Execution Copy

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                         ALLIANT ENERGY RESOURCES, INC.


                            (a Wisconsin corporation)


                          7 3/8% SENIOR NOTES DUE 2009





                    UNCONDITIONALLY GUARANTEED AS TO PAYMENT
                 OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                           ALLIANT ENERGY CORPORATION
                            (A Wisconsin Corporation)





                               PURCHASE AGREEMENT




Dated:  November 4, 1999



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<PAGE>

                                Table of Contents

                                                                            Page
                                                                            ----

SECTION 1.  Representations and Warranties by the Company and the Parent.......3
      (a)  Representations and Warranties......................................3
      (i) Offering Memorandum..................................................3
      (ii) Incorporated Documents..............................................3
      (iii) Independent Accountants............................................4
      (iv) Financial Statements................................................4
      (v) No Material Adverse Change in Business...............................4
      (vi) Good Standing of the Company and the Parent.........................5
      (vii) Good Standing of Designated Subsidiaries...........................5
      (viii) Capitalization....................................................5
      (ix) Authorization of Agreement..........................................6
      (x) Authorization of the Indenture.......................................6
      (xi) Authorization of the Supplemental Indenture.........................6
      (xii)  Authorization of the Registration Rights Agreement................7
      (xiii) Authorization of the Securities...................................7
      (xiv) Description of the Securities and the Indenture....................7
      (xv) Absence of Defaults and Conflicts...................................7
      (xvi) Absence of Labor Dispute...........................................8
      (xvii) Absence of Proceedings............................................8
      (xviii) Absence of Further Requirements..................................9
      (xix) Possession of Licenses and Permits.................................9
      (xx) Title to Property..................................................10
      (xxi) Environmental Laws................................................10
      (xxii) Investment Company Act...........................................11
      (xxiii) Similar Offerings...............................................11
      (xxiv) Rule 144A Eligibility............................................11
      (xxv) No General Solicitation...........................................11
      (xxvi) No Registration Required.........................................11
      (xxvii) Reporting Company...............................................11
      (b) Officer's Certificates..............................................12

SECTION 2.  Sale and Delivery to Initial Purchasers; Closing..................12
      (a)  Securities.........................................................12
      (b)  Payment............................................................12
      (c)  Denominations; Registration........................................12


                                       i
<PAGE>
                                                                            Page
                                                                            ----

SECTION 3.  Covenants of the Company and the Parent...........................13
      (a)  Offering Memorandum................................................13
      (b)  Notice and Effect of Material Events...............................13
      (c)  Amendment to Offering Memorandum and Supplements...................13
      (d)  Qualification of Securities for Offer and Sale]....................14
      (e)  Rating of Securities...............................................14
      (f)  DTC................................................................14
      (g)  Use of Proceeds....................................................14
      (h)  Restriction on Sale of Securities..................................14
      (i)  Filing of Registration Statement...................................14

SECTION 4.  Payment of Expenses...............................................15
      (a)  Expenses...........................................................15
      (b)  Termination of Agreement...........................................16

SECTION 5.  Conditions of Initial Purchasers'Obligations......................16
      (a)  Opinion of Counsel for Company and the Parent......................16
      (b)  Opinion of Counsel for Initial Purchasers..........................16
      (c)  Officers'Certificate...............................................17
      (d)  Accountants'Comfort Letter.........................................17
      (e)  Bring-down Comfort Letter..........................................17
      (f)  Maintenance of Rating..............................................17
      (g)  Additional Documents...............................................18
      (h)  Termination of Agreement...........................................18

SECTION 6.  Subsequent Offers and Resales of the Securities...................18
      (a)  Offer and Sale Procedures..........................................18
      (i) Offers and Sales only to Qualified Institutional Buyers or
                          Institutional Accredited Investors..................18
      (ii) No General Solicitation............................................18
      (iii) Purchases by Non-Bank Fiduciaries.................................19
      (iv) Subsequent Purchaser Notification..................................19
      (v) Minimum Principal Amount............................................19
      (vi) Restrictions on Transfer...........................................19
      (vii) Delivery of Offering Memorandum...................................19
      (b)  Covenants of the Company and the Parent............................20
      (i) Integration.........................................................20
      (ii) Rule 144A Information..............................................20
      (iii) Restriction on Repurchases........................................20
      (c)  Qualified Institutional Buyer......................................20


                                       ii
<PAGE>
                                                                            Page
                                                                            ----

SECTION 7.  Indemnification...................................................20
      (a)  Indemnification of Initial Purchasers..............................20
      (b)  Indemnification of Company and Parent..............................21
      (c)  Actions against Parties; Notification..............................21
      (d)  Settlement without Consent if Failure to Reimburse.................22

SECTION 8.  Contribution......................................................23

SECTION 9.  Representations, Warranties and Agreements to Survive Delivery....24

SECTION 10.  Termination of Agreement.........................................24
      (a)  Termination; General...............................................24
      (b)  Liabilities........................................................25

SECTION 11.  Default by One or More of the Initial Purchasers.................25

SECTION 12.  Notices..........................................................26

SECTION 13.  Parties..........................................................26

SECTION 14.  Governing Law And Time...........................................26

SECTION 15.  Effect of Headings...............................................26


SCHEDULES

      Schedule A - List of Initial Purchasers............................Sch A-1
      Schedule B - Pricing Information...................................Sch B-1
      Schedule C - List of Subsidiaries..................................Sch C-1


EXHIBITS

      Exhibit A - Form of Opinion of Company's Counsel.......................A-1
      Exhibit B - Form of Opinion of Parent's Counsel........................B-1


                                      iii
<PAGE>

                         ALLIANT ENERGY RESOURCES, INC.
                            (a Wisconsin corporation)

                                  $250,000,000
                          7 3/8% SENIOR NOTES DUE 2009

                    UNCONDITIONALLY GUARANTEED AS TO PAYMENT
                 OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                           ALLIANT ENERGY CORPORATION
                            (A WISCONSIN CORPORATION)



                               PURCHASE AGREEMENT


                                                                November 4, 1999

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
         as Representative of the several Initial Purchasers
c/o      Merrill Lynch & Co.
         Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281

Ladies and Gentlemen:

     Alliant Energy  Resources,  Inc., a Wisconsin  corporation (the "Company"),
and Alliant Energy Corporation, a Wisconsin corporation (the "Parent"),  confirm
their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce,  Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in
Schedule A hereto (collectively, the "Initial Purchasers," which term shall also
include any initial purchaser  substituted as hereinafter provided in Section 11
hereof),  for whom Merrill Lynch is acting as Representative  (in such capacity,
the "Representative"), with respect to the issue and sale by the Company and the
purchase by the Initial  Purchasers,  acting  severally and not jointly,  of the
respective  principal  amounts  set  forth in said  Schedule  A of  $250,000,000
aggregate  principal  amount of the  Company's 7 3/8% Senior Notes due 2009 (the
"Securities").  The Securities will be unconditionally  guaranteed as to payment
of  principal,  premium,  if any,  and interest by the Parent and will be issued
pursuant to an indenture dated as of November 4, 1999 (the "Indenture")  between
the Company, the Parent and Firstar Bank, N.A., as trustee (the "Trustee").  The
term  "Indenture,"  as used herein,  includes the First  Supplemental  Indenture
dated as of November 4, 1999 (the  "Supplemental  Indenture")  establishing  the
form and terms of the  Securities  pursuant  to Section  2.02 of the  Indenture.
Securities  issued in book-entry form will be

<PAGE>

issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
to a letter agreement, to be dated as of the Closing Time (as defined in Section
2(b)) (the "DTC Agreement"), among the Company, the Trustee and DTC.

     The  Company  understands  that the Initial  Purchasers  propose to make an
offering of the  Securities  on the terms and in the manner set forth herein and
agrees that the Initial  Purchasers  may resell,  subject to the  conditions set
forth herein,  all or a portion of the  Securities  to  purchasers  ("Subsequent
Purchasers")  at any time after this  Agreement has been executed and delivered.
The Securities are to be offered and sold through the Initial Purchasers without
being  registered under the Securities Act of 1933, as amended (the "1933 Act"),
in reliance upon exemptions  therefrom.  Pursuant to the terms of the Securities
and the  Indenture,  investors  that  acquire  Securities  may  only  resell  or
otherwise  transfer such Securities if such Securities are hereafter  registered
under the 1933 Act or if an exemption from the registration  requirements of the
1933 Act is  available  (including  the  exemption  afforded by Rule 144A ("Rule
144A")  of the  rules  and  regulations  promulgated  under  the 1933 Act by the
Securities and Exchange  Commission (the  "Commission")  and the exemption under
Regulation D  ("Regulation  D") for sales to a limited  number of  institutional
"accredited  investors" as that term is defined in Rule  501(a)(1),  (2), (3) or
(7) under the Securities Act (each, an "Institutional Accredited Investor")).

     Holders (including subsequent  transferees) of the Securities will have the
registration  rights  set  forth  in  the  Registration  Rights  Agreement  (the
"Registration  Rights Agreement"),  to be entered at the Closing Time, among the
Company,  the Parent and the Initial Purchasers,  for so long as such Securities
constitute  "Registrable  Securities"  (as  defined in the  Registration  Rights
Agreement).  Pursuant to the Registration Rights Agreement,  the Company and the
Parent will agree to file with the Commission under the  circumstances set forth
therein,  (i) a registration  statement  under the 1933 Act (the "Exchange Offer
Registration  Statement")  registering  an issue of the  Company's 7 3/8% Senior
Notes  due 2009  identical  in all  material  respects  to the  Securities  (the
"Exchange  Securities")  to be  offered  in  exchange  for the  Securities  (the
"Exchange  Offer")  and  (ii),  under  certain  circumstances,   a  registration
statement  pursuant  to Rule 415  under  the 1933 Act (the  "Shelf  Registration
Statement") to register the Securities.

     The Company has prepared and delivered to each Initial  Purchaser copies of
a  preliminary  offering  memorandum  dated  November 2, 1999 (the  "Preliminary
Offering  Memorandum")  and has  prepared  and  will  deliver  to  each  Initial
Purchaser,  on the date  hereof or the next  succeeding  day,  copies of a final
offering  memorandum  dated November 4, 1999 (the "Final Offering  Memorandum"),
each for use by such Initial  Purchaser in connection  with its  solicitation of
purchases of, or offering of, the Securities.  "Offering Memorandum" means, with
respect  to any date or time  referred  to in this  Agreement,  the most  recent
offering  memorandum  (whether the Preliminary  Offering Memorandum or the Final
Offering  Memorandum,  or any amendment or supplement to either such  document),
including exhibits thereto and any documents  incorporated therein by reference,
which has been prepared and  delivered by the Company to the Initial  Purchasers
in  connection  with their  solicitation  of  purchases  of, or offering of, the
Securities.


                                       2
<PAGE>

     All references in this Agreement to financial  statements and schedules and
other information  which is "contained,"  "included" or "stated" in the Offering
Memorandum  (or other  references  of like  import)  shall be deemed to mean and
include all such financial  statements and schedules and other information which
are incorporated by reference in the Offering Memorandum;  and all references in
this Agreement to amendments or supplements to the Offering  Memorandum shall be
deemed to mean and  include  the  filing of any  document  under the  Securities
Exchange Act of 1934 (the "1934 Act") which is  incorporated by reference in the
Offering Memorandum.

     SECTION 1. Representations and Warranties by the Company and the Parent.

     (a) Representations  and Warranties.  Except as otherwise noted herein, the
Company  and the Parent  severally  and  jointly  represent  and warrant to each
Initial  Purchaser as of the date hereof and as of the Closing Time  referred to
in Section  2(b)  hereof,  and  severally  and jointly  agree with each  Initial
Purchaser, as follows:

          (i) Offering Memorandum.  The Offering Memorandum does not, and at the
     Closing Time will not,  include an untrue  statement of a material  fact or
     omit to state a material  fact  necessary  in order to make the  statements
     therein,  in the light of the circumstances under which they were made, not
     misleading; provided that this representation, warranty and agreement shall
     not apply to statements in or omissions from the Offering  Memorandum  made
     in  reliance  upon and in  conformity  with  information  furnished  to the
     Company in writing by any Initial Purchaser through Merrill Lynch expressly
     for use in the Offering Memorandum.

          (ii) Incorporated Documents.  (A) The Offering Memorandum as delivered
     from time to time shall  incorporate  by reference  the most recent  annual
     report of the Parent on Form 10-K for the year ended  December 31, 1998, as
     amended by Form 10-K/A filed with the  Commission on November 1, 1999,  the
     quarterly  reports of the Parent on Form 10-Q for the quarters  ended March
     31, 1999 and June 30, 1999,  each as amended by Form 10-Q/As filed with the
     Commission  on November 1, 1999,  and the current  reports of the Parent on
     Form 8-K, both filed with the  Commission on January 20, 1999, and any such
     reports filed with the Commission after the date of the Offering Memorandum
     and before the end of the offering of the  Securities.  (B) With respect to
     this subsection  clause (B) of this clause (ii) only, the Parent represents
     and warrants that the documents  incorporated  or deemed to be incorporated
     by reference in the Offering  Memorandum at the time they were or hereafter
     are filed with the Commission  complied or will comply, as the case may be,
     in all  material  respects  with the  requirements  of the 1934 Act and the
     rules and regulations of the Commission thereunder, and, when read together
     with the other  information  in the  Offering  Memorandum,  at the time the
     Offering  Memorandum  was issued and at the Closing Time,  did not and will
     not  include  an untrue  statement  of a  material  fact or omit to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading.


