Section 9.01 WITHOUT CONSENT OF HOLDERS.  The Company (when authorized
pursuant to a Board Resolution),  the Guarantor,  (when authorized pursuant to a
Board  Resolution),  and the  Trustee  may enter  into one or more  supplemental
indentures  without  consent  of any  Securityholder  for  any of the  following
purposes:

                    (1) to cure any ambiguity,  defect, or inconsistency herein,
          in any supplemental  indenture,  in the Securities of any Series or in
          the Guarantees;

                    (2) to comply with Article 5;

                    (3) to make any change  that does not  adversely  affect the
          rights of any Holder of Securities;

                    (4) to add to the rights of Holders of any Securities;

                    (5) to secure the Securities pursuant to Section 4.03.

                    (6) to  evidence  the  succession  of another  person to the
          Company or the Guarantor,  and the assumption by any such successor of
          the  covenants  of the Company or the  Guarantor,  as the case may be,
          contained herein and in the Securities; or

                    (7) to  establish  the form or terms  of  Securities  of any
          Series; or

                    (8)  to  evidence   and  provide  for  the   acceptance   of
          appointment  hereunder  by a  successor  Trustee  with  respect to the
          Securities  of one or more  Series  and to add to or change any of the
          provisions  of this  Indenture as shall be


                                       51
<PAGE>

          necessary  to provide  for or  facilitate  the  administration  of the
          trusts hereunder by more than one Trustee; or

                    (9) to supplement any of the provisions of this Indenture to
          such  extent  as  shall be  necessary  to  permit  or  facilitate  the
          defeasance  and discharge of any Series of  Securities,  provided that
          any such action shall not adversely affect the interests of any Holder
          of a Security  of such Series or any other  Security  in any  material
          respect.

          Section 9.02 WITH CONSENT OF HOLDERS.

          (a) With the written consent of the Holders of a majority in principal
amount  of  the   outstanding   Securities  of  each  Series  affected  by  such
supplemental  indenture (with each Series voting as a class),  by Act of Holders
delivered to the Company,  the  Guarantor  and the  Trustee,  the Company  (when
authorized  pursuant to a Board  Resolution),  the  Guarantor  (when  authorized
pursuant to a Board  Resolution),  and the Trustee may enter into a supplemental
indenture to add any  provisions to or to change or eliminate any  provisions of
this Indenture or of any  supplemental  indenture or to modify,  in each case in
any manner not covered by Section  9.01,  the rights of the  Securityholders  of
each  such  Series.  The  Holders  of a  majority  in  principal  amount  of the
outstanding  Securities of each Series affected by such waiver (with each Series
voting  as a  class),  by notice to the  Trustee,  may waive  compliance  by the
Company or the Guarantor with any provision of this Indenture,  any supplemental
indenture, or the Securities of any such Series. However, without the consent of
each Securityholder affected, an amendment or waiver may not:

                    (1) reduce  the  amount of  Securities  whose  Holders  must
          consent to an amendment or waiver;

                    (2)  change  the rate of or change  the time for  payment of
          interest on any Security;

                    (3) change the principal of or change the fixed  maturity of
          any Security;

                    (4) waive a Default  in the  payment  of the  principal  of,
          premium, if any, or interest on any Security;

                    (5) make any  Security  payable in currency  other than that
          stated in the Security;

                    (6) make any change in Section 6.04, 6.07, or 9.02;


                                       52
<PAGE>


                    (7) impair the right to institute  suit for the  enforcement
          of any payment on or after the stated  maturity of such payment or, in
          the case of redemption, on or after the redemption date;

                    (8)  modify or effect in any manner  adverse to the  Holders
          the  terms and  conditions  of the  obligations  of the  Guarantor  in
          respect  of the due and  punctual  payments  of  principal  of, or any
          premium  or  interest  on or  any  sinking  fund  requirements  of any
          Securities.

          A supplemental  indenture  which changes or eliminates any covenant or
other provision of this Indenture  which shall have been included  expressly and
solely for the benefit of one or more particular Series of Securities,  or which
modifies the rights of the Holders of  Securities of such Series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other Series.

          (b)  It  is  not   necessary   under   this   Section   9.02  for  the
Securityholders  to consent to the particular form of any proposed  supplemental
indenture, but it is sufficient if they consent to the substance thereof.

