Execution Copy

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                          REGISTRATION RIGHTS AGREEMENT



                          Dated As of November 9, 1999



                                      among



                         ALLIANT ENERGY RESOURCES, INC.,



                           ALLIANT ENERGY CORPORATION



                                       and



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                       MORGAN STANLEY & CO. INCORPORATED,

                           SALOMON SMITH BARNEY INC.,

                              ABN AMRO INCORPORATED

                                       and

                              BARCLAYS CAPITAL INC.



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<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement  (the  "Agreement")  is made and
entered into this 9th day of November,  1999,  among Alliant  Energy  Resources,
Inc., a Wisconsin  corporation (the "Company"),  Alliant Energy  Corporation,  a
Wisconsin corporation (the "Parent"),  and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated,  Salomon Smith Barney Inc., ABN
Amro  Incorporated  and  Barclays  Capital  Inc.  (collectively,   the  "Initial
Purchasers").

          This  Agreement  is made  pursuant to the  Purchase  Agreement,  dated
November 4, 1999, among the Company,  the Parent, as guarantor,  and the Initial
Purchasers  (the  "Purchase  Agreement"),  which  provides  for the  sale by the
Company to the Initial  Purchasers  of an  aggregate of  $250,000,000  principal
amount of the  Company's 7 3/8% Senior Notes due 2009,  (the  "Securities").  In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company  and the Parent have  agreed to provide to the  Initial  Purchasers  and
their direct and indirect  transferees the registration rights set forth in this
Agreement.  The execution of this  Agreement is a condition to the closing under
the Purchase Agreement.

          In  consideration  of the  foregoing,  the  parties  hereto  agree  as
follows:

          1. Definitions.

          As used in this  Agreement,  the following  capitalized  defined terms
shall have the following meanings:

                    "1933 Act" shall mean the Securities Act of 1933, as amended
          from time to time.

                    "1934 Act" shall mean the  Securities  Exchange Act of l934,
          as amended from time to time.

                    "Closing Date" shall mean the Closing Time as defined in the
          Purchase Agreement.

                    "Company"  shall have the meaning set forth in the  preamble
          and shall also include the Company's successors.

                    "Depositary" shall mean The Depository Trust Company, or any
          other depositary  appointed by the Company,  provided,  however,  that
          such

<PAGE>

          depositary  must have an address in the Borough of  Manhattan,  in the
          City of New York.

                    "Exchange  Offer"  shall  mean  the  exchange  offer  by the
          Company  and  the  Parent  of  Exchange   Securities  for  Registrable
          Securities pursuant to Section 2.1 hereof.

                    "Exchange  Offer  Registration"  shall  mean a  registration
          under the 1933 Act effected pursuant to Section 2.1 hereof.

                    "Exchange  Offer  Registration   Statement"  shall  mean  an
          exchange offer registration  statement on Form S-4 (or, if applicable,
          on another  appropriate  form),  and all amendments and supplements to
          such  registration  statement,   including  the  Prospectus  contained
          therein,  all  exhibits  thereto  and all  documents  incorporated  by
          reference therein.

                    "Exchange  Period"  shall  have  the  meaning  set  forth in
          Section 2.1 hereof.

                    "Exchange Securities" shall mean the 7 3/8% Senior Notes due
          2009,  issued by the  Company  under the  Indenture  containing  terms
          identical  to the  Securities  in all  material  respects  (except for
          references  to  certain  interest  rate  provisions,  restrictions  on
          transfers  and  restrictive  legends),  to be  offered  to  Holders of
          Securities  in exchange  for  Registrable  Securities  pursuant to the
          Exchange Offer.

                    "Holder" shall mean an Initial Purchaser,  for so long as it
          owns any Registrable Securities,  and each of its successors,  assigns
          and direct and indirect  transferees who become  registered  owners of
          Registrable  Securities  under the  Indenture  and each  Participating
          Broker-Dealer  that  holds  Exchange  Securities  for so  long as such
          Participating  Broker-Dealer  is  required  to  deliver  a  prospectus
          meeting the requirements of the 1933 Act in connection with any resale
          of such Exchange Securities.

                    "Indenture"  shall  mean  the  Indenture   relating  to  the
          Securities,  dated as of November 4, 1999,  between the  Company,  the
          Parent and Firstar Bank, N.A., as trustee, as the same may be amended,
          supplemented,  waived  or  otherwise  modified  from  time  to time in
          accordance with the terms thereof.

                    "Initial  Purchaser" or "Initial  Purchasers" shall have the
          meaning set forth in the preamble.


                                       2
<PAGE>

                    "Majority  Holders"  shall mean the Holders of a majority of
          the  aggregate  principal  amount of  Outstanding  (as  defined in the
          Indenture) Registrable Securities;  provided that whenever the consent
          or  approval  of  Holders of a  specified  percentage  of  Registrable
          Securities is required hereunder,  Registrable  Securities held by the
          Company and other  obligors on the  Securities  or any  Affiliate  (as
          defined in the  Indenture)  of the  Company  shall be  disregarded  in
          determining  whether such consent or approval was given by the Holders
          of such required percentage amount.

                    "Parent"  shall have the meaning  set forth in the  preamble
          and shall also include the Parent's successors.

                    "Participating  Broker-Dealer"  shall  mean  any of  Merrill
          Lynch,  Pierce,  Fenner & Smith  Incorporated,  Morgan  Stanley  & Co.
          Incorporated,  Salomon Smith Barney Inc.,  ABN Amro  Incorporated  and
          Barclays Capital Inc. and any other broker-dealer which makes a market
          in the Securities and exchanges Registrable Securities in the Exchange
          Offer for Exchange Securities.

                    "Person" shall mean an individual,  partnership  (general or
          limited),   corporation,   limited   liability   company,   trust   or
          unincorporated  organization,  or a government  or agency or political
          subdivision thereof.

                    "Private  Exchange"  shall  have the  meaning  set  forth in
          Section 2.1 hereof.

                    "Private  Exchange  Securities"  shall have the  meaning set
          forth in Section 2.1 hereof.

                    "Prospectus"  shall  mean  the  prospectus   included  in  a
          Registration Statement,  including any preliminary prospectus, and any
          such   prospectus  as  amended  or   supplemented  by  any  prospectus
          supplement,  including any such prospectus  supplement with respect to
          the terms of the offering of any portion of the Registrable Securities
          covered by a Shelf Registration Statement, and by all other amendments
          and supplements to a prospectus,  including post-effective amendments,
          and in each case  including  all  material  incorporated  by reference
          therein.

                    "Purchase Agreement" shall have the meaning set forth in the
          preamble.


                                       3
<PAGE>

                    "Registrable  Securities"  shall mean the Securities and, if
          issued,  the Private  Exchange  Securities;  provided,  however,  that
          Securities  and, if issued,  the Private  Exchange  Securities,  shall
          cease to be Registrable  Securities when (i) a Registration  Statement
          with respect to such  Securities  shall have been  declared  effective
          under the 1933 Act and such  Securities  shall have been  disposed  of
          pursuant to such  Registration  Statement,  (ii) such  Securities have
          been sold to the public pursuant to Rule l44 (or any similar provision
          then in force,  but not Rule  144A)  under the 1933  Act,  (iii)  such
          Securities  shall have ceased to be  outstanding  or (iv) the Exchange
          Offer is consummated (except in the case of Securities  purchased from
          the Company and continued to be held by the Initial Purchasers).

                    "Registration  Expenses"  shall  mean  any and all  expenses
          incident to performance of or compliance by the Company and the Parent
          with this Agreement,  including without limitation: (i) all SEC, stock
          exchange or National  Association  of  Securities  Dealers,  Inc. (the
          "NASD") registration and filing fees,  including,  if applicable,  the
          fees and expenses of any "qualified independent  underwriter" (and its
          counsel) that is required to be retained by any holder of  Registrable
          Securities in accordance  with the rules and  regulations of the NASD,
          (ii) all fees and expenses incurred in connection with compliance with
          state securities or blue sky laws and compliance with the rules of the
          NASD (including  reasonable fees and  disbursements of counsel for any
          underwriters or Holders in connection with blue sky  qualification  of
          any of the  Exchange  Securities  or  Registrable  Securities  and any
          filings with the NASD), (iii) all expenses of any Persons in preparing
          or assisting in preparing, word processing,  printing and distributing
          any  Registration  Statement,   any  Prospectus,   any  amendments  or
          supplements  thereto,  any underwriting  agreements,  securities sales
          agreements  and other  documents  relating to the  performance  of and
          compliance with this Agreement, (iv) all fees and expenses incurred in
          connection  with  the  listing,  if  any,  of any  of the  Registrable
          Securities on any  securities  exchange or  exchanges,  (v) all rating
          agency  fees,  (vi) the  fees and  disbursements  of  counsel  for the
          Company and the Parent and of the  independent  public  accountants of
          the  Company  and the Parent,  including  the  expenses of any special
          audits or "cold  comfort"  letters  required  by or  incident  to such
          performance  and  compliance,  (vii)  the  fees  and  expenses  of the
          Trustee,  and any escrow agent or  custodian,  (viii) in the case of a
          Shelf Registration Statement, the reasonable fees and disbursements of
          one special counsel  designated in writing by the Majority  Holders to
          represent the Holders of Registrable  Securities and (ix) any fees and
          disbursements of the underwriters  customarily  required to be paid by
          issuers or  sellers of  securities  and the fees and  expenses  of any
          special  experts  retained by


                                       4
<PAGE>

          the  Company  and the  Parent  in  connection  with  any  Registration
          Statement,  but excluding  underwriting  discounts and commissions and
          transfer  taxes,  if  any,  relating  to the  sale or  disposition  of
          Registrable Securities by a Holder.