                                       3
<PAGE>

          (iii)  Independent  Accountants.  The  accountants  who  certified the
     financial  statements  and  supporting  schedules  included in the Offering
     Memorandum are independent  public accountants with respect to the Company,
     the  Parent  and  their  respective  subsidiaries  within  the  meaning  of
     Regulation S-X under the 1933 Act.

          (iv) Financial Statements. The financial statements, together with the
     related schedules and notes,  included in the Offering  Memorandum  present
     fairly in all materials  respects the financial position of the Company and
     its   consolidated   subsidiaries  and  the  Parent  and  its  consolidated
     subsidiaries  at the  dates  indicated  and the  statement  of  operations,
     shareowners'  equity and cash  flows of the  Company  and its  consolidated
     subsidiaries  and the  Parent  and its  consolidated  subsidiaries  for the
     periods  specified;   said  financial  statements  have  been  prepared  in
     conformity with generally accepted  accounting  principles ("GAAP") applied
     on a consistent  basis  throughout  the periods  involved.  The  supporting
     schedules,  if any, included in the Offering  Memorandum  present fairly in
     all materials respects in accordance with GAAP the information  required to
     be stated therein.  The selected  financial data and the summary  financial
     information  included  in the  Offering  Memorandum  present  fairly in all
     materials  respects the information shown therein and have been compiled on
     a basis consistent with that of the audited financial  statements  included
     in the Offering Memorandum.

          (v) No Material Adverse Change in Business. Since the respective dates
     as of which  information  is given in the  Offering  Memorandum,  except as
     otherwise stated therein,  (A) there has been no material adverse change in
     the  condition,  financial  or  otherwise,  or in the  earnings or business
     affairs of the Company and the Parent and their respective subsidiaries, in
     each case,  considered  as one  enterprise,  whether or not  arising in the
     ordinary course of business nor has there been any developments involving a
     prospective material adverse change of the Company and the Parent and their
     respective  subsidiaries,  in  each  case,  considered  as one  enterprise,
     whether or not arising in the  ordinary  course of  business  (a  "Material
     Adverse Effect"),  (B) there have been no transactions  entered into by the
     Company and the Parent or any of their respective subsidiaries,  other than
     those in the ordinary  course of business,  which are material with respect
     to the Company and the Parent and their  respective  subsidiaries,  and (C)
     except for regular dividends on the common stock, par value $.01 per share,
     of the Parent (the "Common Stock") in amounts per share that are consistent
     with past practice,  there has been no dividend or distribution of any kind
     declared, paid or made by the Parent on any class of its capital stock.

          (vi) Good Standing of the Company and the Parent.  Each of the Company
     and the  Parent  has been  duly  organized  and is  validly  existing  as a
     corporation  under the laws of the  State of  Wisconsin  and has  corporate
     power and authority to own, lease and operate their  respective  properties
     and to conduct  their  respective  businesses  as described in the Offering
     Memorandum and to enter into and perform their respective obligations under
     this Agreement; and each of the Company and the Parent is duly qualified as
     a


                                       4
<PAGE>

     foreign  corporation  to transact  business and is in good standing in each
     other  jurisdiction  in which such  qualification  is required,  whether by
     reason of the  ownership or leasing of property or the conduct of business,
     except where the failure so to qualify or to be in good standing  would not
     result in a Material Adverse Effect.

          (vii)  Good  Standing  of  Designated   Subsidiaries.   Each  material
     subsidiary  of the Company is listed on Schedule C hereto (each  subsidiary
     on the list shall be referred to herein as a "Designated  Subsidiary"  and,
     collectively, as the "Designated Subsidiaries"). Each Designated Subsidiary
     has been duly organized and is validly existing as a corporation  under the
     laws of the  jurisdiction  of its  incorporation,  has corporate  power and
     authority  to own,  lease and  operate  its  properties  and to conduct its
     business as described in the Offering Memorandum and is duly qualified as a
     foreign  corporation  to transact  business and is in good standing in each
     jurisdiction in which such qualification is required,  whether by reason of
     the  ownership  or leasing of property or the conduct of  business,  except
     where the failure so to qualify or to be in good standing  would not result
     in a Material Adverse Effect; except as otherwise disclosed in the Offering
     Memorandum,  all of the  issued  and  outstanding  capital  stock  of  each
     Designated Subsidiary has been duly authorized and validly issued, is fully
     paid and  non-assessable  (except,  in the case of Designated  Subsidiaries
     that are Wisconsin corporations, for certain statutory liabilities that may
     be imposed by Section 180.0622(b) of the Wisconsin Business Corporation Law
     (the  "WBCL")  for  unpaid  employee  wages)  and is owned by the  Company,
     directly or through subsidiaries,  free and clear of any security interest,
     mortgage,  pledge,  lien,  encumbrance,  claim or  equity;  and none of the
     outstanding  shares of capital  stock of the  Designated  Subsidiaries  was
     issued  in  violation  of  any   preemptive   or  similar   rights  of  any
     securityholder of such Designated Subsidiary.

          (viii) Capitalization.  The authorized, issued and outstanding capital
     stock of the  Parent  is as set  forth in the  Offering  Memorandum  in the
     columns entitled  "Actual" under the caption  "Capitalization"  (except for
     subsequent  issuances,  if any,  pursuant  to this  Agreement,  pursuant to
     reservations,  agreements,  employee  benefit  plans  referred  to  in  the
     Offering  Memorandum or pursuant to the exercise of convertible  securities
     or options referred to in the Offering  Memorandum).  All of the issued and
     outstanding  shares  of  capital  stock  of  the  Company  have  been  duly
     authorized and validly issued and are fully paid and non-assessable (except
     for  certain   statutory   liabilities  that  may  be  imposed  by  Section
     180.0622(b)  of the WBCL for  unpaid  employee  wages) and are owned by the
     Parent;  and none of the outstanding shares of capital stock of the Company
     was issued in violation of the  preemptive or other  similar  rights of any
     securityholder of the Company.  All of the issued and outstanding shares if
     capital stock of the Parent have been duly  authorized  and validly  issued
     and are  fully  paid  and  non-assessable  (except  for  certain  statutory
     liabilities  that may be  imposed by  Section  180.0622(b)  of the WBCL for
     unpaid employee wages); and all of the issued and outstanding capital stock
     of its  significant  subsidiaries  (as such term is defined in Rule 1-02 of
     Regulation  S-X),  including  the Company,  have been duly  authorized  and
     validly issued and are fully paid and non-


                                       5
<PAGE>

     assessable  (except,  in the case of such  subsidiaries  that are Wisconsin
     corporations,  for  certain  statutory  liabilities  that may be imposed by
     Section  180.0622(b) of the WBCL for unpaid employee wages) and (except for
     directors'  qualifying  shares  and  except as  otherwise  set forth in the
     Offering  Memorandum) are owned directly or indirectly by the Parent,  free
     and clear of all liens, encumbrances, equities or claims.

          (ix)  Authorization of Agreement.  The Company and the Parent have all
     requisite  corporate  power and  authority  to  execute  and  deliver  this
     Agreement and to perform their  obligations  hereunder.  This Agreement has
     been duly authorized, executed and delivered by the Company and the Parent.

          (x)  Authorization  of the  Indenture.  The  Indenture  has been  duly
     authorized  by the Company and the Parent and,  when executed and delivered
     by the  Company,  the Parent and the Trustee,  will  constitute a valid and
     binding  agreement of the Company and the Parent,  enforceable  against the
     Company  and the Parent in  accordance  with its  terms,  except as (A) the
     enforcement  thereof may be limited by bankruptcy,  insolvency  (including,
     without   limitation,   all  laws   relating  to   fraudulent   transfers),
     reorganization,   moratorium  or  similar  laws  affecting  enforcement  of
     creditors'  rights  generally and (B) as enforcement  thereof is subject to
     general  principles  of  equity  (regardless  of  whether   enforcement  is
     considered in a proceeding in equity or at law).

          (xi)  Authorization  of the  Supplemental  Indenture The  Supplemental
     Indenture has been duly  authorized by the Company and the Parent and, when
     executed and  delivered by the  Company,  the Parent and the Trustee,  will
     constitute  a valid and  binding  agreement  of the Company and the Parent,
     enforceable  against  the  Company  and the Parent in  accordance  with its
     terms,  except (A) as the enforcement thereof may be limited by bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers),   reorganization,   moratorium   or  similar   laws   affecting
     enforcement of creditors'  rights generally and (B) as enforcement  thereof
     is  subject  to  general   principles  of  equity  (regardless  of  whether
     enforcement is considered in a proceeding in equity or at law).

          (xii) Authorization of the Registration Rights Agreement.  The Company
     and the Parent have all requisite  corporate power and authority to execute
     and deliver the Registration  Rights  Agreement.  The  Registration  Rights
     Agreement has been duly  authorized by the Company and the Parent and, when
     executed  and  delivered  by  the  Company,  the  Parent  and  the  Initial
     Purchasers,  will  constitute a valid and binding  agreement of the Company
     and  the  Parent,  enforceable  against  the  Company  and  the  Parent  in
     accordance  with its terms,  except (A) as the  enforcement  thereof may be
     limited by bankruptcy, insolvency, (including, without limitation, all laws
     relating to fraudulent  transfers),  reorganization,  moratorium or similar
     laws  affecting  enforcement  of  creditors'  rights  generally  and (B) as
     enforcement  thereof is subject to general principles of equity (regardless
     of whether enforcement is considered in a proceeding in equity or at law).


                                       6
<PAGE>


          (xiii) Authorization of the Securities.  The Securities have been duly
     authorized and the Guarantees have been duly authorized and, at the Closing
     Time,  will have been duly executed by the Company and the Securities  will
     have been  guaranteed  by the Parent and,  when  authenticated,  issued and
     delivered in the manner provided for in the Indenture and delivered against
     payment of the purchase price therefor as provided in this Agreement,  will
     constitute  valid and  binding  obligations  of the Company and the Parent,
     enforceable  against the Company  and the Parent in  accordance  with their
     terms,  except (A) as the enforcement thereof may be limited by bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers),   reorganization,   moratorium   or  similar   laws   affecting
     enforcement of creditors'  rights generally and (B) as enforcement  thereof
     is  subject  to  general   principles  of  equity  (regardless  of  whether
     enforcement is considered in a proceeding in equity or at law), and will be
     in the  form  contemplated  by,  and  entitled  to  the  benefits  of,  the
     Indenture.

          (xiv) Description of the Securities and the Indenture.  The Securities
     and the Indenture  will conform in all material  respects to the respective
     statements  relating thereto contained in the Offering  Memorandum and will
     be in  substantially  the  respective  forms last  delivered to the Initial
     Purchasers prior to the date of this Agreement.

          (xv)  Absence of Defaults  and  Conflicts.  None of the  Company,  the
     Parent or any of their  respective  subsidiaries  is in  violation of their
     respective  charters  or  by-laws  or in  default  in  the  performance  or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note,  lease or other  agreement or  instrument  to which the Company,  the
     Parent or any of their  respective  subsidiaries is a party or by which any
     of them may be  bound,  or to which  any of the  property  or assets of the
     Company,  the  Parent or any of their  respective  subsidiaries  is subject
     (collectively,  "Agreements and Instruments") except for such defaults that
     would not result in a Material Adverse Effect; and the execution,  delivery
     and performance of this Agreement,  the Indenture,  the Registration Rights
     Agreement,  the Securities  and the  Guarantees and any other  agreement or
     instrument  entered  into or issued or to be entered  into or issued by the
     Company and the Parent in  connection  with the  transactions  contemplated
     hereby or thereby or in the Offering Memorandum and the consummation of the
     transactions  contemplated herein and in the Offering Memorandum (including
     the issuance and sale of the  Securities  and the use of the proceeds  from
     the sale of the  Securities as described in the Offering  Memorandum  under
     the caption "Use of Proceeds") and compliance by the Company and the Parent
     with their  respective  obligations  hereunder have been duly authorized by
     all  necessary  corporate  action and do not and will not,  whether with or
     without the giving of notice or passage of time or both,  conflict  with or
     constitute a breach of, or default or a Repayment  Event (as defined below)
     under,  or result in the  creation  or  imposition  of any lien,  charge or
     encumbrance  upon any property or assets of the Company,  the Parent or any
     of  their   respective   subsidiaries   pursuant  to,  the  Agreements  and
     Instruments  except for such  conflicts,  breaches  or  defaults  or liens,
     charges or encumbrances that, singly or in


                                       7
<PAGE>

     the aggregate, would not result in a Material Adverse Effect, nor will such
     action  result in any  violation  of the  provisions  of (x) the charter or
     by-laws of the Company, the Parent or any of their respective  subsidiaries
     (except for such conflicts, breaches, defaults, events or liens, charges or
     encumbrances that would not result in a Material Adverse Effect) or (y) any
     applicable law, statute, rule, regulation,  judgment, order, writ or decree
     of  any  government,  government  instrumentality  or  court,  domestic  or
     foreign,  having jurisdiction over the Company,  the Parent or any of their
     respective  subsidiaries or any of their assets,  properties or operations,
     except for any such  violations  with  respect to this  clause (y) as would
     not, individually or in the aggregate, result in a Material Adverse Effect.
     As used  herein,  a "Repayment  Event"  means any event or condition  which
     gives the holder of any note,  debenture or other evidence of  indebtedness
     (or any person  acting on such  holder's  behalf)  the right to require the
     repurchase,   redemption   or  repayment  of  all  or  a  portion  of  such
     indebtedness  by  the  Company,  the  Parent  or any  of  their  respective
     subsidiaries.