          (c) Promptly after the execution by the Company,  the  Guarantor,  and
the Trustee of any  supplemental  indenture  pursuant to the  provisions of this
Section  9.02,  the Company  shall  transmit by mail a notice,  setting forth in
general terms the substance of such  supplemental  indenture,  to all Holders of
Registered Securities,  as the names and addresses of such Holders appear on the
register  for each Series of  Securities,  and to such  Holders of  Unregistered
Securities as are entitled to receive  reports  pursuant to TIA Section  313(c).
Any failure of the Company to mail such  notice,  or any defect  therein,  shall
not, however,  in any way impair or affect the validity of any such supplemental
indenture.

          Section 9.03 EXECUTION OF SUPPLEMENTAL  INDENTURES.  As a condition to
executing,  or accepting  the  additional  trusts  created by, any  supplemental
indenture  permitted by this Article or the  modifications  thereby of the trust
created by this  Indenture,  the  Trustee  shall be  entitled  to  receive,  and
(subject to Section 315 of the TIA) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

          Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of


                                       53
<PAGE>


this Indenture for all purposes;  and every Holder of a Security  theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

          Section  9.05  REFERENCE IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.
Securities of any Series  authenticated and delivered after the execution of any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new  Securities  of any Series so modified as to conform,  in the opinion of the
Trustee, the Company and the Guarantor to any such supplemental indenture may be
prepared  and  executed  by  the  Company,   guaranteed  by  the  Guarantor  and
authenticated   and  delivered  by  the  Trustee  in  exchange  for  outstanding
Securities of such Series.

          Section 9.06  COMPLIANCE  WITH TRUST INDENTURE ACT. Every amendment to
this Indenture or the Securities of one or more previously  created Series shall
be set forth in a  supplemental  indenture that complies with the TIA as then in
effect.

          Section 9.07 REVOCATION AND EFFECT OF CONSENTS.  Until an amendment or
waiver  becomes  effective,  a  consent  to it by a Holder  of a  Security  is a
continuing  consent by the Holder and every  subsequent  Holder of a Security or
portion of a Security that  evidences the same debt as the  consenting  Holder's
Security even if a notation of the consent is not made on any Security. However,
any such Holder or  subsequent  Holder may revoke the consent as to his Security
or  portion  of his  Security  if the  Trustee  receives  a  written  notice  of
revocation before the date the amendment or waiver becomes  effective.  After an
amendment or waiver becomes  effective,  it shall bind every  Securityholder  of
each Series affected by such amendment or wavier.

          Section 9.08 NOTATION ON OR EXCHANGE OF SECURITIES.  The Trustee shall
place an  appropriate  notation  about an amendment or waiver on any Security of
any Series thereafter authenticated.  The Company, in exchange for Securities of
that  Series may issue,  the  Guarantor  may  guarantee  and the  Trustee  shall
authenticate new Securities of that Series that reflect the amendment or waiver.

          Section  9.09  TRUSTEE  PROTECTED.  The  Trustee  need  not  sign  any
supplemental indenture that adversely affects its rights or obligations.



                                       54
<PAGE>

                                   ARTICLE 10.

                                  MISCELLANEOUS

          Section 10.01 TRUST  INDENTURE ACT CONTROLS.  If any provision of this
Indenture  limits,  qualifies or conflicts with a provision which is required to
be included in this Indenture by the TIA, the required provision shall control.

          Section 10.02 ACTS OF HOLDERS.

          (a) Any request, demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby  expressly  required,  to the Company and
the Guarantor.  Such instrument or instruments  (and the action embodied therein
and  evidenced  thereby)  are herein  sometimes  referred to as the "Act" of the
Holders signing such  instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this  Indenture and  conclusive in favor of the Trustee,  the Company
and the Guarantor, if made in the manner provided in this Section.

          (b) The ownership of Securities shall be proved by the Registrar.

          (c) Any request, demand,  authorization,  direction,  notice, consent,
waiver or other Act by the Holder of any Security shall bind every future Holder
of the same  Security or the Holder of every  Security  issued upon the transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything done,
suffered or omitted to be done by the Trustee,  any Paying  Agent,  the Company,
the  Guarantor or any other obligor of the  Securities in the reliance  thereon,
whether or not notation of such action is made upon such Security.