                    "Registration   Statement"   shall  mean  any   registration
          statement  of the  Company  and the  Parent  which  covers  any of the
          Exchange   Securities  or  Registrable   Securities  pursuant  to  the
          provisions of this  Agreement,  and all amendments and  supplements to
          any such Registration Statement,  including post-effective amendments,
          in each case including the Prospectus  contained therein, all exhibits
          thereto and all material incorporated by reference therein.

                    "Representative"  shall mean Merrill Lynch, Pierce, Fenner &
          Smith Incorporated, as representative of the Initial Purchasers.

                    "SEC" shall mean the Securities  and Exchange  Commission or
          any  successor  agency or  government  body  performing  the functions
          currently  performed  by the United  States  Securities  and  Exchange
          Commission.

                    "SEC Order" shall have the meaning set forth in Section 2.1.

                    "Shelf  Registration"  shall  mean a  registration  effected
          pursuant to Section 2.2 hereof.

                    "Shelf   Registration   Statement"   shall  mean  a  "shelf"
          registration  statement of the Company and the Parent  pursuant to the
          provisions  of Section 2.2 of this  Agreement  which covers all of the
          Registrable Securities or all of the Private Exchange Securities on an
          appropriate  form  under Rule 415 under the 1933 Act,  or any  similar
          rule  that  may  be  adopted  by  the  SEC,  and  all  amendments  and
          supplements to such registration statement,  including  post-effective
          amendments,  in each case including the Prospectus  contained therein,
          all  exhibits  thereto  and all  material  incorporated  by  reference
          therein.

                    "Trustee"  shall  mean  the  trustee  with  respect  to  the
          Securities under the Indenture.

          2. Registration Under the 1933 Act.

          2.1 Exchange Offer. To the extent not prohibited by any applicable law
or applicable interpretation of the staff of the SEC, the Company and the Parent
shall,  for the  benefit  of the  Holders,  at the cost of the  Company  and the
Parent,  (A)  prepare  and, as soon as  practicable  but not later than 135 days
following the Closing  Date,  file with the SEC an Exchange  Offer  Registration
Statement on an  appropriate  form under the 1933


                                       5
<PAGE>

Act with respect to a proposed  Exchange  Offer and the issuance and delivery to
the Holders,  in exchange  for the  Registrable  Securities  (other than Private
Exchange Securities), of a like principal amount of Exchange Securities, (B) 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 Date,
(C) use their  reasonable  best efforts to keep the Exchange Offer  Registration
Statement  effective  until the closing of the Exchange  Offer and (D) use their
reasonable  best efforts to cause the Exchange Offer to be consummated not later
than  45 days  after  the  effective  date of the  Exchange  Offer  Registration
Statement. The Exchange Securities will be issued under the Indenture.  Upon the
effectiveness of the Exchange Offer Registration Statement,  the Company and the
Parent shall  promptly  commence the Exchange  Offer,  it being the objective of
such  Exchange  Offer to enable each Holder  eligible  and  electing to exchange
Registrable Securities for Exchange Securities (assuming that such Holder (a) is
not an  affiliate  of the Company  within the meaning of Rule 405 under the 1933
Act,  (b) is  not a  broker-dealer  tendering  Registrable  Securities  acquired
directly  from the  Company  for its own  account,  (c)  acquired  the  Exchange
Securities  in the  ordinary  course of such  Holder's  business  and (d) has no
arrangements  or  understandings  with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange  Securities) to transfer such
Exchange  Securities  from and after their receipt  without any  limitations  or
restrictions under the 1933 Act and under state securities or blue sky laws.

          In  connection  with the  Exchange  Offer,  the Company and the Parent
shall:

                    (a) mail as promptly as practicable to each Holder a copy of
          the  Prospectus  forming  part  of  the  Exchange  Offer  Registration
          Statement,  together with an  appropriate  letter of  transmittal  and
          related documents;

                    (b) keep the Exchange Offer open for acceptance for a period
          of not less than 20  business  days after the date  notice  thereof is
          mailed to the Holders (or longer if required by applicable  law) (such
          period referred to herein as the "Exchange Period");

                    (c) utilize the services of the  Depositary for the Exchange
          Offer;

                    (d)  permit   Holders  to  withdraw   tendered   Registrable
          Securities at any time prior to 5:00 p.m.  (Eastern Time), on the last
          business day of the  Exchange  Period,  by sending to the  institution
          specified in the notice, a telegram,  telex, facsimile transmission or
          letter setting forth the name of such Holder,  the principal amount of
          Registrable  Securities  delivered for exchange,


                                       6
<PAGE>

          and a statement that such Holder is withdrawing such Holder's election
          to have such Securities exchanged;

                    (e) notify  each Holder that any  Registrable  Security  not
          tendered will remain outstanding and continue to accrue interest,  but
          will not retain any rights under this Agreement (except in the case of
          the Initial  Purchasers and  Participating  Broker-Dealers as provided
          herein); and

                    (f)  otherwise  comply in all respects  with all  applicable
          laws relating to the Exchange Offer.

          If,  prior  to  consummation  of  the  Exchange  Offer,   the  Initial
Purchasers  hold any  Securities  acquired  by them and  having the status of an
unsold  allotment in the initial  distribution,  the Company and the Parent upon
the request of any Initial Purchaser shall,  simultaneously with the delivery of
the Exchange  Securities in the Exchange  Offer and subject to  compliance  with
applicable  securities  laws,  issue and deliver to such  Initial  Purchaser  in
exchange  (the  "Private  Exchange")  for the  Securities  held by such  Initial
Purchaser, a like principal amount of debt securities of the Company on a senior
basis,  that are identical  (except that such securities  shall bear appropriate
transfer  restrictions)  to  the  Exchange  Securities  (the  "Private  Exchange
Securities").

          The Exchange  Securities and the Private Exchange  Securities shall be
issued under (i) the  Indenture  or (ii) an indenture  identical in all material
respects to the Indenture and which,  in either case, has been  qualified  under
the Trust Indenture Act of 1939, as amended (the "TIA"),  or is exempt from such
qualification  and  shall  provide  that the  Exchange  Securities  shall not be
subject to the transfer  restrictions  set forth in the  Indenture  but that the
Private Exchange Securities shall be subject to such transfer restrictions.  The
Indenture or such  indenture  shall  provide that the Exchange  Securities,  the
Private  Exchange  Securities and the Securities shall vote and consent together
on all  matters  as one  class  and that none of the  Exchange  Securities,  the
Private  Exchange  Securities or the  Securities  will have the right to vote or
consent as a separate class on any matter. The Private Exchange Securities shall
be of the  same  series  as and  the  Company  and  the  Parent  shall  use  all
commercially reasonable efforts to have the Private Exchange Securities bear the
same CUSIP number as the Exchange Securities. Neither the Company nor the Parent
shall have any liability under this Agreement solely as a result of such Private
Exchange   Securities  not  bearing  the  same  CUSIP  number  as  the  Exchange
Securities.

          As soon as  practicable  after the close of the Exchange  Offer and/or
the Private Exchange, as the case may be, the Company and the Parent shall:


                                       7
<PAGE>


                    (i) accept for  exchange  all  Registrable  Securities  duly
          tendered and not validly  withdrawn  pursuant to the Exchange Offer in
          accordance with the terms of the Exchange Offer Registration Statement
          and the letter of transmittal which shall be an exhibit thereto;

                    (ii) accept for exchange all  Securities  properly  tendered
          pursuant to the Private Exchange;

                    (iii)   deliver  to  the   Trustee  for   cancellation   all
          Registrable Securities so accepted for exchange; and

                    (iv) cause the Trustee  promptly to authenticate and deliver
          Exchange  Securities or Private Exchange  Securities,  as the case may
          be, to each Holder of Registrable  Securities so accepted for exchange
          in a principal amount equal to the principal amount of the Registrable
          Securities of such Holder so accepted for exchange.