          (xvi) Absence of Labor Dispute. No labor dispute with the employees of
     the Company or any of its  subsidiaries  exists or, to the knowledge of the
     Company or the Parent, is imminent,  and neither the Company nor the Parent
     is aware of any existing or imminent labor  disturbance by the employees of
     the Company,  its  subsidiaries or their  respective  principal  suppliers,
     manufacturers,  customers  or  contractors,  which,  in  either  case,  may
     reasonably be expected to result in a Material Adverse Effect.

          (xvii)  Absence of  Proceedings.  Except as  disclosed in the Offering
     Memorandum, there is no action, suit, proceeding,  inquiry or investigation
     before or brought by any court or governmental  agency or body, domestic or
     foreign,  now pending,  or, to the  knowledge of the Company or the Parent,
     threatened,  against or affecting  the Company,  the Parent or any of their
     respective  subsidiaries  which might reasonably be expected to result in a
     Material  Adverse  Effect,   or  which  might  reasonably  be  expected  to
     materially  and  adversely  affect  (A) the  properties  or  assets  of the
     Company,  the  Parent or any of their  respective  subsidiaries  or (B) the
     consummation  of the  transactions  contemplated  by this  Agreement or the
     performance by the Company and the Parent of their  respective  obligations
     hereunder.  The aggregate of all pending legal or governmental  proceedings
     to which the Company, the Parent or any of their respective subsidiaries is
     a party or of which  any of their  respective  property  or  assets  is the
     subject  which are not  described  in the  Offering  Memorandum,  including
     ordinary  routine  litigation   incidental  to  the  business,   could  not
     reasonably be expected to result in a Material Adverse Effect.

          (xviii)   Absence  of  Further   Requirements.   No  filing  with,  or
     authorization,    approval,    consent,   license,   order,   registration,
     qualification  or decree of, any court or governmental  authority or agency
     is necessary or required for the  performance by the Company and the Parent
     of their  respective  obligations  hereunder,  in  connection  with (A) the
     offering,  issuance or sale of the Securities hereunder or the consummation
     of the


                                       8
<PAGE>

     transactions  contemplated  by this Agreement or (B) for the due execution,
     delivery or  performance  of the  Indenture  by the Company and the Parent,
     except  such  as have  been  already  obtained  and  except  such as may be
     required  by the  securities  laws  of the  various  states  in  which  the
     Securities  will be offered or sold and the Public Utility  Holding Company
     Act of 1935,  as amended  (the "1935 Act")  (solely with respect to filings
     required to be made with the  Commission  subsequent to the Closing  Time),
     with the offer and sale of the  Securities  or by the 1933 Act or the Trust
     Indenture Act of 1939, as amended (the "1939 Act"),  in connection with the
     exchange offer as contemplated by the Registration Rights Agreement.

          (xix) Possession of Licenses and Permits.  The Company, the Parent and
     their respective  subsidiaries possess such permits,  licenses,  approvals,
     consents and other authorizations  (collectively,  "Governmental Licenses")
     issued by the  appropriate  federal,  state,  local or  foreign  regulatory
     agencies or bodies  necessary  to conduct the business now operated by them
     except where the failure to possess any such  Governmental  Licenses  would
     not have a  Material  Adverse  Effect;  the  Company,  the Parent and their
     respective  subsidiaries are in compliance with the terms and conditions of
     all such Governmental Licenses, except where the failure so to comply would
     not, singly or in the aggregate, have a Material Adverse Effect; all of the
     Governmental  Licenses are valid and in full force and effect, except where
     the  invalidity  of  such  Governmental  Licenses  or the  failure  of such
     Governmental  Licenses  to be in full  force  and  effect  would not have a
     Material  Adverse  Effect;  and none of the Company,  the Parent nor any of
     their  respective  subsidiaries  has  received  any  notice of  proceedings
     relating  to  the  revocation  or  modification  of any  such  Governmental
     Licenses  which,  singly  or  in  the  aggregate,  if  the  subject  of  an
     unfavorable decision, ruling or finding, would result in a Material Adverse
     Effect.

          (xx) Title to Property.  The Company,  the Parent and their respective
     subsidiaries  have good and marketable  title to all real property owned by
     the Company, the Parent and their respective subsidiaries and good title to
     all other  properties  owned by them,  in each case,  free and clear of all
     mortgages,  pledges,  liens,  security interests,  claims,  restrictions or
     encumbrances  of any kind except such as (A) are  described in the Offering
     Memorandum or (B) do not, singly or in the aggregate, materially affect the
     value of such property and do not interfere  with the use made and proposed
     to be made of such  property  by the  Company,  the  Parent or any of their
     respective  subsidiaries;  and all of the leases and subleases  material to
     the business of the Company, the Parent and their respective  subsidiaries,
     considered as one  enterprise,  and under which the Company,  the Parent or
     any of their  respective  subsidiaries  holds  properties  described in the
     Offering Memorandum, are in full force and effect, and none of the Company,
     the Parent nor any of their  respective  subsidiaries has any notice of any
     material  claim of any sort that has been asserted by anyone adverse to the
     rights of the Company,  the Parent or any of their respective  subsidiaries
     under any of the leases or  subleases  mentioned  above,  or  affecting  or
     questioning  the rights of such the Company,  the Parent or any  subsidiary
     thereof to the


                                       9
<PAGE>

     continued  possession  of the leased or subleased  premises  under any such
     lease or  sublease,  except  where such  would not have a Material  Adverse
     Effect.

          (xxi)   Environmental  Laws.  Except  as  described  in  the  Offering
     Memorandum and the documents  incorporated by reference  therein and except
     such matters as would not, singly or in the aggregate, result in a Material
     Adverse  Effect,  (A)  none of the  Company,  the  Parent  or any of  their
     respective  subsidiaries  is in violation of any federal,  state,  local or
     foreign statute, law, rule, regulation,  ordinance, code, policy or rule of
     common  law or  any  judicial  or  administrative  interpretation  thereof,
     including  any  judicial  or  administrative  order,  consent,   decree  or
     judgment,  relating  to  pollution  or  protection  of  human  health,  the
     environment  (including,  without  limitation,  ambient air, surface water,
     groundwater,   land  surface  or  subsurface  strata)  including,   without
     limitation,  laws and  regulations  relating to the  release or  threatened
     release of chemicals, pollutants,  contaminants,  wastes, toxic substances,
     hazardous  substances,   petroleum  or  petroleum  products  (collectively,
     "Hazardous  Materials") or to the  manufacture,  processing,  distribution,
     use,  treatment,  storage,  disposal,  transport  or handling of  Hazardous
     Materials (collectively, "Environmental Laws"), (B) the Company, the Parent
     and their  respective  subsidiaries  have all permits,  authorizations  and
     approvals required under any applicable  Environmental Laws and are each in
     compliance  with their  requirements,  (C) there are no pending  or, to the
     knowledge of the Company, threatened administrative, regulatory or judicial
     actions,  suits,  demands,  demand  letters,   claims,  liens,  notices  of
     noncompliance or violation,  investigation  or proceedings  relating to any
     Environmental  Law  against  the  Company,  the  Parent  or  any  of  their
     respective  subsidiaries and (D) there are no events or circumstances  that
     might  reasonably be expected to form the basis of an order for clean-up or
     remediation,  or an action,  suit or  proceeding  by any  private  party or
     governmental body or agency,  against or affecting the Company,  the Parent
     or any of their respective  subsidiaries relating to Hazardous Materials or
     Environmental Laws.

          (xxii) Investment  Company Act. Neither the Company nor the Parent is,
     and upon the issuance and sale of the Securities as herein contemplated and
     the application of the net proceeds  therefrom as described in the Offering
     Memorandum will be, an "investment company" or an entity "controlled" by an
     "investment  company" as such terms are defined in the  Investment  Company
     Act of 1940, as amended (the "1940 Act").

          (xxiii) Similar Offerings.  None of the Company,  the Parent or any of
     their respective  affiliates,  as such term is defined in Rule 501(b) under
     the 1933 Act (each, an "Affiliate"), has, directly or indirectly, solicited
     any  offer to buy,  sold or  offered  to sell or  otherwise  negotiated  in
     respect  of, or will  solicit  any  offer to buy,  sell or offer to sell or
     otherwise  negotiate  in respect of, in the United  States or to any United
     States  citizen or resident,  any security  which is or would be integrated
     with  the  sale of the  Securities  in a  manner  that  would  require  the
     Securities to be registered under the 1933 Act.


                                       10
<PAGE>


          (xxiv) Rule 144A  Eligibility.  The Securities are eligible for resale
     pursuant  to Rule 144A and will not be, at the  Closing  Time,  of the same
     class as securities  listed on a national  securities  exchange  registered
     under Section 6 of the 1934 Act, or quoted in a U.S. automated  interdealer
     quotation system.

          (xxv) No General Solicitation.  None of the Company, the Parent, their
     Affiliates  or any person  acting on its or any of their behalf (other than
     the  Initial  Purchasers,  as to whom the  Company  and the Parent  make no
     representation) has engaged or will engage, in connection with the offering
     of  the  Securities,  in  any  form  of  general  solicitation  or  general
     advertising within the meaning of Rule 502(c) under the 1933 Act.

          (xxvi) No Registration Required.  Subject to compliance by the Initial
     Purchasers with the  representations  and warranties set forth in Section 2
     and the  procedures  set forth in Section 6 hereof,  it is not necessary in
     connection  with the offer,  sale and  delivery  of the  Securities  to the
     Initial  Purchasers  and  to  each  Subsequent   Purchaser  in  the  manner
     contemplated by this Agreement and the Offering  Memorandum to register the
     Securities  under the 1933 Act or to qualify the  Indenture  under the 1939
     Act.

          (xxvii) Reporting  Company.  With respect to this clause (xxvii) only,
     the Parent  represents  and  warrants  that it is subject to the  reporting
     requirements of Section 13 or Section 15(d) of the 1934 Act.

     (b) Officer's  Certificates.  Any certificate  signed by any officer of the
Company and of the Parent or any of their respective  subsidiaries  delivered to
the  Representative  or to counsel for the Initial  Purchasers shall be deemed a
representation  and  warranty  by the  Company  and the  Parent to each  Initial
Purchaser as to the matters covered thereby.

     SECTION 2. Sale and Delivery to Initial Purchasers; Closing.

     (a) Securities.  On the basis of the  representations and warranties herein
contained and subject to the terms and conditions  herein set forth, the Company
agrees to sell to each Initial  Purchaser,  severally and not jointly,  and each
Initial  Purchaser,  severally  and not  jointly,  agrees to  purchase  from the
Company, at the price set forth in Schedule B, the aggregate principal amount of
Securities set forth in Schedule A opposite the name of such Initial  Purchaser,
plus any additional  principal amount of Securities which such Initial Purchaser
may become  obligated  to  purchase  pursuant  to the  provisions  of Section 11
hereof.

     (b)  Payment.   Payment  of  the  purchase   price  for,  and  delivery  of
certificates  for, the Securities shall be made at the offices of the Company at
222 West Washington Avenue, Madison, Wisconsin, 53703, or at such other place as
shall be  agreed  upon by the  Representative  and the  Company,  at 10:00  A.M.
(eastern time) on the third business day after the date hereof (unless postponed
in accordance  with the  provisions of Section 11), or such other time not later
than  ten  business  days  after  such  date  as  shall  be  agreed  upon by the
Representative and the Company (such time and date of payment and delivery being
herein called the "Closing Time").


                                       11
<PAGE>


     Payment  shall  be made to the  Company  by wire  transfer  of  immediately
available funds to a bank account designated by the Company, against delivery to
the  Representative  for the  respective  accounts of the Initial  Purchasers of
certificates  for the Securities to be purchased by them. It is understood  that
each Initial Purchaser has authorized the  Representative,  for its account,  to
accept  delivery of, receipt for and make payment of the purchase price for, the
Securities which it has agreed to purchase.  Merrill Lynch, individually and not
as representative of the Initial Purchasers, may (but shall not be obligated to)
make payment of the  purchase  price for the  Securities  to be purchased by any
Initial  Purchaser  whose funds have not been received by the Closing Time,  but
such  payment  shall not relieve  such Initial  Purchaser  from its  obligations
hereunder.

     (c) Denominations;  Registration.  Certificates for the Securities shall be
in such  denominations  ($100,000  or  integral  multiples  of  $1,000 in excess
thereof)  and  registered  in such names as the  Representative  may  request in
writing at least one full business day before the Closing Time. The certificates
representing  the  Securities  shall  be  made  available  for  examination  and
packaging by the Initial  Purchasers in Madison,  Wisconsin not later than 10:00
A.M. on the last business day prior to the Closing Time.

     SECTION 3.  Covenants  of the Company  and the Parent.  The Company and the
Parent, jointly and severally, covenant with each Initial Purchaser as follows:

     (a)  Offering  Memorandum.  The  Company  and the  Parent,  as  promptly as
possible, will furnish to each Initial Purchaser, without charge, such number of
copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and
any amendments and supplements  thereto and documents  incorporated by reference
therein as such Initial Purchasers may reasonably request.