          (d) The fact  and  date of the  execution  by any  person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is by a  signer  acting  in a  capacity  other  than  his  individual
capacity,  such certificates or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the person  executing the same, may also be proved
in any other manner which the Trustee deems sufficient.


                                       55
<PAGE>


          (e) If the Company or the Guarantor shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the  Company or the  Guarantor  may,  at its  option,  by or pursuant to a Board
Resolution,  fix in advance a record date for the  determination of such Holders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other Act, but the Company and the  Guarantor  shall have no
obligation to do so. Notwithstanding  Section 316(c) of the TIA, any such record
date shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not more than 30 days prior to the first  solicitation  of
Holders generally in connection  therewith and no later than the date such first
solicitation is completed.

          If such a record date is fixed, such request,  demand,  authorization,
direction, notice consent, waiver or other Act may be given before or after such
record  date,  but only the  Holders of record at the close of  business on such
record date shall be deemed to be Holders for  purposes of  determining  whether
Holders  of  the  requisite  proportion  of  Securities  than  outstanding  have
authorized  or agreed  or  consented  to such  request,  demand,  authorization,
direction,  notice,  consent,  waiver or other  Act,  and for this  purpose  the
Securities then outstanding  shall be computed as of such record date;  provided
that no such request, demand, authorization,  direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after such record date.

          (f) For the  purposes  of this  Indenture,  any action by the  Holders
which may be taken in writing may be taken by  electronic  means or as otherwise
reasonably acceptable to the Trustee.

          Section 10.03 NOTICES.

          (a) Any notice or communication by the Company, the Guarantor,  or the
Trustee  is duly  given if in  writing  and  delivered  in  person  or mailed by
certified mail:

          if to the Company to:

          Alliant Energy Resources, Inc.
          222 West Washington Avenue
          Madison, Wisconsin 53703
          Attention:  Corporate Secretary


                                       56
<PAGE>


          if to the Guarantor to:

          Alliant Energy Corporation
          222 West Washington Avenue
          Madison, Wisconsin 53703
          Attention:  Corporate Secretary

          if to the Trustee to:

          Firstar Bank, N.A.
          1555 North RiverCenter Drive, Suite 301
          Milwaukee, Wisconsin  53212
          Attention:  Corporate Trust Department

          (b) The Company, the Guarantor, or the Trustee by notice to the others
may  designate  additional  or different  addresses  for  subsequent  notices or
communications.

          (c) Any notice or communication  to Holders of Securities  entitled to
receive  reports  pursuant to TIA Section  313(c) shall be mailed by first-class
mail to the addresses for Holders of Registered Securities shown on the register
kept by the Registrar and to addresses filed with the Trustee for other Holders.
Failure to so mail a notice or  communication  or any  defect in such  notice or
communication  shall not affect its sufficiency with respect to other Holders of
Securities of that or any other Series entitled to receive notice.

          (d) If a notice of  communication  is mailed  in the  manner  provided
above within the time prescribed,  it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

          (e) If the Company or the Guarantor mails a notice or communication to
Securityholders,  it shall mail a copy to the  Trustee  and to each Agent at the
same time.

          (f) If it shall be  impractical  in the  opinion of the  Trustee,  the
Guarantor,  or the Company to make any publication of any notice required hereby
in an  Authorized  Newspaper,  any  publication  or other notice in lieu thereof
which is made or given with the  approval  of the  Trustee  shall  constitute  a
sufficient publication of such notice.

          Section   10.04   COMMUNICATION   BY  HOLDERS   WITH  OTHER   HOLDERS.
Securityholders of any Series may communicate  pursuant to Section 312(b) of the
TIA with other  Securityholders  of that Series or of all Series with respect to
their rights under this  Indenture or under the  Securities of that Series or of
all Series. The


                                       57
<PAGE>


Company, the Guarantor,  the Trustee, the Registrar,  and anyone else shall have
the protection of Section 312(c) of the TIA.

          Section 10.05 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or  application  by the Company or the  Guarantor  to the Trustee to
take any action under this Indenture, the Company or the Guarantor shall furnish
to the Trustee:

                    (1) an Officers' Certificate stating that, in the opinion of
          the signers,  all conditions  precedent,  if any, provided for in this
          Indenture relating to the proposed action have been complied with; and

                    (2) an Opinion of Counsel  stating  that,  in the opinion of
          such counsel, all such conditions precedent have been complied with.