          Interest on each Exchange  Security and Private Exchange Security will
accrue  from  the  last  date on  which  interest  was  paid on the  Registrable
Securities  surrendered in exchange therefor or, if no interest has been paid on
the Registrable  Securities,  from the date of original  issuance.  The Exchange
Offer and the Private  Exchange  shall not be subject to any  conditions,  other
than (i) that the Exchange Offer or the Private  Exchange,  or the making of any
exchange  by a  Holder,  does  not  violate  applicable  law or  any  applicable
interpretation  of the staff of the SEC, (ii) the due  tendering of  Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have  represented  that all  Exchange  Securities  to be received by it shall be
acquired  in the  ordinary  course of its  business  and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to  participate in the  distribution  (within the meaning of the
1933  Act)  of  the  Exchange   Securities   and  shall  have  made  such  other
representations  as may be  reasonably  necessary  under  applicable  SEC rules,
regulations  or  interpretations  to  render  the  use  of  Form  S-4  or  other
appropriate form under the 1933 Act available, (iv) that no action or proceeding
shall  have been  instituted  or  threatened  in any  court or by or before  any
governmental  agency with respect to the Exchange Offer or the Private  Exchange
which,  in the  judgment  of the Company and the  Parent,  would  reasonably  be
expected to impair the ability of the Company and the Parent to proceed with the
Exchange  Offer or the  Private  Exchange  and that the  Exchange  Offer and the
Private  Exchange  shall  comply with the  provisions  of the SEC's  Release No.
35-27069,  70-9455  dated as of  August  26,  1999 by which the  Parent  and the
Company are bound (the "SEC Order"). The Company and the Parent shall inform the
Initial  Purchasers  of the  names  and  addresses  of the  Holders  to whom the


                                       8
<PAGE>

Exchange  Offer is made,  and the  Initial  Purchasers  shall  have the right to
contact  such  Holders  and  otherwise  facilitate  the  tender  of  Registrable
Securities in the Exchange Offer.

          2.2 Shelf  Registration.  (i) If,  because of any changes in law,  SEC
rules or regulations or applicable  interpretations  thereof by the staff of the
SEC, the Company and the Parent are not  permitted to effect the Exchange  Offer
as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange
Offer Registration Statement is not declared effective within 180 days following
the Closing Date or the Exchange Offer is not  consummated  within 45 days after
effectiveness of the Exchange Offer Registration Statement (provided that if the
Exchange Offer  Registration  Statement  shall be declared  effective after such
180-day period or if the Exchange  Offer shall be consummated  after such 45-day
period, then the obligation of the Company and the Parent under this clause (ii)
arising  from the failure of the  Exchange  Offer  Registration  Statement to be
declared  effective  within such  180-day  period or the failure of the Exchange
Offer  to  be  consummated  within  such  45-day  period,  respectively,   shall
terminate),  (iii) upon the request of any of the Initial  Purchasers  within 90
days following the  consummation of the Exchange Offer,  (iv) if, as a result of
any  changes in law,  SEC rules or  regulations  or  applicable  interpretations
thereof by the staff of the SEC or  otherwise,  a Holder  (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 (v) if, unless
the  Company  otherwise  determines,  at the time of  issuance  of the  Exchange
Securities  or the  Private  Exchange  Securities,  the  interest  rate for 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,  then in case of each of clauses (i) through (v) the Company and
the Parent shall, at their cost:

                    (a) As  promptly  as  practicable,  file  with the SEC,  and
          thereafter  shall use their  reasonable  best  efforts  to cause to be
          declared  effective as promptly as  practicable  but no later than 210
          days after the Closing Date, a Shelf  Registration  Statement relating
          to the offer and sale of the  Registrable  Securities  by the  Holders
          from  time to time in  accordance  with the  methods  of  distribution
          elected  by  the   Majority   Holders   participating   in  the  Shelf
          Registration and set forth in such Shelf Registration Statement.

                    (b) Use  their  reasonable  best  efforts  to keep the Shelf
          Registration  Statement  continuously effective in order to permit the
          Prospectus  forming  part thereof to be usable by Holders for a period
          of two years from the Closing  Date,  or for such shorter  period that
          will terminate when all  Registrable  Securities  covered by the Shelf
          Registration   Statement   have  been  sold   pursuant


                                       9
<PAGE>

          to the Shelf  Registration  Statement  or cease to be  outstanding  or
          otherwise to be Registrable  Securities (the "Effectiveness  Period");
          provided,  however,  that the  Effectiveness  Period in respect of the
          Shelf Registration  Statement shall be extended to the extent required
          to permit  dealers to comply with the applicable  prospectus  delivery
          requirements of Rule 174 under the 1933 Act and as otherwise  provided
          herein.

                    (c)  Notwithstanding  any other provisions hereof, use their
          reasonable  best  efforts  to ensure  that (i) any Shelf  Registration
          Statement and any amendment  thereto and any  Prospectus  forming part
          thereof and any supplement  thereto complies in all material  respects
          with the 1933 Act and the rules and regulations  thereunder,  (ii) any
          Shelf Registration  Statement and any amendment thereto does not, when
          it becomes  effective,  contain 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 and (iii) any
          Prospectus forming part of any Shelf Registration  Statement,  and any
          supplement to such Prospectus (as amended or supplemented from time to
          time), does not include an untrue statement of a material fact or omit
          to state a material fact necessary in order to make the statements, in
          light of the circumstances under which they were made, not misleading;
          provided,  however, that clauses (ii) and (iii) shall not apply to any
          information  relating to any Initial Purchaser or any Holder furnished
          to the  Company  in  writing  by  such  Initial  Purchaser  or  Holder
          expressly for use in the Shelf Registration Statement.

          The Company and the Parent further agree, if necessary,  to supplement
or amend the Shelf  Registration  Statement,  as required by Section 3(b) below,
and to  furnish  to the  Holders of  Registrable  Securities  copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

          2.3  Expenses.  The Company and the Parent shall pay all  Registration
Expenses in  connection  with the  registration  pursuant to Section 2.1 or 2.2.
Each Holder shall pay all  underwriting  discounts and  commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's  Registrable
Securities pursuant to the Shelf Registration Statement.

          2.4. Effectiveness.

                    (a) The  Company  and the Parent  will be deemed not to have
          used  their  reasonable  best  efforts  to cause  the  Exchange  Offer
          Registration  Statement or the Shelf  Registration  Statement,  as the
          case may be, to become,  or to remain,  effective during the requisite
          period if the Company and the Parent


                                       10
<PAGE>

          voluntarily  take any action  that  would,  or omit to take any action
          which omission would,  result in any such  Registration  Statement not
          being declared  effective or in the Holders of Registrable  Securities
          covered  thereby  not being  able to  exchange  or offer and sell such
          Registrable  Securities  during  that  period  as and  to  the  extent
          contemplated hereby,  unless such action is required by applicable law
          or, in the case of the Exchange  Offer  Registration  Statement,  such
          action would violate the provisions of the SEC Order.

                    (b) An Exchange  Offer  Registration  Statement  pursuant to
          Section  2.1  hereof or a Shelf  Registration  Statement  pursuant  to
          Section 2.2 hereof will not be deemed to have become  effective unless
          it has been declared effective by the SEC; provided, however, that if,
          after it has been  declared  effective,  the  offering of  Registrable
          Securities  pursuant to an Exchange Offer Registration  Statement or a
          Shelf  Registration  Statement is  interfered  with by any stop order,
          injunction  or other  order  or  requirement  of the SEC or any  other
          governmental  agency or court,  such  Registration  Statement  will be
          deemed  not to  have  become  effective  during  the  period  of  such
          interference, until the offering of Registrable Securities pursuant to
          such Registration Statement may legally resume.