     (b) Notice and Effect of Material  Events.  The Company and the Parent will
immediately notify each Initial  Purchaser,  and confirm such notice in writing,
of (x) any filing made by the Company or the Parent of  information  relating to
the  offering  of the  Securities  with any  securities  exchange  or any  other
regulatory body in the United States or any other jurisdiction, and (y) prior to
the completion of the placement of the  Securities by the Initial  Purchasers as
evidenced by a notice in writing from the Initial Purchasers to the Company, any
material changes in or affecting the condition,  financial or otherwise,  or the
earnings or business  affairs of the Company and the Parent and their respective
subsidiaries,  taken as a whole, nor has there been any developments involving a
prospective  material  adverse  change of the  Company  and the Parent and their
respective  subsidiaries,  taken as a whole, which (i) make any statement in the
Offering Memorandum  materially false or misleading or (ii) are not disclosed in
the  Offering  Memorandum.  In such event or if during such time any event shall
occur as a result of which it is necessary,  in the reasonable opinion of any of
the Company,  the Parent,  their counsel,  the Initial Purchasers or counsel for
the Initial Purchasers,  to amend or supplement the Final Offering Memorandum in
order that the Final Offering  Memorandum not include any untrue  statement of a
material  fact or omit to state a material  fact  necessary in order to make the


                                       12
<PAGE>

statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  the Company will  forthwith  amend or supplement  the Final  Offering
Memorandum by preparing and furnishing to each Initial Purchaser an amendment or
amendments of, or a supplement or supplements to, the Final Offering  Memorandum
(in form and substance satisfactory in the reasonable opinion of counsel for the
Initial  Purchasers) so that, as so amended or supplemented,  the Final Offering
Memorandum  will not include an untrue  statement of a material  fact or omit to
state a material fact necessary in order to make the statements  therein, in the
light of the circumstances  existing at the time it is delivered to a Subsequent
Purchaser, not misleading.

     (c) Amendment to Offering  Memorandum and Supplements.  The Company and the
Parent will advise each Initial  Purchaser  promptly of any proposal to amend or
supplement  the  Offering  Memorandum  and will not  effect  such  amendment  or
supplement  without the consent of the Initial  Purchasers,  which consent shall
not be unreasonably withheld. Neither the consent of the Initial Purchasers, nor
the Initial  Purchaser's  delivery of any such  amendment or  supplement,  shall
constitute a waiver of any of the conditions set forth in Section 5 hereof.

     (d)  Qualification  of Securities  for Offer and Sale. The Company will use
its best efforts,  in cooperation  with the Initial  Purchasers,  to qualify the
Securities  for offering and sale under the applicable  securities  laws of such
states and other  jurisdictions  as the  Representative  may  designate and will
maintain such  qualifications  in effect as long as required for the sale of the
Securities;  provided,  however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
or  to  subject  itself  to  taxation  in  respect  of  doing  business  in  any
jurisdiction in which it is not otherwise so subject.

     (e) Rating of  Securities.  The Company  shall take all  reasonable  action
necessary to enable  Standard & Poor's  Ratings  Services,  a division of McGraw
Hill, Inc. ("S&P"),  and Moody's  Investors Service Inc.  ("Moody's") to provide
their respective credit ratings of the Securities.

     (f) DTC. The Company will  cooperate  with the  Representative  and use its
best  efforts  to  permit  the  Securities  to be  eligible  for  clearance  and
settlement through the facilities of DTC.

     (g) Use of Proceeds.  The Company will use the net proceeds  received by it
from  the  sale  of the  Securities  in the  manner  specified  in the  Offering
Memorandum under "Use of Proceeds."

     (h) Restriction on Sale of Securities. During a period of five (5) business
days from the date of the Closing Time, none of the Company, the Parent or their
respective  subsidiaries  will,  without  the prior  written  consent of Merrill
Lynch,  directly or indirectly,  issue,  sell, offer or agree to sell, grant any
option for the sale of, or otherwise  dispose of, any other debt  securities  of
the  Company or the Parent or  securities  of the Company or the Parent that are
convertible  into,  or  exchangeable  for,  the  Securities  or such  other debt
securities.


                                       13
<PAGE>


     (i) Filing of Registration Statement.  The Company and the Parent (A) shall
file the Exchange Offer Registration  Statement on an appropriate form under the
1933 Act with the Commission  within 135 days of the Closing Time, (B) shall use
their reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act within 180 days of the Closing Time,
(C)  shall  use  their  reasonable  best  efforts  to keep  the  Exchange  Offer
Registration Statement effective until the closing of the Exchange Offer and (D)
shall use their  reasonable  best  efforts  to cause  the  Exchange  Offer to be
consummated  not later than 45 days following the effective date of the Exchange
Offer Registration  Statement.  In the event that (a) the Company and the Parent
are not permitted to effect the Exchange  Offer as  contemplated  because of any
changes in law,  Commission  rules or regulations or applicable  interpretations
thereof by the staff of the Commission,  (b) for any other reason,  the Exchange
Offer Registration Statement is not declared effective within 180 days following
the Closing Time or the Exchange Offer is not  consummated  within 45 days after
the  effectiveness of the Exchange Offer  Registration  Statement,  (c) upon the
request  of  any  of  the  Initial  Purchasers  within  90  days  following  the
consummation  of the  Exchange  Offer (d) if, as a result of any changes in law,
Commission  rules or  regulations or applicable  interpretations  thereof by the
staff of the  commission  or  otherwise  a holder of  Securities  (other than an
Initial Purchaser holding Securities  acquired directly from the Company) is not
permitted  to  participate  in the  Exchange  Offer  or does not  receive  fully
tradeable Exchange  Securities  pursuant to the Exchange Offer or (e) if, unless
the Company  determines  otherwise,  at the time of the issuance of the Exchange
Securities or the Private Exchange Securities (as defined herein),  the interest
rate of such  securities will be 300 basis points above the yield to maturity of
a United States Treasury obligation having a remaining term equal to the average
life of such  security,  the Company and the Parent shall  thereafter  use their
reasonable  best  efforts  to cause to be  declared  effective  as  promptly  as
practicable  but not later than 210 days after the issuance of the  Securities a
Shelf Registration  Statement as provided in the Registration  Rights Agreement.
For purposes of this Agreement,  "Private Exchange  Securities" shall mean those
securities  issued by the Company and the Parent upon the request of any Initial
Purchaser for the Securities held by such Initial  Purchaser which were acquired
from the  Company  and have the  status of an unsold  allotment  in the  initial
distribution.  The Private Exchange  Securities shall be issued and delivered to
the  Initial  Purchaser   simultaneously  with  the  delivery  of  the  Exchange
Securities in the Exchange Offer.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay all expenses incident to the performance
of  its  obligations  under  this  Agreement,  including  (i)  the  preparation,
printing,  delivery to the  Initial  Purchasers  and any filing of the  Offering
Memorandum (including financial statements and any schedules or exhibits and any
document  incorporated therein by reference) and of each amendment or supplement
thereto,  (ii) the preparation,  printing and delivery to the Initial Purchasers
of this  Agreement,  any Agreement among Initial  Purchasers,  the Indenture and
such  other  documents  as may be  required  in  connection  with the  offering,
purchase,  sale, issuance or delivery of the Securities,  (iii) the preparation,
issuance  and delivery of the  certificates  for the


                                       14
<PAGE>

Securities to the Initial Purchasers, including any transfer taxes, any stamp or
other duties  payable upon the sale,  issuance and delivery of the Securities to
the Initial Purchasers and any charges of DTC in connection therewith,  (iv) the
fees and disbursements of the Company's counsel, accountants and other advisors,
(v) the qualification of the Securities under securities laws in accordance with
the provisions of Section 3(d) hereof,  including filing fees and the reasonable
fees and  disbursements  of counsel for the  Initial  Purchasers  in  connection
therewith and in connection  with the  preparation  of the Blue Sky Survey,  any
supplement thereto;  provided, that, counsel fees in connection therewith do not
exceed $5,000, (vi) the fees and expenses of the Trustee, including the fees and
disbursements  of counsel for the Trustee in  connection  with the Indenture and
the Securities  and (vii) any fees payable in connection  with the rating of the
Securities

     (b)  Termination  of  Agreement.  If this  Agreement is  terminated  by the
Representative  in  accordance  with the  provisions  of  Section  5 or  Section
10(a)(i) hereof,  the Company shall reimburse the Initial  Purchasers for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Initial  Purchasers,  provided,  that, such fees and expenses do
not exceed $200,000.

     SECTION 5. Conditions of Initial Purchasers'  Obligations.  The obligations
of the several Initial  Purchasers  hereunder are subject to the accuracy in all
material respects of the  representations  and warranties of the Company and the
Parent  contained in Section 1 hereof or in  certificates  of any officer of the
Company, the Parent or any of their respective  subsidiaries  delivered pursuant
to the provisions  hereof,  to the  performance in all material  respects by the
Company  and the  Parent of their  respective  covenants  and other  obligations
hereunder, and to the following further conditions:

     (a) Opinion of Counsel for Company and the Parent. At the Closing Time, the
Representative  shall  have  received  the  favorable  opinion,  dated as of the
Closing Time, of Foley & Lardner, counsel for the Company, in form and substance
satisfactory  to counsel for the  Initial  Purchasers,  together  with signed or
reproduced copies of such letter for each of the other Initial Purchasers to the
effect set forth in Exhibit A hereto. In addition, the Representative shall have
received the favorable opinion, dated as of the Closing Time of Foley & Lardner,
counsel for the Parent,  in form and substance  satisfactory  to counsel for the
Initial  Purchasers  to effect set forth in Exhibit B hereto.  Such  counsel may
also  state  that they have  relied on  certificates  of public  officials  and,
insofar as such  opinions  involve  factual  matters,  they have relied,  to the
extent they deem  proper,  upon  certificates  of officers of the  Company,  the
Parent and their respective subsidiaries.

     (b) Opinion of Counsel for Initial  Purchasers.  At the Closing  Time,  the
Representative  shall  have  received  the  favorable  opinion,  dated as of the
Closing  Time, of  Chadbourne & Parke LLP,  counsel for the Initial  Purchasers,
together with signed or  reproduced  copies of such letter for each of the other
Initial Purchasers with respect to certain matters.  In giving such opinion such
counsel may rely, as to all matters governed by the laws of jurisdictions


                                       15
<PAGE>

other  than the law of the  State of New York,  the  federal  law of the  United
States  and the  General  Corporation  Law of the  State of  Delaware,  upon the
opinions of counsel  satisfactory to the  Representative.  Such counsel may also
state that, insofar as such opinion involves factual matters,  they have relied,
to the extent they deem proper,  upon  certificates  of officers of the Company,
the  Parent  and  their  respective  subsidiaries  and  certificates  of  public
officials.

     (c) Officers' Certificate.  At the Closing Time, there shall not have been,
since the date hereof or since the respective  dates as of which  information is
given in the Offering Memorandum,  any material adverse change in the condition,
financial or  otherwise,  or in the earnings or business  affairs of the Company
and the Parent and their respective  subsidiaries,  in each case,  considered as
one enterprise,  whether or not arising in the ordinary course of business,  nor
has there been any developments  involving a prospective material adverse change
of the Company and the Parent and their respective  subsidiaries,  in each case,
considered as one  enterprise,  whether or not arising in the ordinary course of
business,  and the  Representative  shall  have  received a  certificate  of the
President, Chief Executive Officer or a Vice President of the Company and of the
chief  financial or chief  accounting  officer of the  Company,  dated as of the
Closing  Time,  to the effect that (i) there has been no such  material  adverse
change, (ii) the representations and warranties in Section 1 hereof are true and
correct  in all  materials  respects  with the same  force and  effect as though
expressly  made at and as of the Closing Time and (iii) the Company has complied
in all material respects with all agreements and satisfied all conditions on its
part  to be  performed  or  satisfied  at or  prior  to the  Closing  Time.  The
Representative  shall also have received a certificate of the  President,  Chief
Executive  Officer or Vice President of the Parent and of the chief financial or
chief  accounting  officer of the Parent,  dated as of the Closing  Time, to the
effect that (i) the  representations and warranties in Section 1 hereof are true
and correct in all material  respects  with the same force and effect as through
made at and as of the  Closing  Time and (ii) the  Parent  has  complied  in all
material  respects with all  agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the Closing Time.

     (d)  Accountants'  Comfort  Letter.  At the time of the  execution  of this
Agreement,  the  Representative  shall have received from Arthur  Andersen LLP a
letter   dated  such  date,   in  form  and   substance   satisfactory   to  the
Representative,  together  with signed or  reproduced  copies of such letter for
each of the other Initial  Purchasers  containing  statements and information of
the type  ordinarily  included  in  accountants'  "comfort  letters"  to Initial
Purchasers  with  respect to the  financial  statements  and  certain  financial
information contained in the Offering Memorandum.

     (e) Bring-down  Comfort  Letter.  At the Closing Time,  the  Representative
shall have received from Arthur  Andersen LLP a letter,  dated as of the Closing
Time,  to the  effect  that they  reaffirm  the  statements  made in the  letter
furnished pursuant to subsection (d) of this Section,  except that the specified
date referred to shall be a date not more than three  business days prior to the
Closing Time.