          Section 10.06  STATEMENTS  REQUIRED IN  CERTIFICATE  OR OPINION.  Each
certificate  or opinion with respect to compliance  with a condition or covenant
provided for in this Indenture shall include:

                    (1) a statement  that the person making such  certificate or
          opinion has read such covenant or condition;

                    (2) a brief  statement  as to the  nature  and  scope of the
          examination  or  investigation  upon which the  statements or opinions
          contained in such certificate or opinion are based;

                    (3) a statement that, in the opinion of such person,  he has
          made such  examination or  investigation as is necessary to enable him
          to express an informed  opinion as to whether or not such  covenant or
          condition has been complied with; and

                    (4) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with.

          Section  10.07  RULES BY TRUSTEE  AND  AGENTS.  The  Trustee  may make
reasonable rules for action by or at a meeting of Securityholders of one or more
Series.  The  Paying  Agent or  Registrar  may  make  reasonable  rules  and set
reasonable requirements for its functions.

          Section 10.08 LEGAL  HOLIDAYS.  Except as may otherwise be provided in
the form of Securities of any  particular  Series  pursuant to the provisions of
this  Indenture,  a "Legal  Holiday"  is a Saturday,  Sunday,  or a day on which
banking  institutions  are not required to be open. If a payment date is a Legal
Holiday  at a place of


                                       58
<PAGE>


payment,  payment may be made at such place on the next  succeeding  day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

          Section 10.09  GOVERNING LAW. The laws of the State of Wisconsin shall
govern this Indenture, the Securities, and any coupons appertaining thereto.

          Section  10.10 NO ADVERSE  INTERPRETATION  OF OTHER  AGREEMENTS.  This
Indenture  may  not be  used  to  interpret  another  indenture,  loan,  or debt
agreement of the Company or the Guarantor or any Affiliate of either of them. No
such indenture, loan, or debt agreement may be used to interpret this Indenture.

          Section  10.11 NO  RECOURSE  AGAINST  OTHERS.  No  director,  officer,
employee,  or  stockholder,  as such, of the Company or the Guarantor shall have
any liability  for any  obligations  of the Company or the  Guarantor  under the
Securities  or the  Indenture  or for any claim  based on, in respect  of, or by
reason of, such obligations or their creation.  Each Securityholder by accepting
a Security  waives and releases all such  liability.  The waiver and release are
part of the consideration for the issue of the Securities.

          Section  10.12  EXECUTION  IN  COUNTERPARTS.  This  Indenture  may  be
executed in any number of counterparts,  each of which shall be an original, but
such counterparts shall together constitute but one instrument.

          Section 10.13  CURRENCIES.  Except as may otherwise be provided in the
form of Securities of any particular  Series  pursuant to the provisions of this
Indenture,  all  references in this Indenture or in the Securities to "dollars,"
"$," or any similar  reference  shall be to the currency of the United States of
America.


                                   ARTICLE 11.

                       REPAYMENT AT THE OPTION OF HOLDERS

          Section 11.01 APPLICABILITY OF ARTICLE. Securities of any Series which
are repayable at the option of the Holders  thereof before their stated maturity
shall be repaid in accordance with the terms of the Securities of such Series.



           [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]



                                       59
<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Indenture to
be duly executed,  and their respective  corporate seals, if any, to be hereunto
affixed and attested, all as of the day and year first above written.

                                          ALLIANT ENERGY RESOURCES, INC.



                                          By: /s/ Edward M. Gleason
                                              ----------------------------------
                                              Name:  Edward M. Gleason
                                              Title  Vice President - Treasuer
                                                     and Corporate Secretary



                                          ALLIANT ENERGY CORPORATION,
                                          as Guarantor



                                          By: /s/ Edward M. Gleason
                                              ----------------------------------
                                              Name:  Edward M. Gleason
                                              Title: Vice President - Treasuer
                                                     and Corporate Secretary



                                          FIRSTAR BANK, N.A.,
                                          as Trustee



                                          By: /s/ Pamela Warner
                                              ----------------------------------
                                              Name:  Pamela Warner
                                              Title: Assistant Vice President

                                          Attested by /s/ Yvonne Siira
                                                      Yvonne Sira
                                                      Assistant Secretary



                                       60