          2.5 Interest. The Indenture executed in connection with the Securities
will  provide  that in the  event  that  (a)  the  Exchange  Offer  Registration
Statement is not filed with the Commission on or prior to the 135th calendar day
following the Closing Date,  (b) the Exchange Offer  Registration  Statement has
not been declared  effective on or prior to the 180th calendar day following the
Closing Date, (c) the Exchange Offer is not consummated, on or prior to the 45th
calendar day  following the effective  date of the Exchange  Offer  Registration
Statement or (d) if required,  the Shelf Registration  Statement is not declared
effective on or prior to the 210th calendar day following the Closing Date (each
such event  referred  to in clauses  (a)  through  (d)  above,  a  "Registration
Default"),  the  interest  rate  borne  by the  Securities  shall  be  increased
("Additional  Interest")  by  one-quarter  of one  percent  per  annum  upon the
occurrence of a Registration Default,  which rate will increase by an additional
one-quarter of one percent at the beginning of the subsequent 90-day period that
such  Additional  Interest  continues  to accrue  under  any such  circumstance,
provided  that the maximum  aggregate  increase in the interest  rate will in no
event exceed  one-half of one percent  (0.50%) per annum.  Following the cure of
all Registration  Defaults the accrual of Additional Interest will cease and the
interest rate will revert to the original rate.

          If the Shelf Registration Statement is unusable by the Holders for any
reason after the Shelf Registration Statement has been declared effective by the
SEC, and the aggregate number of days in any consecutive twelve-month period for
which the Shelf  Registration  Statement  shall not be usable exceeds 30 days in
the aggregate,  then the


                                       11
<PAGE>

interest  rate borne by the  Securities  will be increased by 0.25% per annum of
the principal  amount of the  Securities for the first 90-day period (or portion
thereof)  beginning  on  the  31st  day  following  the  date  that  such  Shelf
Registration  Statement ceases to be usable, which rate shall be increased by an
additional  0.25% per annum of the  principal  amount of the  Securities  at the
beginning of each subsequent 90-day period,  provided that the maximum aggregate
increase in the interest  rate will in no event  exceed  one-half of one percent
(0.50%) per annum. Any amounts payable under this paragraph shall also be deemed
"Additional   Interest"  for  purposes  of  this   Agreement.   Upon  the  Shelf
Registration  Statement once again becoming  usable,  the interest rate borne by
the Securities will be reduced to the original  interest rate if the Company and
the  Parent  are  otherwise  in  compliance  with this  Agreement  at such time.
Additional Interest shall be computed based on the actual number of days elapsed
in each 90-day period in which the Shelf Registration Statement is unusable.

          The  Company and the Parent  shall  notify the  Trustee  within  three
business  days after each and every date on which an event  occurs in respect of
which Additional  Interest is required to be paid (an "Event Date").  Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of Registrable Securities, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay the
Additional  Interest then due. The  Additional  Interest due shall be payable on
each  interest  payment  date to the record  Holder of  Securities  entitled  to
receive  the  interest  payment  to be  paid on such  date as set  forth  in the
Indenture.  Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.

          3. Registration Procedures.

          In connection  with the obligations of the Company and the Parent with
respect to Registration  Statements pursuant to Sections 2.1 and 2.2 hereof, the
Company and the Parent shall:

                    (a) prepare and file with the SEC a Registration  Statement,
          within  the  relevant  time  period  specified  in  Section  2, on the
          appropriate  form under the 1933 Act, which form (i) shall be selected
          by the  Company and the  Parent,  (ii)  shall,  in the case of a Shelf
          Registration,  be available for the sale of the Registrable Securities
          by the selling Holders  thereof,  (iii) shall comply as to form in all
          material  respects with the  requirements  of the applicable  form and
          include or incorporate by reference all financial  statements required
          by the SEC to be filed therewith or incorporated by reference  therein
          and (iv) shall comply in all material  respects with the  requirements
          of Regulation  S-T under the 1933 Act,


                                       12
<PAGE>

          and use their  reasonable  best  efforts  to cause  such  Registration
          Statement to become  effective and remain effective in accordance with
          Section 2 hereof;

                    (b)  prepare  and  file  with the SEC  such  amendments  and
          post-effective  amendments  to each  Registration  Statement as may be
          necessary  under  applicable law to keep such  Registration  Statement
          effective for the applicable  period;  and cause each Prospectus to be
          supplemented  by  any  required  prospectus  supplement,   and  as  so
          supplemented  to be  filed  pursuant  to  Rule  424  (or  any  similar
          provision  then in  force)  under  the  1933 Act and  comply  with the
          provisions of the 1933 Act, the 1934 Act and the rules and regulations
          thereunder  applicable to them with respect to the  disposition of all
          securities   covered  by  each   Registration   Statement  during  the
          applicable period in accordance with the intended method or methods of
          distribution by the selling Holders  thereof  (including  sales by any
          Participating Broker-Dealer);

                    (c) in the case of a Shelf  Registration,  (i)  notify  each
          Holder of Registrable Securities, at least five business days prior to
          filing,  that a  Shelf  Registration  Statement  with  respect  to the
          Registrable  Securities  is being filed and advising such Holders that
          the distribution of Registrable  Securities will be made in accordance
          with the method selected by the Majority Holders  participating in the
          Shelf  Registration;  (ii)  furnish  to  each  Holder  of  Registrable
          Securities  and to each  underwriter  of an  underwritten  offering of
          Registrable Securities, if any, without charge, as many copies of each
          Prospectus,  including each preliminary Prospectus,  and any amendment
          or  supplement  thereto  and such other  documents  as such  Holder or
          underwriter may reasonably request, including financial statements and
          schedules  and, if the Holder so  requests,  all  exhibits in order to
          facilitate  the public sale or other  disposition  of the  Registrable
          Securities;  and (iii) hereby  consent to the use of the Prospectus or
          any amendment or supplement  thereto by each of the selling Holders of
          Registrable Securities in connection with the offering and sale of the
          Registrable  Securities  covered by the Prospectus or any amendment or
          supplement thereto;

                    (d) use their reasonable best efforts to register or qualify
          the Registrable  Securities  under all applicable  state securities or
          "blue sky" laws of such  jurisdictions  as any  Holder of  Registrable
          Securities covered by a Registration Statement and each underwriter of
          an underwritten  offering of Registrable  Securities  shall reasonably
          request by the time the applicable  Registration Statement is declared
          effective  by the SEC,  and do any and all other acts and things which
          may be  reasonably  necessary  or advisable to enable each such Holder
          and   underwriter   to  consummate   the   disposition  in  each  such
          jurisdiction  of such  Registrable  Securities  owned by such  Holder;
          provided,


                                       13
<PAGE>

          however,  that neither the Company nor the Parent shall be required to
          (i) qualify as a foreign  corporation  or as a dealer in securities in
          any  jurisdiction  where it would not otherwise be required to qualify
          but for this Section 3(d), or (ii) take any action which would subject
          it to general service of process or taxation in any such  jurisdiction
          where it is not then so subject;

                    (e) notify  promptly each Holder of  Registrable  Securities
          under a Shelf Registration or any Participating  Broker-Dealer who has
          notified the Company and the Parent that it is utilizing  the Exchange
          Offer  Registration  Statement as provided in paragraph (f) below and,
          if requested by such Holder or  Participating  Broker-Dealer,  confirm
          such advice in writing promptly (i) when a Registration  Statement has
          become   effective  and  when  any   post-effective   amendments   and
          supplements  thereto become effective,  (ii) of any request by the SEC
          or any state securities  authority for  post-effective  amendments and
          supplements  to  a  Registration   Statement  and  Prospectus  or  for
          additional  information  after the  Registration  Statement has become
          effective,  (iii) of the  issuance by the SEC or any state  securities
          authority  of  any  stop  order  suspending  the  effectiveness  of  a
          Registration  Statement or the initiation of any  proceedings for that
          purpose,  (iv) in the case of a Shelf  Registration,  if,  between the
          effective date of a Registration Statement and the closing of any sale
          of Registrable  Securities covered thereby,  the  representations  and
          warranties of the Company and the Parent contained in any underwriting
          agreement,  securities sales agreement or other similar agreement,  if
          any,  relating  to the  offering  cease to be true and  correct in all
          material respects,  (v) of the happening of any event or the discovery
          of any facts  during  the  period a Shelf  Registration  Statement  is
          effective  which  makes  any  statement  made  in  such   Registration
          Statement or the related  Prospectus untrue in any material respect or
          which  requires  the  making  of  any  changes  in  such  Registration
          Statement or  Prospectus in order to make the  statements  therein not
          misleading,  (vi) of the  receipt by the  Company or the Parent of any
          notification  with respect to the suspension of the  qualification  of
          the Registrable Securities or the Exchange Securities, as the case may
          be, for sale in any  jurisdiction  or the initiation or threatening of
          any proceeding for such purpose and (vii) of any  determination by the
          Company  and  the  Parent  that a  post-effective  amendment  to  such
          Registration Statement would be appropriate;