                                       16
<PAGE>


     (f)  Maintenance of Rating.  At the Closing Time,  the Securities  shall be
rated at least A3 by Moody's and A by S&P, and the Company shall have  delivered
to the  Representative  a letter dated the Closing  Time,  from each such rating
agency, or other evidence  satisfactory to the  Representative,  confirming that
the Securities have such ratings;  and since the date of this  Agreement,  there
shall not have occurred a downgrading  in the rating  assigned to the Securities
or any of the  Company's  other debt  securities by any  "nationally  recognized
statistical  rating  agency,"  as that term is  defined  by the  Commission  for
purposes of Rule  436(g)(2)  under the 1933 Act, and no such  securities  rating
agency shall have publicly  announced that it has under  surveillance or review,
with possible negative implications,  its rating of the Securities or any of the
Company's other debt securities .

     (g)  Additional  Documents.  At the Closing  Time,  counsel for the Initial
Purchasers shall have been furnished with such documents as they may require for
the  purpose  of  enabling  them to  pass  upon  the  issuance  and  sale of the
Securities as herein  contemplated,  or in order to evidence the accuracy of any
of  the  representations  or  warranties,  or  the  fulfillment  of  any  of the
conditions,  herein  contained;  and all  proceedings  taken by the  Company  in
connection  with the issuance and sale of the Securities as herein  contemplated
shall be reasonably satisfactory in form and substance to the Representative and
counsel for the Initial Purchasers.

     (h)  Termination of Agreement.  If any condition  specified in this Section
shall  not have  been  fulfilled  when and as  required  to be  fulfilled,  this
Agreement may be terminated  by the  Representative  by notice to the Company at
any time at or prior to the Closing Time, and such termination  shall be without
liability  of any party to any other  party  except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect.

     SECTION 6. Subsequent Offers and Resales of the Securities.

     (a) Offer  and Sale  Procedures.  Each of the  Initial  Purchasers  and the
Company  hereby  establish  and agree to observe  the  following  procedures  in
connection with the offer and sale of the Securities:

          (i)  Offers  and  Sales  only to  Qualified  Institutional  Buyers  or
     Institutional  Accredited  Investors.  Offers  and sales of the  Securities
     shall only be made (A) to  persons  whom the  offeror or seller  reasonably
     believes  to be  qualified  institutional  buyers,  as defined in Rule 144A
     under the 1933 Act ("Qualified  Institutional  Buyers") or (B) to a limited
     number of persons who are other institutional accredited investors, as such
     term is defined in Rule 501(a)(1),  (2), (3) or (7) under the 1933 Act that
     the offeror or seller reasonably  believes to be and, with respect to sales
     and  deliveries,   that  are  such   institutional   accredited   investors
     ("Institutional Accredited Investors").

          (ii) No  General  Solicitation.  No  general  solicitation  or general
     advertising  (within the meaning of Rule 502(c) under the 1933 Act) will be
     used in the United  States in  connection  with the offering or sale of the
     Securities.


                                       17
<PAGE>

          (iii)  Purchases  by Non-Bank  Fiduciaries.  In the case of a non-bank
     Subsequent  Purchaser of a Security  acting as a fiduciary  for one or more
     third  parties,  each third party shall,  in the judgment of the applicable
     Initial Purchaser,  be an Institutional  Accredited Investor or a Qualified
     Institutional Buyer.

          (iv) Subsequent  Purchaser  Notification.  Each Initial Purchaser will
     take reasonable steps to inform,  and cause each of its U.S.  Affiliates to
     take reasonable  steps to inform,  persons  acquiring  Securities from such
     Initial  Purchaser or  affiliate,  as the case may be, in the United States
     that the Securities (A) have not been and will not be registered  under the
     1933 Act,  (B) are being sold to them without  registration  under the 1933
     Act in reliance on Rule 144A or in accordance  with another  exemption from
     registration  under  the 1933 Act,  as the case may be,  and (C) may not be
     offered,  sold or  otherwise  transferred  except (1) to the Company or (2)
     inside the United States in accordance  with (x) Rule 144A to a person whom
     the seller reasonably  believes is a Qualified  Institutional Buyer that is
     purchasing  such  Securities  for its own  account or for the  account of a
     Qualified  Institutional Buyer to whom notice is given that the offer, sale
     or  transfer  is being made in  reliance  on Rule 144A or (y)  pursuant  to
     another available exemption from registration under the 1933 Act.

          (v) Minimum  Principal  Amount.  No sale of the  Securities to any one
     Subsequent  Purchaser will be for less than U.S. $100,000  principal amount
     and no  Security  will be  issued  in a smaller  principal  amount.  If the
     Subsequent  Purchaser is a non-bank  fiduciary  acting on behalf of others,
     each  person for whom it is acting  must  purchase  at least U.S.  $100,000
     principal amount of the Securities.

          (vi) Restrictions on Transfer. The transfer restrictions and the other
     provisions set forth in the Offering Memorandum under the heading "Transfer
     Restrictions,"  including the legend required  thereby,  shall apply to the
     Securities  except as  otherwise  agreed  by the  Company  and the  Initial
     Purchasers.

          (vii)  Delivery of Offering  Memorandum.  Each Initial  Purchaser will
     deliver to each purchaser of the Securities from such Initial Purchaser, in
     connection with its original distribution of the Securities,  a copy of the
     Offering  Memorandum,  as  amended  and  supplemented  at the  date of such
     delivery.


                                       18
<PAGE>


     (b)  Covenants  of the Company and the Parent.  The Company and the Parent,
jointly and severally, covenant with each Initial Purchaser as follows:

          (i)  Integration.  The Company and the Parent agree that they will not
     and will cause their respective  Affiliates not to, directly or indirectly,
     solicit any offer to buy,  sell or make any offer or sale of, or  otherwise
     negotiate  in respect of,  securities  of the Company of any class if, as a
     result of the doctrine of  "integration"  referred to in Rule 502 under the
     1933 Act,  such offer or sale would render  invalid (for the purpose of (i)
     the sale of the Securities by the Company to the Initial  Purchasers,  (ii)
     the  resale of the  Securities  by the  Initial  Purchasers  to  Subsequent
     Purchasers  or  (iii)  the  resale  of the  Securities  by such  Subsequent
     Purchasers to others) the exemption from the  registration  requirements of
     the 1933 Act provided by Section 4(2) thereof or by Rule 144A thereunder or
     otherwise.

          (ii) Rule 144A Information.  The Company and the Parent agree that, in
     order to render the  Securities  eligible for resale  pursuant to Rule 144A
     under the 1933 Act, while any of the Securities  remain  outstanding,  they
     will  make  available,  upon  request,  to  any  holder  of  Securities  or
     prospective  purchasers of  Securities  the  information  specified in Rule
     144A(d)(4), unless such information is furnished to the Commission pursuant
     to Section 13 or 15(d) of the 1934 Act.

          (iii)  Restriction on  Repurchases.  Until the expiration of two years
     after the original  issuance of the Securities,  the Company and the Parent
     will not, and will cause their  respective  Affiliates  not to,  resell any
     Securities which are "restricted securities" (as such term is defined under
     Rule  144(a)(3)  under  the  1933  Act),  whether  as  beneficial  owner or
     otherwise  (except as agent acting as a securities  broker on behalf of and
     for the  account  of  customers  in the  ordinary  course  of  business  in
     unsolicited broker's transactions).

     (c) Qualified Institutional Buyer. Each Initial Purchaser severally and not
jointly  represents and warrants to, and agrees with, the Company and the Parent
that it is a Qualified Institutional Buyer within the meaning of Rule 144A under
the 1933 Act and an  "accredited  investor"  within the  meaning of Rule  501(a)
under the 1933 Act (an "Accredited Investor").

     SECTION 7. Indemnification.

     (a)  Indemnification  of Initial  Purchasers.  The  Company and the Parent,
jointly  and  severally,  agree to  indemnify  and hold  harmless  each  Initial
Purchaser and each person, if any, who controls any Initial Purchaser within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

          (i) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue  statement of a material fact contained in any Preliminary  Offering
     Memorandum or the Final Offering


                                       19
<PAGE>

     Memorandum  (or any  amendment or supplement  thereto),  or the omission or
     alleged  omission  therefrom of a material fact  necessary in order to make
     the statements  therein, in the light of the circumstances under which they
     were made, not misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or body,  commenced  or  threatened,  or of any claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission;  provided  that (subject to Section
     7(d) below) any such settlement is effected with the written consent of the
     Company and the Parent; and

          (iii) against any and all expense  whatsoever,  as incurred (including
     the fees and disbursements of counsel chosen by Merrill Lynch),  reasonably
     incurred in  investigating,  preparing or defending against any litigation,
     or any  investigation  or  proceeding by any  governmental  agency or body,
     commenced or threatened, or any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the extent that any such expense is not paid under (i) or (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company or the
Parent,  as the case may be, by any  Initial  Purchaser  through  Merrill  Lynch
expressly for use in the Offering Memorandum (or any amendment thereto).

     (b) Indemnification of Company and Parent. Each Initial Purchaser severally
agrees to  indemnify  and hold  harmless  the  Company  and the  Parent and each
person,  if any, who  controls  the Company or the Parent  within the meaning of
Section  15 of the 1933 Act or Section  20 of the 1934 Act  against  any and all
loss, liability,  claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred,  but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions,  made in the
Offering  Memorandum in reliance upon and in conformity with written information
furnished  to the  Company or the  Parent,  as the case may be, by such  Initial
Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.

     (c) Actions against Parties;  Notification.  Each  indemnified  party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially  prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  In the case of parties  indemnified  pursuant to Section 7(a) above,
counsel to the indemnified  parties shall be selected by Merrill Lynch,  and, in
the case of parties indemnified  pursuant to Section


                                       20
<PAGE>

7(b) above,  counsel to the indemnified parties shall be selected by the Parent.
An  indemnifying  party may participate at its own expense in the defense of any
such action; provided, however, that counsel to the indemnifying party shall not
(except  with the  consent  of the  indemnified  party)  also be  counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees
and  expenses  of more than one  counsel  (in  addition  to any  local  counsel)
separate from their own counsel for all  indemnified  parties in connection with
any  one  action  or  separate  but  similar  or  related  actions  in the  same
jurisdiction  arising out of the same general  allegations or circumstances.  In
addition,  the  indemnifying  party shall be entitled  to, to the extent that it
wishes,  jointly with any other similarly notified indemnifying party, to assume
the defense of any claim or action  brought  against an  indemnified  party with
counsel reasonably  satisfactory to the indemnified party. After notice from the
indemnifying  party to the  indemnified  party of its  election  to  assume  the
defense of such claim or action,  the indemnifying  party shall not be liable to
the  indemnified  party  under  this  Section 7 for any legal or other  expenses
subsequently  incurred by the  indemnified  party in connection with the defense
thereof other than reasonable costs of investigation;  provided,  however,  that
the  Representative  shall  have the right to employ one  counsel  to  represent
jointly it and those other Initial  Purchasers  and their  respective  officers,
employees and controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought by the Initial  Purchasers
against the Company and the Parent  under this  Section 7 if, in the  reasonable
judgment  of the  Representative,  either  (i) there is an  actual or  potential
conflict  between the position of the Company and the Parent on the one hand and
the Initial Purchasers on the other hand or (ii) there may be defenses available
to it or them that are different  from or  additional to those  available to the
Company and Parent (in any of which events the Company  shall not have the right
to direct  the  defense  of such  action on  behalf of the  Representative  with
respect to such different defenses), in any of which events such reasonable fees
and expenses  shall be borne by the Company and Parent.  No  indemnifying  party
shall, without the prior written consent of the indemnified  parties,  settle or
compromise  or  consent  to  the  entry  of any  judgment  with  respect  to any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  in respect of which
indemnification  or contribution could be sought under this Section or Section 8
hereof (whether or not the indemnified  parties are actual or potential  parties
thereto),  unless  such  settlement,  compromise  or  consent  (i)  includes  an
unconditional  release of each indemnified  party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault,  culpability  or a failure to act by
or on behalf of any indemnified party.

     (d) Settlement  without Consent if Failure to Reimburse.  If at any time an
indemnified  party shall have requested an  indemnifying  party to reimburse the
indemnified  party for fees and  expenses of counsel,  such  indemnifying  party
agrees that it shall be liable for any settlement of the nature  contemplated by
Section 7(a)(ii)  effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such  indemnifying  party of the
aforesaid  request,  (ii) such indemnifying  party shall have received notice of
the terms of such  settlement  at least 30 days prior to such  settlement  being
entered into and (iii) such  indemnifying


                                       21
<PAGE>

party shall not have reimbursed such  indemnified  party in accordance with such
request prior to the date of such settlement.

     SECTION 8. Contribution.  If the indemnification  provided for in Section 7
hereof is for any reason  unavailable  to or  insufficient  to hold  harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate  to reflect the  relative  benefits  received by the Company and the
Parent on the one hand and the  Initial  Purchasers  on the other  hand from the
offering of the Securities  pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative  benefits  referred to in clause
(i) above but also the  relative  fault of the Company and the Parent on the one
hand and of the  Initial  Purchasers  on the other hand in  connection  with the
statements  or omissions  which  resulted in such losses,  liabilities,  claims,
damages or expenses, as well as any other relevant equitable considerations.

     The  relative  benefits  received  by the Company and the Parent on the one
hand  and the  Initial  Purchasers  on the  other  hand in  connection  with the
offering of the Securities  pursuant to this Agreement  shall be deemed to be in
the same  respective  proportions as the total net proceeds from the offering of
the Securities  pursuant to this Agreement (before deducting  expenses) received
by the  Company  and the total  underwriting  discount  received  by the Initial
Purchasers, bear to the aggregate initial offering price of the Securities.

     The  relative  fault of the  Company and the Parent on the one hand and the
Initial  Purchasers on the other hand shall be determined by reference to, among
other things,  whether any such untrue or alleged untrue statement of a material
fact or  omission  or  alleged  omission  to state a  material  fact  relates to
information  supplied by the Company and the Parent or by the Initial Purchasers
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission.

     The Company,  the Parent and the Initial Purchasers agree that it would not
be just and equitable if  contribution  pursuant to this Section were determined
by pro rata  allocation  (even if the  Initial  Purchasers  were  treated as one
entity for such  purpose) or by any other  method of  allocation  which does not
take account of the equitable  considerations referred to above in this Section.
The  aggregate  amount of losses,  liabilities,  claims,  damages  and  expenses
incurred by an indemnified  party and referred to above in this Section shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
indemnified  party  in   investigating,   preparing  or  defending  against  any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding  the provisions of this Section, no Initial Purchaser shall
be required to contribute  any amount in excess of the amount by which the total
price at which the  Securities


                                       22
<PAGE>

purchased and sold by it hereunder  exceeds the amount of any damages which such
Initial Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section,  each person, if any, who controls an Initial
Purchaser  within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution  as such Initial  Purchaser,
and each  person,  if any,  who  controls  the Company or the Parent  within the
meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to  contribution  as the  Company  and the  Parent.  The Initial
Purchasers'  respective  obligations to contribute  pursuant to this Section are
several in proportion to the principal  amount of Securities  set forth opposite
their respective names in Schedule A hereto and not joint.

     SECTION 9. Representations,  Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company,  the Parent or any of their  respective
subsidiaries  submitted pursuant hereto shall remain operative and in full force
and effect,  regardless of any investigation made by or on behalf of any Initial
Purchaser  or  controlling  person,  or by or on  behalf of the  Company  or the
Parent, and shall survive delivery of the Securities to the Initial Purchasers.

     SECTION 10. Termination of Agreement.

     (a) Termination;  General. The Representative may terminate this Agreement,
by notice to the Company and the Parent,  at any time at or prior to the Closing
Time (i) if there has been,  since the time of  execution  of this  Agreement or
since the  respective  dates as of which  information  is given in the  Offering
Memorandum,  any  material  adverse  change  in  the  condition,   financial  or
otherwise,  or in the earnings or business affairs of the Company and the Parent
and their respective  subsidiaries,  in each case, considered as one enterprise,
whether or not arising in the ordinary  course of  business,  nor has there been
any developments  involving a prospective material adverse change of the Company
and the Parent and their respective  subsidiaries,  in each case,  considered as
one enterprise,  whether or not arising in the ordinary  course of business,  or
(ii) if there has occurred any material adverse change in the financial  markets
in the United States or the  international  financial  markets,  any outbreak of
hostilities  or escalation  thereof or other calamity or crisis or any change or
development   involving  a  prospective  change  in  national  or  international
political, financial or economic conditions, in each case the effect of which is
such  as  to  make  it,  in  the  reasonable  judgment  of  the  Representative,
impracticable  to market the Securities or to enforce  contracts for the sale of
the Securities,  (iii) if trading in any securities of the Company or the Parent
has been suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New


                                       23
<PAGE>

York Stock  Exchange or in the NASDAQ  System has been  suspended or  materially
limited,  or minimum or maximum  prices for trading have been fixed,  or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission,  the National  Association of Securities Dealers,
Inc. or any other  governmental  authority or (iv) if a banking  moratorium  has
been declared by either Federal or New York authorities.

     (b) Liabilities.  If this Agreement is terminated pursuant to this Section,
such  termination  shall be without  liability  of any party to any other  party
except as provided in Section 4 hereof, and provided further that Sections 1, 7,
8 and 9 shall survive such termination and remain in full force and effect.

     SECTION  11.  Default by One or More of the Initial  Purchasers.  If one or
more of the Initial  Purchasers  shall fail at the Closing  Time to purchase the
Securities  which it or they are obligated to purchase under this Agreement (the
"Defaulted  Securities"),  the  Representative  shall have the right,  within 24
hours  thereafter,  to make  arrangements for one or more of the  non-defaulting
Initial Purchasers,  or any other initial  purchasers,  to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however,  the Representative  shall not
have completed such arrangements within such 24-hour period, then:

          (a) if the number of Defaulted  Securities  does not exceed 10% of the
     aggregate  principal  amount of the  Securities to be purchased  hereunder,
     each of the non-defaulting Initial Purchasers shall be obligated, severally
     and not  jointly,  to purchase the full amount  thereof in the  proportions
     that  their  respective  underwriting  obligations  hereunder  bear  to the
     underwriting obligations of all non-defaulting Initial Purchasers, or

          (b) if the number of Defaulted Securities exceeds 10% of the aggregate
     principal  amount  of  the  Securities  to  be  purchased  hereunder,  this
     Agreement   shall   terminate   without   liability  on  the  part  of  any
     non-defaulting Initial Purchaser.

     No action  taken  pursuant to this  Section  shall  relieve any  defaulting
Initial Purchaser from liability in respect of its default.

     In the event of any such default which does not result in a termination  of
this Agreement, either the Representative or the Company shall have the right to
postpone  the  Closing  Time for a period not  exceeding  seven days in order to
effect any required changes in the Offering Memorandum or in any other documents
or  arrangements.  As used herein,  the term  "Initial  Purchaser"  includes any
person substituted for an Initial Purchaser under this Section.

     SECTION 12. Notices. All notices and other  communications  hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given if  mailed  or
transmitted  by any standard form of  telecommunication.  Notices to the Initial
Purchasers  shall  be  directed  to the  Representative  at North  Tower,  World
Financial  Center,  New  York,  New York  10281,  attention  of John  Thorndike,
Managing  Director,  notices to the  Company  shall be  directed  to it 222 West


                                       24
<PAGE>

Washington Avenue, Madison,  Wisconsin 53703, attention of Edward M. Gleason and
notices to the Parent  shall be  directed to it at 222 West  Washington  Avenue,
Madison, Wisconsin 53703, attention of Edward M. Gleason.

     SECTION 13.  Parties.  This Agreement  shall inure to the benefit of and be
binding  upon  the  Initial  Purchasers,  the  Company,  the  Parent  and  their
respective  successors.  Nothing  expressed or  mentioned  in this  Agreement is
intended or shall be construed to give any person,  firm or  corporation,  other
than the  Initial  Purchasers,  the  Company,  the Parent  and their  respective
successors and the controlling persons and officers and directors referred to in
Sections  7 and 8 and  their  heirs  and  legal  representatives,  any  legal or
equitable  right,  remedy or claim under or in respect of this  Agreement or any
provision  herein  contained.  This  Agreement and all conditions and provisions
hereof are  intended  to be for the sole and  exclusive  benefit of the  Initial
Purchasers,  the Company, the Parent and their respective  successors,  and said
controlling  persons  and  officers  and  directors  and  their  heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser  of  Securities  from any  Initial  Purchaser  shall be deemed to be a
successor by reason merely of such purchase.

     SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW  YORK.  EXCEPT  AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

     SECTION 15. Effect of Headings. The Article and Section headings herein and
the  Table of  Contents  are for  convenience  only and  shall  not  affect  the
construction hereof.



                                       25
<PAGE>


     If the foregoing is in accordance with your understanding of our agreement,
please  sign and  return to the  Company  and the Parent a  counterpart  hereof,
whereupon this instrument,  along with all  counterparts,  will become a binding
agreement  between  the  Initial  Purchasers,  the  Company  and the  Parent  in
accordance with its terms.

                                      Very truly yours,

                                      ALLIANT ENERGY RESOURCES, INC.


                                      By  /s/ Edward M. Gleason
                                          -------------------------------------
                                          Edward M. Gleason
                                          Vice President - Treasurer and
                                          Corporate Secretary


                                      ALLIANT ENERGY CORPORATION


                                      By  /s/ Edward M. Gleason
                                          -------------------------------------
                                          Edward M. Gleason
                                          Vice President - Treasurer and
                                          Corporate Secretary


CONFIRMED AND ACCEPTED,
 as of the date first above written:


MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
          INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BARCLAYS CAPITAL INC.

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


     By: /s/ Joe R
         ------------------------------
         Authorized Signatory

     For itself and as Representative  of the other Initial  Purchasers named in
Schedule A hereto.


                                       26
<PAGE>

                                   SCHEDULE A


                       Name of Initial Purchaser             Principal
                                                             Amount of
                                                             Securities
                                                             ----------

Merrill Lynch, Pierce, Fenner & Smith Incorporated........  $125,000,000
Morgan Stanley & Co. Incorporated.........................    50,000,000
Salomon Smith Barney Inc..................................    50,000,000
ABN Amro Incorporated.....................................    12,500,000
Barclays Capital Inc......................................    12,000,000
                                                          ---------------
Total.....................................................  $250,000,000
                                                          ===============



                                   Sch A - 1

<PAGE>

                                   SCHEDULE B

                         ALLIANT ENERGY RESOURCES, INC.
                                  $250,000,000
                          7 3/8 % SENIOR NOTES DUE 2009

                    UNCONDITIONALLY GUARANTEED AS TO PAYMENT
                 OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
                           ALLIANT ENERGY CORPORATION


     1. The initial public  offering price of the Securities  shall be 99.45% of
the principal amount thereof,  plus accrued  interest,  if any, from the date of
issuance.

     2.  The  purchase  price  to be  paid  by the  Initial  Purchasers  for the
Securities shall be 98.80% of the principal amount thereof.

     3. The interest rate on the Securities shall be 7 3/8% per annum.

     4. The Notes will be redeemable at the Company's option in whole or in part
at any  time,  on at least 30 days'  but not more  than 60 days'  prior  written
notice mailed to the  registered  holders of the Notes,  at a price equal to the
greater of (i) 100% of the principal amount of the Notes being redeemed and (ii)
the sum of the  present  values  of the  principal  amount  of the  Notes  to be
redeemed and the remaining  scheduled payments of interest on the Notes from the
redemption date to November 9, 2009 discounted from their  respective  scheduled
payment  dates to the  redemption  date  semi-annually  (assuming a 360-day year
consisting  of twelve  30-day  months) at a discount  rate equal to the Treasury
Yield plus 20 basis points, plus accrued interest on the Notes to the redemption
date.

     "Treasury  Yield" means,  with respect to any  redemption  date, the annual
rate equal to the  semi-annual  equivalent  yield to maturity of the  Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

     "Comparable  Treasury  Issue"  means the United  States  treasury  security
selected by an Independent  Investment Banker as having a maturity comparable to
the remaining  term of the Notes to be redeemed  that would be utilized,  at the
time of selection  and in  accordance  with  customary  financial  practice,  in
pricing new issues of corporate  debt  securities of comparable  maturity to the
remaining term of the Notes.


                                    Sch B - 1
<PAGE>

     "Comparable  Treasury Price" means, with respect to any date of redemption,
(1) the average of the bid and asked prices for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
business  day  preceding  the  redemption  date,  as  set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain  such prices on the business day in question,  the
Reference Treasury Dealer Quotation for the redemption date.

     "Independent  Investment  Banker" means an independent  investment  banking
institution  of  national  standing  appointed  by the  Company  and  reasonably
acceptable to the Trustee.

     "Reference  Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and redemption date, the average,  as determined by the Company,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a  percentage  of its  principal  amount  and  quoted in  writing to the
Company by the Reference  Treasury Dealer at 5:00 p.m. on the third business day
preceding the redemption date).

     "Reference  Treasury  Dealer"  means a  primary  United  States  government
securities  dealer in New York City  appointed  by the  Company  and  reasonably
acceptable to the Trustee.



                                    Sch B - 2

<PAGE>

                                   SCHEDULE C

                              List of Subsidiaries


Alliant Energy Investments, Inc.
Alliant Energy International, Inc.
Alliant Energy Industrial Services, Inc.
Whiting Petroleum Corporation





                                    Sch C - 1

<PAGE>
                                                                       Exhibit A

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(a)


     (i) The Company is validly existing as a corporation  under the laws of the
State of Wisconsin.

     (ii) The  Company  has  corporate  power and  authority  to own,  lease and
operate its  properties and to conduct its business as described in the Offering
Memorandum  and to enter into and perform  its  obligations  under the  Purchase
Agreement.

     (iii) The Company is duly  qualified as a foreign  corporation  to transact
business and is in good  standing in each  domestic  jurisdiction  in which such
qualification  is  required,  whether by reason of the  ownership  or leasing of
property or the conduct of  business,  except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

     (iv) The shares of issued and outstanding capital stock of the Company have
been duly  authorized and validly  issued and are fully paid and  non-assessable
(except  for  certain  statutory  liabilities  that may be  imposed  by  Section
180.0622(b) of the Wisconsin  Business  Corporation  Law (the "WBCL") for unpaid
employee  wages);  and to the  best of our  knowledge,  none of the  outstanding
shares of capital stock of the Company was issued in violation of the preemptive
or other similar rights of any securityholder of the Company.