                    (f)  (A) in the  case  of the  Exchange  Offer  Registration
          Statement (i) include in the Exchange Offer  Registration  Statement a
          section  entitled  "Plan  of  Distribution"  which  section  shall  be
          reasonably  acceptable to Merrill Lynch on behalf of the Participating
          Broker-Dealers,  and which shall  contain a summary  statement  of the
          positions  taken or policies made by the staff


                                       14
<PAGE>

          of the SEC with respect to the potential  "underwriter"  status of any
          broker-dealer that holds Registrable  Securities  acquired for its own
          account  as a result  of  market-making  activities  or other  trading
          activities and that will be the  beneficial  owner (as defined in Rule
          13d-3 under the Exchange Act) of Exchange Securities to be received by
          such  broker-dealer  in the Exchange Offer,  whether such positions or
          policies  have been publicly  disseminated  by the staff of the SEC or
          such  positions or  policies,  in the  reasonable  judgment of Merrill
          Lynch on behalf of the Participating  Broker-Dealers  and its counsel,
          represent the  prevailing  views of the staff of the SEC,  including a
          statement that any such broker-dealer who receives Exchange Securities
          for  Registrable  Securities  pursuant  to the  Exchange  Offer may be
          deemed a statutory  underwriter and must deliver a prospectus  meeting
          the requirements of the 1933 Act in connection with any resale of such
          Exchange Securities,  (ii) furnish to each Participating Broker-Dealer
          who has delivered to the Company and the Parent the notice referred to
          in Section 3(e),  without  charge,  as many copies of each  Prospectus
          included in the Exchange Offer Registration  Statement,  including any
          preliminary  prospectus,  and any amendment or supplement  thereto, as
          such Participating  Broker-Dealer may reasonably request, (iii) hereby
          consent  to the use of the  Prospectus  forming  part of the  Exchange
          Offer Registration  Statement or any amendment or supplement  thereto,
          by any Person subject to the prospectus  delivery  requirements of the
          SEC,  including all Participating  Broker-Dealers,  in connection with
          the  sale  or  transfer  of the  Exchange  Securities  covered  by the
          Prospectus or any amendment or supplement thereto, and (iv) include in
          the transmittal  letter or similar  documentation to be executed by an
          exchange offeree in order to participate in the Exchange Offer (x) the
          following provision:

                  "If  the   exchange   offeree  is  a   broker-dealer   holding
                  Registrable  Securities  acquired  for  its own  account  as a
                  result   of   market-making   activities   or  other   trading
                  activities,   it  will  deliver  a   prospectus   meeting  the
                  requirements  of the 1933 Act in connection with any resale of
                  Exchange  Securities  received in respect of such  Registrable
                  Securities pursuant to the Exchange Offer;" and

          (y) a  statement  to the  effect  that by a  broker-dealer  making the
          acknowledgment  described in clause (x) and by delivering a Prospectus
          in  connection  with  the  exchange  of  Registrable  Securities,  the
          broker-dealer  will not be deemed to admit  that it is an  underwriter
          within the meaning of the 1933 Act; and

                    (B)  in  the  case  of  any  Exchange   Offer   Registration
          Statement,  the Company and the Parent agree to deliver to the Initial
          Purchasers  on behalf  of


                                       15
<PAGE>

          the  Participating   Broker-Dealers  upon  the  effectiveness  of  the
          Exchange  Offer  Registration  Statement  (i) an opinion of counsel or
          opinions  of  counsel  substantially  in the form  attached  hereto as
          Exhibit  A,  (ii)  officers'  certificates  substantially  in the form
          customarily  delivered  in a public  offering of debt  securities  and
          (iii) a comfort  letter or comfort  letters in  customary  form to the
          extent  permitted  by Statement  on Auditing  Standards  No. 72 of the
          American  Institute  of  Certified  Public  Accountants  (or if such a
          comfort letter is not permitted,  an agreed upon procedures  letter in
          customary form) from the independent  certified public  accountants of
          the Company and the Parent (and, if necessary,  any other  independent
          certified  public  accountants of any subsidiary of the Company or the
          Parent or of any  business  acquired  by the Company or the Parent for
          which financial statements are, or are required to be, included in the
          Registration Statement) at least as broad in scope and coverage as the
          comfort letter or comfort letters delivered to the Initial  Purchasers
          in connection  with the initial sale of the  Securities to the Initial
          Purchasers;

                    (g) (i) in the case of an Exchange  Offer,  furnish  counsel
          for  the  Initial   Purchasers  and  (ii)  in  the  case  of  a  Shelf
          Registration,   furnish   counsel  for  the  Holders  of   Registrable
          Securities  copies of any comment letters received from the SEC or any
          other  request  by the  SEC  or any  state  securities  authority  for
          amendments or supplements  to a Registration  Statement and Prospectus
          or for additional information;

                    (h) make every reasonable effort to obtain the withdrawal of
          any order suspending the effectiveness of a Registration  Statement at
          the earliest possible moment;

                    (i) in the  case of a Shelf  Registration,  furnish  to each
          Holder  of  Registrable  Securities,  and  each  underwriter,  if any,
          without  charge,  at least  one  conformed  copy of each  Registration
          Statement  and  any  post-effective   amendment   thereto,   including
          financial  statements and schedules  (without  documents  incorporated
          therein by reference and all exhibits thereto, unless requested);

                    (j) in the case of a Shelf Registration,  cooperate with the
          selling  Holders of  Registrable  Securities to facilitate  the timely
          preparation  and  delivery of  certificates  representing  Registrable
          Securities  to be sold and not bearing any  restrictive  legends;  and
          enable  such  Registrable  Securities  to  be  in  such  denominations
          (consistent  with the  provisions of the  Indenture) and registered in
          such names as the selling  Holders or the  underwriters,  if any,  may


                                       16
<PAGE>

          reasonably  request at least three  business days prior to the closing
          of any sale of Registrable Securities;

                    (k) in the case of a Shelf Registration, upon the occurrence
          of any event or the discovery of any facts,  each as  contemplated  by
          Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after
          the occurrence of such an event,  use their reasonable best efforts to
          prepare a supplement or  post-effective  amendment to the Registration
          Statement  or the  related  Prospectus  or any  document  incorporated
          therein by reference or file any other  required  document so that, as
          thereafter  delivered to the purchasers of the Registrable  Securities
          or Participating  Broker-Dealers,  such Prospectus will not contain at
          the time of such  delivery any untrue  statement of a material fact or
          omit to  state a  material  fact  necessary  to  make  the  statements
          therein, in light of the circumstances under which they were made, not
          misleading  or will remain so  qualified.  At such time as such public
          disclosure is otherwise  made or the Company and the Parent  determine
          that such  disclosure  is not  necessary,  in each case to correct any
          misstatement  of a material  fact or to include any  omitted  material
          fact,  the Company and the Parent agree promptly to notify each Holder
          of such determination and to furnish each Holder such number of copies
          of the  Prospectus  as amended  or  supplemented,  as such  Holder may
          reasonably request;

                    (l) in the case of a Shelf  Registration,  a reasonable time
          prior to the filing of any Registration Statement, any Prospectus, any
          amendment to a Registration  Statement or amendment or supplement to a
          Prospectus or any document  which is to be  incorporated  by reference
          into a Registration  Statement or a Prospectus after initial filing of
          a  Registration  Statement,  provide  copies of such  document  to the
          Initial Purchasers on behalf of such Holders; and make representatives
          of the Company and the Parent as shall be reasonably  requested by the
          Holders of Registrable Securities, or the Initial Purchasers on behalf
          of such  Holders,  available  for  discussion  of such  document  upon
          reasonable  advance notice. In connection with such  discussions,  the
          Holders or the Initial  Purchasers,  on behalf of such Holders,  shall
          use their  reasonable  best efforts to minimize any  disruption to the
          business of the Company and the Parent;

                    (m)  obtain  a CUSIP  number  for all  Exchange  Securities,
          Private Exchange Securities or Registrable Securities, as the case may
          be, not later than the effective date of a Registration Statement, and
          provide the Trustee with  certificates  for the  Exchange  Securities,
          Private Exchange Securities or the Registrable Securities, as the case
          may be, in a form eligible for deposit with the Depositary;


                                       17
<PAGE>

                    (n) (i) cause the Indenture to be qualified under the TIA in
          connection  with  the  registration  of  the  Exchange  Securities  or
          Registrable  Securities,  as the case may be, (ii)  cooperate with the
          Trustee and the Holders to effect such changes to the Indenture as may
          be required for the  Indenture to be so qualified in  accordance  with
          the terms of the TIA and (iii) execute,  and use their reasonable best
          efforts  to cause the  Trustee to  execute,  all  documents  as may be
          required to effect  such  changes,  and all other forms and  documents
          required  to be filed  with the SEC to enable the  Indenture  to be so
          qualified in a timely manner;

                    (o)  in  the  case  of  a  Shelf  Registration,  enter  into
          agreements  (including  underwriting  agreements)  and take all  other
          customary and  appropriate  actions in order to expedite or facilitate
          the disposition of such Registrable  Securities and in such connection
          whether or not an  underwriting  agreement is entered into and whether
          or not the registration is an underwritten registration:

                              (i) make such  representations  and  warranties to
                    the  Holders  of  such   Registrable   Securities   and  the
                    underwriters,  if any, in form,  substance  and scope as are
                    customarily  made by  issuers  to  underwriters  in  similar
                    underwritten  offerings  as may be  reasonably  requested by
                    them;

                              (ii) obtain opinions of counsel to the Company and
                    the Parent and updates  thereof  (which counsel and opinions
                    (in  form,   scope  and   substance)   shall  be  reasonably
                    satisfactory to the managing  underwriters,  if any, and the
                    holders of a majority in principal amount of the Registrable
                    Securities  being sold) addressed to each selling Holder and
                    the underwriters,  if any, covering the matters  customarily
                    covered in  opinions  requested  in sales of  securities  or
                    underwritten  offerings  and such  other  matters  as may be
                    reasonably requested by such Holders and underwriters;

                              (iii)  obtain "cold  comfort"  letters and updates
                    thereof from the independent certified public accountants of
                    the Company and the Parent  (and,  if  necessary,  any other
                    independent  certified public  accountants of any subsidiary
                    of the Company or the Parent or of any business  acquired by
                    the  Company or the Parent  for which  financial  statements
                    are,  or are  required to be,  included in the  Registration
                    Statement)  addressed to the  underwriters,  if any, and use
                    reasonable  efforts  to have such  letter  addressed  to the
                    selling  Holders of  Registrable  Securities  (to the extent
                    consistent  with  Statement on Auditing  Standards No. 72 of
                    the American  Institute of Certified Public Accounts),  such


                                       18
<PAGE>

                    letters to be in customary form and covering  matters of the
                    type  customarily  covered  in  "cold  comfort"  letters  to
                    underwriters   in  connection   with  similar   underwritten
                    offerings;

                              (iv) enter into a securities  sales agreement with
                    the Holders and an agent of the Holders providing for, among
                    other things,  the appointment of such agent for the selling
                    Holders  for  the  purpose  of   soliciting   purchases   of
                    Registrable  Securities,  which  agreement shall be in form,
                    substance and scope customary for similar offerings;

                              (v) if an underwriting  agreement is entered into,
                    cause the same to set forth  indemnification  provisions and
                    procedures  substantially  equivalent to the indemnification
                    provisions and procedures set forth in Section 4 hereof with
                    respect  to the  underwriters  and all other  parties  to be
                    indemnified  pursuant to said  Section or, at the request of
                    any underwriters,  in the form customarily  provided to such
                    underwriters in similar types of transactions; and

                              (vi) deliver such  documents and  certificates  as
                    may be reasonably requested and as are customarily delivered
                    in  similar  offerings  to  the  Holders  of a  majority  in
                    principal  amount of the Registrable  Securities  being sold
                    and the managing underwriters, if any.

          The above shall be done at (i) the  effectiveness of such Registration
Statement  (and each  post-effective  amendment  thereto)  and (ii) each closing
under any  underwriting  or  similar  agreement  as and to the  extent  required
thereunder;

          (p) in the case of a Shelf Registration or if a Prospectus is required
to be delivered by any  Participating  Broker-Dealer  in the case of an Exchange
Offer,  make available for inspection by  representatives  of the Holders of the
Registrable  Securities,  any  underwriters  participating  in  any  disposition
pursuant to a Shelf Registration Statement, any Participating  Broker-Dealer and
any counsel or accountant  retained by any of the  foregoing,  all financial and
other records,  pertinent  corporate documents and properties of the Company and
the Parent  reasonably  requested by any such persons,  and cause the respective
officers,  directors,  employees,  and any other  agents of the  Company and the
Parent  to   supply   all   information   reasonably   requested   by  any  such
representative,  underwriter, special counsel or accountant in connection with a
Registration  Statement,  and make such  representatives  of the Company and the
Parent  available  for  discussion  of such  documents  as shall  be  reasonably
requested by the Initial Purchasers;


                                       19
<PAGE>

          (q) (i) in the case of an Exchange  Offer  Registration  Statement,  a
reasonable  time  prior  to  the  filing  of  any  Exchange  Offer  Registration
Statement,  any Prospectus forming a part thereof,  any amendment to an Exchange
Offer  Registration  Statement or amendment or  supplement  to such  Prospectus,
provide copies of such document to the Initial  Purchasers and to counsel to the
Holders of  Registrable  Securities  and make such changes in any such  document
prior to the filing thereof as the Initial  Purchasers or counsel to the Holders
of  Registrable  Securities  may  reasonably  request  and,  except as otherwise
required by  applicable  law, not file any such  document in a form to which the
Initial  Purchasers  on behalf of the  Holders  of  Registrable  Securities  and
counsel to the Holders of Registrable  Securities shall not have previously been
advised and furnished a copy of or to which the Initial  Purchasers on behalf of
the Holders of  Registrable  Securities or counsel to the Holders of Registrable
Securities shall reasonably object, and make the  representatives of the Company
and the Parent available for discussion of such documents as shall be reasonably
requested by the Initial Purchasers; and

                    (ii) in the case of a Shelf Registration,  a reasonable time
          prior to  filing  any Shelf  Registration  Statement,  any  Prospectus
          forming a part  thereof,  any  amendment  to such  Shelf  Registration
          Statement or  amendment  or  supplement  to such  Prospectus,  provide
          copies of such document to the Holders of Registrable  Securities,  to
          the  Initial  Purchasers,  to  counsel  for  the  Holders  and  to the
          underwriter or underwriters of an underwritten offering of Registrable
          Securities,  if any, make such changes in any such  document  prior to
          the  filing  thereof as the  Initial  Purchasers,  the  counsel to the
          Holders or the underwriter or underwriters  reasonably request and not
          file any such  document in a form to which the Majority  Holders,  the
          Initial Purchasers on behalf of the Holders of Registrable Securities,
          counsel for the Holders of Registrable  Securities or any  underwriter
          shall not have  previously  been advised and furnished a copy of or to
          which the Majority  Holders,  the Initial  Purchasers of behalf of the
          Holders  of  Registrable   Securities,   counsel  to  the  Holders  of
          Registrable Securities or any underwriter shall reasonably object, and
          make the  representatives  of the Company and the Parent available for
          discussion of such  document as shall be  reasonably  requested by the
          Holders of Registrable Securities, the Initial Purchasers on behalf of
          such Holders, counsel for the Holders of Registrable Securities or any
          underwriter.

                    (r)  in  the  case  of  a  Shelf  Registration,   use  their
          reasonable  best  efforts to cause all  Registrable  Securities  to be
          listed on any  securities  exchange on


                                       20
<PAGE>

          which similar debt securities  issued by the Company or the Parent are
          then listed if requested by the Majority  Holders,  or if requested by
          the  underwriter  or  underwriters  of  an  underwritten  offering  of
          Registrable Securities, if any;

                    (s)  in  the  case  of  a  Shelf  Registration,   use  their
          reasonable  best  efforts to cause the  Registrable  Securities  to be
          rated by the  appropriate  rating  agencies,  if so  requested  by the
          Majority  Holders,  or if requested by the underwriter or underwriters
          of an underwritten offering of Registrable Securities, if any;

                    (t)  otherwise   comply  with  all   applicable   rules  and
          regulations of the SEC and make available to its security holders,  as
          soon as reasonably  practicable,  an earnings  statement of the Parent
          covering at least 12 months  which shall  satisfy  the  provisions  of
          Section 11(a) of the 1933 Act and Rule 158 thereunder;

                    (u) cooperate and assist in any filings  required to be made
          with  the  NASD  and,  in the  case  of a Shelf  Registration,  in the
          performance of any due diligence  investigation by any underwriter and
          its counsel (including any "qualified independent underwriter" that is
          required to be retained in accordance  with the rules and  regulations
          of the NASD); and

                    (v) upon  consummation  of an  Exchange  Offer or a  Private
          Exchange, obtain a customary opinion of counsel to the Company and the
          Parent  addressed  to the  Trustee  for the  benefit of all Holders of
          Registrable Securities  participating in the Exchange Offer or Private
          Exchange,  and which  includes an opinion that (i) each of the Company
          and the  Parent  has  duly  authorized,  executed  and  delivered  the
          Exchange Securities and/or Private Exchange Securities, as applicable,
          and the related  indenture,  and (ii) each of the Exchange  Securities
          and related indenture constitute a legal, valid and binding obligation
          of the Company and the Parent, enforceable against the Company and the
          Parent  in  accordance  with  its  respective  terms  (with  customary
          exceptions).