     (v) Each Designated  Subsidiary is validly existing as a corporation  under
the laws of the  jurisdiction  of its  incorporation,  has  corporate  power and
authority to own,  lease and operate its  properties and to conduct its business
as  described  in the  Offering  Memorandum  and is duly  qualified as a foreign
corporation  to  transact  business  and is in good  standing  in each  domestic
jurisdiction in which such  qualification is required,  whether by reason of the
ownership  or leasing of property or the conduct of  business,  except where the
failure so to qualify or to be in good  standing  would not result in a Material
Adverse Effect;  and, to the best of our knowledge and  information,  all of the
issued and outstanding  capital stock of each Designated  Subsidiary is owned by
the Company, directly or through subsidiaries.

     (vi) The Company has all requisite corporate power and authority to execute
and deliver the Purchase  Agreement and to perform its  obligations  thereunder.
The Purchase  Agreement has been duly authorized,  executed and delivered by the
Company.

     (vii) The Indenture has been duly authorized, executed and delivered by the
Company and (assuming the due  authorization,  execution and delivery thereof by
the  Trustee)  constitutes  a  valid  and  binding  agreement  of  the  Company,
enforceable  against the Company in accordance


                                    A - 1
<PAGE>

with  its  terms,  except  (A) as the  enforcement  thereof  may be  limited  by
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting  enforcement of creditors' rights generally,  (B) as enforcement
thereof  is  subject  to general  principles  of equity  (regardless  of whether
enforcement  is  considered  in a  proceeding  in  equity  or at law) and (C) as
enforcement of certain provisions thereof (specifically,  provisions prohibiting
waivers or  modifications  by conduct of the  parties or  requiring  waivers and
modifications  to be in writing,  obligations to pay  attorneys'  fees and other
costs and  expenses  that are not  reasonable,  and  rights  to  indemnification
against the  consequences of a party's own misconduct or to the extent deemed to
be  against  public  policy)  may be  limited  under  the  laws of the  State of
Wisconsin,  but the inclusion of such provisions does not affect the validity of
the Indenture,  and the Indenture  contains legally adequate  provisions for the
realization of the principal legal rights and benefits offered thereby.

     (viii) The Supplemental  Indenture has been duly  authorized,  executed and
delivered by the Company and  (assuming  the due  authorization,  execution  and
delivery  thereof by the Trustee)  constitutes a valid and binding  agreement of
the  Company,  enforceable  against  the Company in  accordance  with its terms,
except (A) as the enforcement  thereof may be limited by bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium  or other  similar  laws  relating  to or  affecting
enforcement  of  creditors'  rights  generally,  (B) as  enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered  in a  proceeding  in  equity  or at law) and (C) as  enforcement  of
certain  provisions thereof  (specifically,  provisions  prohibiting  waivers or
modifications by conduct of the parties or requiring  waivers and  modifications
to be in  writing,  obligations  to pay  attorneys'  fees and  other  costs  and
expenses  that are not  reasonable,  and rights to  indemnification  against the
consequences  of a party's own  misconduct or to the extent deemed to be against
public policy) may be limited under the laws of the State of Wisconsin,  but the
inclusion of such  provisions  does not affect the validity of the  Supplemental
Indenture,  and the Supplemental  Indenture contains legally adequate provisions
for the realization of the principal legal rights and benefits offered thereby.

     (ix) The Registration  Rights Agreement has been duly authorized,  executed
and delivered by the Company and (assuming the due authorization,  execution and
delivery  thereof by the  Initial  Purchasers)  constitutes  a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  except (A) as the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers),  reorganization,  moratorium  or other  similar laws  relating to or
affecting enforcement of creditors' rights generally, (B) as enforcement thereof
is subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law),  (C) as  enforcement of certain
provisions   thereof   (specifically,    provisions   prohibiting   waivers   or
modifications by conduct of the parties or requiring  waivers and  modifications
to be in  writing,


                                    A - 2
<PAGE>

obligations  to pay  attorneys'  fees and other costs and expenses  that are not
reasonable,  and rights to indemnification against the consequences of a party's
own  misconduct  or to the extent  deemed to be against  public  policy)  may be
limited  under the laws of the State of  Wisconsin,  but the  inclusion  of such
provisions does not affect the validity of the  Registration  Rights  Agreement,
and the Registration  Rights Agreement  contain legally adequate  provisions for
the realization of the principal  legal rights and benefits  offered thereby and
(D) with respect to the indemnification and contributions  provisions thereof as
to which we need express no opinion.

     (x) The Securities are in the form contemplated by the Indenture, have been
duly authorized by the Company and, when executed by the Company,  guaranteed by
the Parent and  authenticated  by the  Trustee  in the  manner  provided  in the
Indenture  (assuming  the  due  authorization,  execution  and  delivery  of the
Indenture  by the  Trustee)  and issued  and  delivered  against  payment of the
purchase price  therefor will  constitute  valid and binding  obligations of the
Company,  enforceable against the Company in accordance with their terms, except
(A)  as the  enforcement  thereof  may  be  limited  by  bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium  or other  similar  laws  relating  to or  affecting
enforcement  of  creditor's  rights  generally,  (B) as  enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered  in a  proceeding  in equity or at law),  and (C) as  enforcement  of
certain  provisions thereof  (specifically,  provisions  prohibiting  waivers or
modifications by conduct of the parties or requiring  waivers and  modifications
to be in  writing,  obligations  to pay  attorneys'  fees and  other  costs  and
expenses  that are not  reasonable,  and rights to  indemnification  against the
consequences  of a party's own  misconduct or to the extent deemed to be against
public policy) may be limited under the laws of the State of Wisconsin,  but the
inclusion of such provisions does not affect the validity of the Securities, and
the Securities  contain legally  adequate  provisions for the realization of the
principal legal rights and benefits offered thereby, and will be entitled to the
benefits of the Indenture.

     (xi) The  Securities  and the Indenture  conform as to legal matters in all
material  respects  to  the  descriptions  thereof  contained  in  the  Offering
Memorandum.

     (xii) To the  best of our  knowledge  and  based  on our  discussions  with
officers of the Company,  there is not pending or threatened  any action,  suit,
proceeding, inquiry or investigation,  to which the Company or any subsidiary is
a party,  or to which the property of the Company or any  subsidiary  thereof is
subject,  before or brought by any court or governmental  agency or body,  which
might  reasonably be expected to result in a Material  Adverse Effect,  or which
might  reasonably be expected to materially and adversely  affect the properties
or assets thereof or the  consummation of the  transactions  contemplated in the
Purchase  Agreement  or the  performance  by  the  Company  of  its  obligations
thereunder or the transactions contemplated by the Offering Memorandum;


                                    A - 3
<PAGE>


     (xiii) The information in the Offering Memorandum under the heading "United
States  Federal  Income Tax  Considerations"  to the extent that it  constitutes
matters of law,  summaries  of legal  matters,  or legal  conclusions,  has been
reviewed by us, is correct in all material respects.

     (xiv) All  descriptions  in the Offering  Memorandum of contracts and other
documents to which the Company or any of its  subsidiaries  are a party,  to the
extent that they describe legal matters, are accurate in all material respects.

     (xv) To the best of our  knowledge  and  based  upon our  discussions  with
officers  of the  Company,  neither  the  Company  nor  any  of  the  Designated
Subsidiaries  is in  violation  of its charter or by-laws and, no default by the
Company or any of the Designated  Subsidiaries  exists in the due performance or
observance  of  any  material  obligation,   agreement,  covenant  or  condition
contained in any contract,  indenture,  mortgage, loan agreement, note, lease or
other  agreement or instrument  that is described or referred to in the Offering
Memorandum or incorporated by reference therein.

     (xvi) No filing with, or authorization,  approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency,  domestic or foreign  (other than such as have already been obtained and
such as may be  required  under the  applicable  securities  laws of the various
jurisdictions  in which the Securities  will be offered or sold and the 1935 Act
(solely  with  respect  to  filings  required  to be made  with  the  Commission
subsequent to the Closing Time) or by the 1933 Act or the 1939 Act in connection
with the exchange offer as contemplated by the Registration Rights Agreement, as
to which we need express no opinion) is necessary or required in connection with
the due  authorization,  execution and delivery of the Purchase Agreement or the
due execution,  delivery or performance of the Registration Rights Agreement and
the Indenture by the Company or for the offering,  issuance, sale or delivery of
the Securities to the Initial Purchasers or the resale by the Initial Purchasers
in accordance with the terms of the Purchase Agreement.

     (xvii) It is not necessary in connection with the offer,  sale and delivery
of the  Securities to the Initial  Purchasers and to each  Subsequent  Purchaser
(assuming  the accuracy of the  representations  and  warranties  of the Initial
Purchasers and each  Subsequent  Purchaser  with respect  thereto) in the manner
contemplated by the Purchase  Agreement and the Offering  Memorandum to register
the  Securities  under the 1933 Act or to qualify the Indenture  under the Trust
Indenture Act.

     (xviii) The execution,  delivery and performance of the Purchase Agreement,
the DTC Agreement,  the Indenture,  the  Registration  Rights  Agreement and the
Securities and the consummation of the transactions contemplated in the Purchase
Agreement and in the Offering Memorandum (including the use of the proceeds from
the sale of the  Securities  as described in


                                    A - 4
<PAGE>

the Offering  Memorandum  under the caption "Use Of Proceeds") and compliance by
the Company with its obligations  under the Purchase  Agreement,  the Indenture,
the  Registration  Rights  Agreement  and the  Securities  do not and will  not,
whether with or without the giving of notice or lapse of time or both,  conflict
with or  constitute  a breach of, or default or  Repayment  Event (as defined in
Section 1(a)(xiv) of the Purchase  Agreement) under or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company  or  any  Designated  Subsidiary  pursuant  to any  material  contracts,
indentures,  mortgages, deeds of trust, loan or credit agreements, notes, leases
or any other agreements or instruments set forth on Schedule A hereto,  to which
the Company or any of the Designated  Subsidiaries  is a party or by which it or
any of them may be  bound,  or to which  any of the  property  or  assets of the
Company,  or any Designated  Subsidiary is subject  (except for such  conflicts,
breaches  or defaults or liens,  charges or  encumbrances  that would not have a
Material  Adverse  Effect),  nor will such action result in any violation of the
provisions  of the  charter or by-laws of the  Company or any of the  Designated
Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order,
writ or decree, known to us, of any U.S. government,  government instrumentality
or  court,  having  jurisdiction  over  the  Company  or any  of the  Designated
Subsidiaries or any of their respective properties, assets or operations.

     (xix) The Company is not an "investment  company" or an entity "controlled"
by an "investment company," as such terms are defined in the 1940 Act.

     (xx) The Securities satisfy the eligibility requirements of Rule 144A(d)(3)
under the Securities Act.

     (xxi) The  issuance of the  Securities  complies,  and the  issuance of the
Exchange  Securities as contemplated in the  Registration  Rights Agreement will
comply with the  Securities  and  Exchange  Commission's  Release No.  35-27069,
70-9455 dated as of August 26, 1999.

     Nothing has come to our  attention  that would lead us to believe  that the
Offering Memorandum or any amendment or supplement thereto (except for financial
statements  and schedules and other  financial or  statistical  data included or
incorporated by reference  therein or omitted therefrom as to which we need make
no statement),  at the time the Offering  Memorandum was issued, at the time any
such amended or  supplemented  Offering  Memorandum was issued or at the Closing
Time,  included or includes an untrue statement of a material fact or omitted or
omits to  state a  material  fact  necessary  in  order  to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

     In rendering  this opinion,  we relied as to matters of fact (but not as to
legal  conclusions),  to  the  extent  we  deemed  proper,  on  certificates  of
responsible officers of the Company and public officials.



                                    A - 5
<PAGE>

             SCHEDULE A TO THE FORM OF OPINION OF COMPANY'S COUNSEL



1.   364-Day Credit  Agreement dated as of October 18, 1999 among Alliant Energy
     Resources,  Inc., the Banks named therein, Banc One Capital Markets,  Inc.,
     Citibank,  N.A., Salomon Smith Barney, Inc., Mellon Bank, N.A. and Wachovia
     Bank N.A.

2.   3-Year Credit  Agreement dated as of October 20, 1997 among IES Diversified
     Inc. (n/k/a Alliant Energy Resources, Inc.), the Banks named therein, First
     Chicago Capital Markets, Inc. and Citibank, N.A.




                                    A - 6
<PAGE>

                                                                       Exhibit B

                       FORM OF OPINION OF PARENT'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(a)

     (i) The Parent is validly  existing as a corporation  under the laws of the
State of Wisconsin.

     (ii) The Parent has corporate power and authority to own, lease and operate
its  properties  and to  conduct  its  business  as  described  in the  Offering
Memorandum  and to enter into and perform  its  obligations  under the  Purchase
Agreement.

     (iii) The Parent has all requisite corporate power and authority to execute
and deliver the Purchase  Agreement and to perform its  obligations  thereunder.
The Purchase  Agreement has been duly authorized,  executed and delivered by the
Parent.