          In the case of a Shelf  Registration  Statement,  the  Company and the
Parent  may  (as a  condition  to  such  Holder's  participation  in  the  Shelf
Registration)  require each Holder of  Registrable  Securities (i) to furnish to
the  Company  and the  Parent  such  information  regarding  the  Holder and the
proposed  distribution  by such  Holder of such  Registrable  Securities  as the
Company  and the Parent  may from time to time  reasonably  request  and (ii) to
agree in writing to be bound by this  Agreement,  including the  indemnification
provisions.


                                       21
<PAGE>


          In the case of a Shelf  Registration  Statement,  each  Holder  agrees
that,  upon  receipt  of any  notice  from the  Company  and the  Parent  of the
happening of any event or the discovery of any facts, each of the kind described
in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable  Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus  contemplated by
Section  3(k)  hereof,  and, if so directed by the Company and the Parent,  such
Holder will deliver to the Company and the Parent (at its expense) all copies in
such Holder's possession, other than permanent file copies then in such Holder's
possession,  of the Prospectus  covering such Registrable  Securities current at
the time of receipt of such notice.

          In the event  that the  Company  and the  Parent  fail to  effect  the
Exchange  Offer  or file any  Shelf  Registration  Statement  and  maintain  the
effectiveness of any Shelf  Registration  Statement as provided herein,  neither
the Company nor the Parent shall file any Registration Statement with respect to
any  securities  (within  the  meaning of  Section  2(1) of the 1933 Act) of the
Company or the Parent other than  Registrable  Securities;  notwithstanding  the
foregoing,  the Company and the Parent shall be  permitted to file  registration
statements  solely to register  securities  issued pursuant to employee  benefit
plans, qualified stock option plans or other employee compensation plans.

          If any of the Registrable Securities covered by any Shelf Registration
Statement  are to be  sold  in an  underwritten  offering,  the  underwriter  or
underwriters  and manager or managers  that will  manage such  offering  will be
selected by the Majority Holders of such Registrable Securities included in such
offering  and shall be  acceptable  to the Company and the Parent.  No Holder of
Registrable   Securities  may  participate  in  any  underwritten   registration
hereunder  unless  such  Holder  (a)  agrees to sell such  Holder's  Registrable
Securities on the basis provided in any  underwriting  arrangements  approved by
the persons  entitled  hereunder to approve such  arrangements and (b) completes
and executes all questionnaires,  powers of attorney, indemnities,  underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements.

          4. Indemnification; Contribution.

                    (a) The Company and the Parent  jointly and severally  agree
          to indemnify  and hold harmless the Initial  Purchasers,  each Holder,
          each Participating  Broker-Dealer,  each Person who participates as an
          underwriter (any such Person being an "Underwriter")  and each Person,
          if any, who controls any Holder or  Underwriter  within the meaning of
          Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:


                                       22
<PAGE>


                              (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  Registration  Statement (or
                    any  amendment  or  supplement  thereto)  pursuant  to which
                    Exchange   Securities   or   Registrable   Securities   were
                    registered  under  the 1933  Act,  including  all  documents
                    incorporated  therein  by  reference,  or  the  omission  or
                    alleged omission therefrom of a material fact required to be
                    stated therein or necessary to make the  statements  therein
                    not  misleading,  or arising out of any untrue  statement or
                    alleged untrue statement of a material fact contained in any
                    Prospectus  (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 4(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 any  indemnified  party),  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
                    subparagraph (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 by the  Holder or  Underwriter
          expressly  for  use in a  Registration  Statement  (or  any  amendment
          thereto) or any Prospectus (or any amendment or supplement thereto).


                                       23
<PAGE>


                    (b)  Each  Holder  severally,  but not  jointly,  agrees  to
          indemnify  and hold  harmless  the  Company,  the Parent  the  Initial
          Purchasers,  each Underwriter and the other selling Holders,  and each
          of their respective  directors and officers,  and each Person, if any,
          who controls  the Company,  the Parent,  the Initial  Purchasers,  any
          Underwriter  or any other selling Holder 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 Section 4(a) hereof,  as incurred,  but only with respect
          to untrue  statements or omissions,  or alleged  untrue  statements or
          omissions,  made in the Shelf Registration Statement (or any amendment
          thereto)  or any  Prospectus  included  therein (or any  amendment  or
          supplement  thereto) in reliance upon and in  conformity  with written
          information  with  respect to such Holder  furnished to the Company by
          such Holder expressly for use in the Shelf Registration  Statement (or
          any  amendment  thereto)  or  such  Prospectus  (or any  amendment  or
          supplement thereto);  provided,  however, that no such Holder shall be
          liable  for any  claims  hereunder  in  excess  of the  amount  of net
          proceeds  received  by  such  Holder  from  the  sale  of  Registrable
          Securities pursuant to such Shelf Registration Statement.

                    (c) Each indemnified  party shall give notice as promptly as
          reasonably  practicable  to each  indemnifying  party of any action or
          proceeding  commenced  against it in respect of which indemnity may be
          sought hereunder, but failure so to 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. An indemnifying
          party  may  participate  at its own  expense  in the  defense  of 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
          party or parties be liable for the 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


                                       24
<PAGE>

          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 4 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 4 (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) 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
          4(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 party shall not have reimbursed such indemnified party in
          accordance with such request prior to the date of such settlement.

                    (e) If the indemnification provided for in this Section 4 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


                                       25
<PAGE>

          losses,  liabilities,  claims,  damages and expenses  incurred by such
          indemnified  party, as incurred,  in such proportion as is appropriate
          to reflect the relative fault of the Company and the Parent on the one
          hand and the Holders and 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  fault of the Company and the Parent on the one hand and
the Holders 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, the Parent, the Holders or
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, the Holders and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
4 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 4. The aggregate amount of losses, liabilities, claims, damages and
expenses  incurred by an indemnified party and referred to above in this Section
4 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 4, no Initial Purchaser
shall be required to contribute  any amount in excess of the amount by which the
total price at which the Securities  sold by it were offered  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 4, each Person,  if any, who controls an
Initial  Purchaser or Holder 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 or Holder,  and each director of the Company,  the Parent and
each Person,  if any, who controls the


                                       26
<PAGE>

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 4 are several in proportion to the principal
amount of Securities set forth opposite their  respective names in Schedule A to
the Purchase Agreement and not joint.

          5. Miscellaneous.

          5.1 Rule 144 and Rule  144A.  For so long as the  Parent is subject to
the  reporting  requirements  of  Section  13 or 15 of the 1934 Act,  the Parent
covenants  that it will file the  reports  required  to be filed by it under the
1933  Act and  Section  13(a)  or  15(d)  of the  1934  Act and  the  rules  and
regulations  adopted  by the  SEC  thereunder.  If the  Parent  ceases  to be so
required  to file  such  reports,  the  Parent  covenants  that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information  as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective  purchaser as is necessary to
permit  sales  pursuant  to Rule  144A  under the 1933 Act and it will take such
further action as any Holder of Registrable  Securities may reasonably  request,
and (c) take such further  action that is  reasonable in the  circumstances,  in
each case,  to the extent  required  from time to time to enable  such Holder to
sell its Registrable  Securities without  registration under the 1933 Act within
the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended  from time to time,  (ii) Rule 144A under the 1933 Act,
as such Rule may be amended  from time to time,  or (iii) any  similar  rules or
regulations  hereafter  adopted  by the SEC.  Upon the  request of any Holder of
Registrable  Securities,  the  Parent  will  deliver  to such  Holder a  written
statement  as to whether it has  complied  with such  requirements.  The Company
shall not be subject to the requirements of this Section 5.1, provided, that, it
obtains no-action relief from the SEC regarding its reporting requirements under
Section 13 or 15 of the 1934 Act and under the 1933 Act.

          5.2 No Inconsistent Agreements. Neither the Company nor the Parent has
entered  into and neither the Company nor the Parent will after the date of this
Agreement enter into any agreement which is inconsistent with the rights granted
to the  Holders  of  Registrable  Securities  in  this  Agreement  or  otherwise
conflicts  with  the  provisions  hereof.  The  rights  granted  to the  Holders
hereunder do not and will not for the term of this Agreement in any way conflict
with the rights  granted to the holders of the  Company's or the Parent's  other
issued and outstanding securities under any such agreements.

          5.3  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given  unless


                                       27
<PAGE>

the Company and the Parent have  obtained  the written  consent of Holders of at
least a majority in aggregate  principal  amount of the outstanding  Registrable
Securities  affected  by such  amendment,  modification,  supplement,  waiver or
departure.

          5.4  Notices.  All notices and other  communications  provided  for or
permitted  hereunder  shall  be made in  writing  by hand  delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the  Company or the  Parent,  as the case may be, by means of a notice  given in
accordance  with the provisions of this Section 5.4, which address  initially is
the  address set forth in the  Purchase  Agreement  with  respect to the Initial
Purchasers;  (b) if to the Company, initially at the Company's address set forth
in the Purchase Agreement,  and thereafter at such other address of which notice
is given in accordance with the provisions of this Section 5.4 and (c) if to the
Parent,  initially at the Parent's address set forth in Purchase Agreement,  and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

          All such notices and communications  shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail,  postage  prepaid,  if mailed;  when answered
back, if telexed; when receipt is acknowledged,  if telecopied;  and on the next
business  day if  timely  delivered  to an air  courier  guaranteeing  overnight
delivery.

          Copies of all such notices,  demands, or other communications shall be
concurrently  delivered by the person  giving the same to the Trustee  under the
Indenture, at the address specified in such Indenture.

          5.5 Successor and Assigns.  This Agreement  shall inure to the benefit
of and be binding upon the  successors,  assigns and  transferees of each of the
parties,  including,  without  limitation  and  without  the need for an express
assignment,  subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment,  transfer or other disposition of Registrable  Securities
in  violation of the terms of the Purchase  Agreement or the  Indenture.  If any
transferee of any Holder shall acquire  Registrable  Securities,  in any manner,
whether by operation of law or otherwise,  such Registrable  Securities shall be
held  subject to all of the terms of this  Agreement,  and by taking and holding
such  Registrable  Securities such person shall be  conclusively  deemed to have
agreed to be bound by and to  perform  all of the terms and  provisions  of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if  applicable,  the  Purchase  Agreement,  and such person shall be entitled to
receive the benefits hereof.

          5.6 Third Party  Beneficiaries.  The Initial  Purchasers  (even if the
Initial  Purchasers  are not Holders of Registrable  Securities)  shall be third
party beneficiaries to


                                       28
<PAGE>

the  agreements  made hereunder  between the Company and the Parent,  on the one
hand,  and the Holders,  on the other hand,  and shall have the right to enforce
such agreements  directly to the extent they deem such enforcement  necessary or
advisable  to protect  their  rights or the rights of  Holders  hereunder.  Each
Holder of  Registrable  Securities  shall be a third  party  beneficiary  to the
agreements made hereunder  between the Company and the Parent,  on the one hand,
and the  Initial  Purchasers,  on the other  hand,  and shall  have the right to
enforce  such  agreements  directly  to the  extent  it deems  such  enforcement
necessary or advisable to protect its rights hereunder.

          5.7. Specific Enforcement.  Without limiting the remedies available to
the Initial  Purchasers and the Holders,  the Company and the Parent acknowledge
that any failure by the  Company  and the Parent to comply with its  obligations
under Sections 2.1 through 2.4 hereof may result in material  irreparable injury
to the Initial  Purchasers or the Holders for which there is no adequate  remedy
at law,  that it would not be  possible  to measure  damages  for such  injuries
precisely and that, in the event of any such failure,  the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
obligations of the Company and the Parent under Sections 2.1 through 2.4 hereof.

          5.8.  Restriction on Resales.  Until the expiration of two years after
the original issuance of the Securities and the related guarantees,  the Company
and the Parent  will not,  and will cause  their  "affiliates"  (as such term is
defined in Rule 144(a)(1)  under the 1933 Act) not to, resell any Securities and
related  guarantees  which are "restricted  securities" (as such term is defined
under Rule  144(a)(3)  under the 1933 Act) that have been  reacquired  by any of
them and shall  immediately upon any purchase of any such Securities and related
guarantees  submit such  Securities  and related  guarantees  to the Trustee for
cancellation.

          5.9  Counterparts.  This  Agreement  may be  executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

          5.10 Headings.  The headings in this Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          5.11 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH  THE LAW OF THE  STATE OF NEW YORK  WITHOUT  REGARD  TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.


                                       29
<PAGE>

          5.12 Severability. In the event that any one or more of the provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.




                                       30
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                      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, 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/ Russell Robertson
      -----------------------------------
      Name:  Russell Robertson
      Title: Managing Director


                                       31
<PAGE>

                                                                       Exhibit A

                           Form of Opinion of Counsel



Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
ABN Amro Incorporated
Barclays Capital Inc.

c/o Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

          We have  acted as  counsel  for  Alliant  Energy  Resources,  Inc.,  a
Wisconsin  corporation  (the  "Company"),  and  Alliant  Energy  Corporation,  a
Wisconsin corporation (the "Parent"), in connection with the sale by the Company
to the Initial Purchasers (as defined below) of $250,000,000 aggregate principal
amount of 7 3/8% Senior  Notes due 2009 of the Company  pursuant to the Purchase
Agreement dated November 4, 1999 (the "Purchase  Agreement")  among the Company,
the Parent, as guarantor and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan  Stanley  &  Co.  Incorporated,  Salomon  Smith  Barney  Inc.,  ABN  Amro
Incorporated and Barclays Capital Inc. (collectively,  the "Initial Purchasers")
and the filing by the Company and the Parent of an Exchange  Offer  Registration
Statement (the "Registration Statement") in connection with an Exchange Offer to
be effected  pursuant to the Registration  Rights  Agreement (the  "Registration
Rights Agreement"), dated November 9, 1999 among the Company, the Parent and the
Initial Purchasers. This opinion is furnished to you pursuant to Section 3(f)(B)
of  the  Registration   Rights  Agreement.   Unless  otherwise  defined  herein,
capitalized  terms used in this  opinion  that are  defined in the  Registration
Rights Agreement are used herein as so defined.

          We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion.  In rendering this opinion, as to
all matters of fact relevant to this opinion,  we have assumed the  completeness
and accuracy of, and are relying solely upon, the representations and warranties
of the  Company  and the  Parent  set forth in the  Purchase  Agreement  and the
statements  set forth in  certificates  of public  officials and officers of the
Company and the Parent, without making any independent  investigation or inquiry
with respect to the completeness or accuracy of such representations, warranties
or statements, other

<PAGE>

than a review of the certificate of  incorporation,  by-laws and relevant minute
books of the Company and the Parent.

          Based on and subject to the foregoing, we are of the opinion that:

          1. The Exchange Offer Registration Statement and the Prospectus (other
than the financial  statements,  notes or schedules  thereto and other financial
and  statistical  data and  supplemental  schedules  included or incorporated by
reference  therein  or  omitted  therefrom  and the Form T-1,  as to which  such
counsel  need express no  opinion),  comply as to form in all material  respects
with the  requirements of the 1933 Act and the applicable  rules and regulations
promulgated under the 1933 Act.

          We have participated in the preparation of the Registration  Statement
and  the  Prospectus  and  in the  course  thereof  have  had  discussions  with
representatives of the Underwriters,  officers and other  representatives of the
Company,  the Parent and Arthur Andersen LLP, the independent public accountants
of the Company and the Parent,  during  which the  contents of the  Registration
Statement and the Prospectus were discussed. We have not, however, independently
verified and are not passing upon, and do not assume any responsibility for, the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration  Statement  and  the  Prospectus.  Based  on our  participation  as
described above, nothing has come to our attention that would lead us to believe
that the Registration  Statement (except for financial  statements and schedules
and other financial and statistical data included therein as to which we make no
statement)  contained an untrue statement of a material fact or omitted to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein not  misleading  or that the  Prospectus or any amendment or
supplement  thereto  (except for  financial  statements  and schedules and other
financial and statistical data included  therein,  as to which such counsel need
make no statement),  at the time the Prospectus was issued, at the time any such
amended or supplemented  Prospectus 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.

          This  opinion is being  furnished  to you  solely for your  benefit in
connection  with  the  transactions  contemplated  by  the  Registration  Rights
Agreement,  and may not be used for any  other  purpose  or  relied  upon by any
person  other than you.  Except with our prior  written  consent,  the  opinions
herein expressed are not to be used, circulated, quoted or otherwise referred to
in  connection  with any  transactions  other  than  those  contemplated  by the
Registration Rights Agreement by or to any other person.

                                      Very truly yours,


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