     (iv) The Indenture has been duly authorized,  executed and delivered by the
Parent and (assuming the due  authorization,  execution and delivery  thereof by
the  Trustee)   constitutes  a  valid  and  binding  agreement  of  the  Parent,
enforceable  against the Parent in accordance with its terms,  except (A) as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation,   all  laws  relating  to  fraudulent  transfers),   reorganization,
moratorium  or other  similar  laws  relating  to or  affecting  enforcement  of
creditors'  rights generally,  (B) as enforcement  thereof is subject to general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding  in equity or at law) and (C) as  enforcement  of certain  provisions
thereof  (specifically,  provisions  prohibiting  waivers  or  modifications  by
conduct of the parties or requiring  waivers and modifications to be in writing,
obligations  to pay  attorneys'  fees and other costs and expenses  that are not
reasonable,  and rights to indemnification against the consequences of a party's
own  misconduct  or to the extent  deemed to be against  public  policy)  may be
limited  under the laws of the State of  Wisconsin,  but the  inclusion  of such
provisions  does not affect the  validity of the  Indenture,  and the  Indenture
contains legally adequate  provisions for the realization of the principal legal
rights and benefits offered thereby.

     (v) The  Supplemental  Indenture  has been duly  authorized,  executed  and
delivered  by the Parent and  (assuming  the due  authorization,  execution  and
delivery  thereof by the Trustee)  constitutes a valid and binding  agreement of
the Parent,  enforceable against the Parent in accordance with its terms, except
(A)  as the  enforcement  thereof  may  be  limited  by  bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganization,  moratorium  or other  similar  laws  relating  to or  affecting
enforcement  of  creditors'  rights  generally,  (B) as  enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered  in a  proceeding  in  equity  or at law) and (C) as  enforcement


                                    B - 1
<PAGE>

of certain provisions thereof  (specifically,  provisions prohibiting waivers or
modifications by conduct of the parties or requiring  waivers and  modifications
to be in  writing,  obligations  to pay  attorneys'  fees and  other  costs  and
expenses  that are not  reasonable,  and rights to  indemnification  against the
consequences  of a party's own  misconduct or to the extent deemed to be against
public policy) may be limited under the laws of the State of Wisconsin,  but the
inclusion of such  provisions  does not affect the validity of the  Supplemental
Indenture,  and the Supplemental  Indenture contains legally adequate provisions
for the realization of the principal legal rights and benefits offered thereby.

     (vi) The Registration  Rights Agreement has been duly authorized,  executed
and delivered by the Parent and (assuming the due  authorization,  execution and
delivery  thereof by the  Initial  Purchasers)  constitutes  a valid and binding
agreement of the Parent,  enforceable  against the Parent in accordance with its
terms,  except (A) as the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers),  reorganization,  moratorium  or other  similar laws  relating to or
affecting enforcement of creditors' rights generally, (B) as enforcement thereof
is subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law),  (C) as  enforcement of certain
provisions   thereof   (specifically,    provisions   prohibiting   waivers   or
modifications by conduct of the parties or requiring  waivers and  modifications
to be in  writing,  obligations  to pay  attorneys'  fees and  other  costs  and
expenses  that are not  reasonable,  and rights to  indemnification  against the
consequences  of a party's own  misconduct or to the extent deemed to be against
public policy) may be limited under the laws of the State of Wisconsin,  but the
inclusion of such  provisions  does not affect the validity of the  Registration
Rights  Agreement,  and  the  Registration  Rights  Agreement  contains  legally
adequate  provisions  for the  realization  of the  principal  legal  rights and
benefits  offered  thereby  and (D)  with  respect  to the  indemnification  and
contributions provisions thereof as to which we need express no opinion.

     (vii) The Guarantees are in the form  contemplated  by the Indenture,  have
been duly  authorized  by the  Parent  and,  when  executed  by the  Parent  and
authenticated  by the Trustee in the manner provided in the Indenture  (assuming
the due  authorization,  execution and delivery of the Indenture by the Trustee)
and issued and delivered  against  payment of the purchase  price  therefor will
constitute valid and binding obligations of the Parent,  enforceable against the
Parent in accordance with their terms, except (A) as the enforcement thereof may
be limited by bankruptcy,  insolvency (including,  without limitation,  all laws
relating to fraudulent transfers),  reorganization,  moratorium or other similar
laws relating to or affecting enforcement of creditors' rights generally, (B) as
enforcement  thereof is subject to general  principles of equity  (regardless of
whether  enforcement  is considered in a proceeding in equity or at law) and (C)
as  enforcement  of  certain   provisions  thereof   (specifically,   provisions
prohibiting  waivers or  modifications  by conduct of the  parties or  requiring
waivers and  modifications to be in writing,  obligations to pay attorneys' fees
and  other  costs  and  expenses  that  are  not   reasonable,   and  rights


                                    B - 2
<PAGE>

to  indemnification  against the  consequences of a party's own misconduct or to
the extent deemed to be against  public policy) may be limited under the laws of
the State of Wisconsin, but the inclusion of such provisions does not affect the
validity  of  the  Guarantees,  and  the  Guarantees  contain  legally  adequate
provisions  for the  realization  of the  principal  legal  rights and  benefits
offered thereby, and will be entitled to the benefits of the Indenture.

     (viii) The documents  incorporated by reference in the Offering  Memorandum
(other than the financial statements,  statistical data and supporting schedules
therein, as to which no opinion need be rendered), when they were filed with the
Commission complied as to form in all material respects with the requirements of
the 1934 Act and the rules and regulations of the Commission thereunder.

     (ix)  To the  best of our  knowledge  and  based  on our  discussions  with
officers of the Company,  there is not pending or threatened  any action,  suit,
proceeding, inquiry or investigation, to which the Parent or any subsidiary is a
party,  or to which the  property  of the  Parent or any  subsidiary  thereof is
subject,  before or brought by any court or governmental  agency or body,  which
might  reasonably be expected to result in a Material  Adverse Effect,  or which
might  reasonably be expected to materially and adversely  affect the properties
or assets thereof or the  consummation of the  transactions  contemplated in the
Purchase  Agreement  or  the  performance  by  the  Parent  of  its  obligations
thereunder or the transactions contemplated by the Offering Memorandum.

     (x) To the  best of our  knowledge  and  based  upon our  discussions  with
officers of the Company,  neither the Parent nor IES Utilities  Inc.,  Wisconsin
Power and Light Company and Interstate Power Company (each a "Parent Significant
Subsidiary")  is in violation  of its charter or by-laws,  and no default by the
Parent or any Parent  Significant  Subsidiary  exists in the due  performance or
observance  of  any  material  obligation,   agreement,  covenant  or  condition
contained in any contract,  indenture,  mortgage, loan agreement, note, lease or
other  agreement or instrument  that is described or referred to in the Offering
Memorandum or incorporated by reference therein.

     (xi) No filing with, or authorization,  approval,  consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency,  domestic  or  foreign  (other  than such as may be  required  under the
applicable  securities laws of the various jurisdictions in which the Guarantees
will be offered or sold and under the 1935 Act (solely  with  respect to filings
required to be made with the Commission  subsequent to the Closing Time),  or by
the  1933  Act  or the  1939  Act in  connection  with  the  exchange  offer  as
contemplated by the Registration  Rights Agreement,  as to which we need express
no opinion) is necessary or required in connection  with the due  authorization,
execution and delivery of the Purchase Agreement or the due execution,  delivery
or performance  of the  Registration  Rights  Agreement and the


                                    B - 3
<PAGE>

Indenture by the Parent or for the offering,  issuance,  sale or delivery of the
Guarantees to the Initial  Purchasers or the resale by the Initial Purchasers in
accordance with the terms of the Purchase Agreement.

     (xii) The execution,  delivery and  performance of the Purchase  Agreement,
the DTC Agreement,  the Indenture,  the  Registration  Rights  Agreement and the
Securities and the consummation of the transactions contemplated in the Purchase
Agreement and in the Offering Memorandum (including the use of the proceeds from
the sale of the  Securities  as described in the Offering  Memorandum  under the
caption "Use Of Proceeds")  and  compliance  by the Parent with its  obligations
under the Purchase Agreement,  the Indenture,  the Registration Rights Agreement
and the  Securities  (including  the  related  guarantees)  do not and will not,
whether with or without the giving of notice or lapse of time or both,  conflict
with or  constitute  a breach of, or default or  Repayment  Event (as defined in
Section 1(a)(xiv) of the Purchase  Agreement) under or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Parent or any Parent  Significant  Subsidiary  thereof  pursuant to any material
contracts,  indentures,  mortgages,  deeds of trust, loan or credit  agreements,
notes,  leases or any other  agreements or  instruments  set forth on Schedule A
hereto, to which the Parent or any Parent  Significant  Subsidiary is a party or
by which it or any of them may be  bound,  or to which  any of the  property  or
assets of the Parent or any Parent Significant Subsidiary is subject (except for
such  conflicts,  breaches or defaults or liens,  charges or  encumbrances  that
would not have a Material  Adverse  Effect),  nor will such action result in any
violation  of the  provisions  of the  charter  or  by-laws of the Parent or any
Parent Significant Subsidiary, or any applicable law, statute, rule, regulation,
judgment, order, writ or decree, known to us, of any U.S. government, government
instrumentality  or court,  having  jurisdiction  over the  Parent or any Parent
Significant  Subsidiary  or  any  of  their  respective  properties,  assets  or
operations.

     (xiii)  The  Guarantees  satisfy  the  eligibility   requirements  of  Rule
144A(d)(3) under the Securities Act.

     (xiv) The  issuance of the  Guarantees  complies,  and the  issuance of the
guarantees   related  to  the  Exchange   Securities  as   contemplated  in  the
Registration  Rights  Agreement  will comply,  with the  Securities and Exchange
Commission's Release No. 35-27069, 70-9455 dated as of August 26, 1999.

     Nothing has come to our  attention  that would lead us to believe  that the
Offering Memorandum or any amendment or supplement thereto (except for financial
statements  and schedules and other  financial or  statistical  data included or
incorporated by reference  therein or omitted therefrom as to which we need make
no statement),  at the time the Offering  Memorandum was issued, at the time any
such amended or  supplemented  Offering  Memorandum was issued or at the Closing
Time,  included or includes an untrue statement of a


                                    B - 4
<PAGE>

material fact or omitted or omits to state a material fact necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     In rendering  this opinion,  we relied as to matters of fact (but not as to
legal  conclusions),  to  the  extent  we  deemed  proper,  on  certificates  of
responsible officers of the Parent and public officials.




                                    B - 5
<PAGE>

              SCHEDULE A TO THE FORM OF OPINION OF PARENT'S COUNSEL


1.   Indenture  of  Mortgage  or Deed of Trust  dated  August 1,  1941,  between
     Wisconsin  Power and Light  Company  ("WP&L")  and  First  Wisconsin  Trust
     Company and George B. Luhman, as Trustees.

2.   Rights  Agreement,  dated  January  20,  1999,  between  Interstate  Energy
     Corporation and Firstar Bank Milwaukee, N.A.

3.   Indenture,  dated as of June 20,  1997,  between  WP&L  and  Firstar  Trust
     Company, as Trustee, relating to debt securities.

4.   Officers'  Certificate,  dated  as  of  June  25,  1997,  creating  the  7%
     debentures due June 15, 2007 of WP&L.

5.   Officers'  Certificate,  dated as of October 27,  1998,  creating the 5.70%
     debentures due October 15, 2008 of WP&L.

6.   Indenture  of Mortgage  and Deed of Trust,  dated as of  September 1, 1993,
     between IES Utilities Inc.  (formerly Iowa Electric Light and Power Company
     ("IE"))  and  the  First  National  Bank  of  Chicago,  as  Trustee  ("1993
     Indenture").

7.   Supplemental Indentures to 1993 Indenture; First through Fifth.

8.   Indenture  of  Mortgage  and Deed of Trust,  dated as of  August  1,  1940,
     between IES Utilities  Inc.  (formerly  IE) and the First  National Bank of
     Chicago, Trustee ("1940 Indenture").

9.   Supplemental Indentures to the 1940 Indenture; First through Sixty-Third.

10.  Indenture  or Deed of Trust  dated as of  February  1,  1923,  between  IES
     Utilities Inc.  (successor to Iowa Southern  Utilities  Company ("IS") as a
     result of the  merger of IS and IE) and The  Northern  Trust  Company  (The
     First National Bank of Chicago,  successor) and Harold H. Rockwell (Richard
     D. Manella, successor), as Trustees ("1923 Indenture").

11.  Supplemental  Indentures to the 1923 Indenture;  24 Supplemental Indentures
     dated May 1, 1940 through December 1, 1994.

12.  Indenture  (for  Unsecured  Subordinated  Debt  Securities),  dated  as  of
     December 1, 1995, between IES Utilities Inc. and the First National Bank of
     Chicago, as Trustee.


                                     B - 6
<PAGE>

13.  Indenture  (for Senior  Unsecured Debt  Securities),  dated as of August 1,
     1997, between IES Utilities Inc. and the First National Bank of Chicago, as
     Trustee.

14.  The Original through the Nineteenth  Supplemental  Indentures of Interstate
     Power  Company to The Chase  Manhattan  Bank and Carl E.  Buckley and C. J.
     Heinzelmann,  as Trustees,  dated January 1, 1948 securing  First  Mortgage
     Bonds.

15.  Twentieth  Supplemental  Indenture of Interstate Power Company to The Chase
     Manhattan Bank and C.J. Heinzelmann, as Trustees, dated May 15, 1993.

16.  Second Amended and Restated Credit Agreement dated as of September 17, 1987
     between  Arnold Fuel,  Inc. and the First  National Bank of Chicago and the
     Amended and Restated  Consent and Agreement  dated as of September 17, 1987
     by IES Utilities Inc.



                                      B-7