EXECUTION COPY
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EXHIBIT 4.17




                         REGISTRATION RIGHTS AGREEMENT




                         Dated as of December 26, 2002




                                     among




                        ALLIANT ENERGY RESOURCES, INC.,




                          ALLIANT ENERGY CORPORATION

                                      and

              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                                      and

                         THE OTHER INITIAL PURCHASERS
                          LISTED IN SCHEDULE A HERETO




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<PAGE>

           This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
December 26, 2002, is made and entered 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 and each of the other initial purchasers listed in
Schedule A hereto (collectively, the "Initial Purchasers").

           This Agreement is made pursuant to the Purchase Agreement, dated
December 20, 2002, 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 $300,000,000
principal amount of the Company's 9.75% Senior Notes due 2013 (the "Senior
Notes") (collectively, 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.

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

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

                "Effectiveness Period" shall have the meaning set forth in
      Section 2.2 hereof.

                "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 9.75% Senior Notes due
      2013, issued by the Company under the Indenture containing terms
      identical to the Securities in all material respects (except for

<PAGE>

      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, among other
      debt securities, the Securities, dated as of November 4, 1999, between
      the Company, the Parent and U.S. Bank National Association, as successor
      to 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.

                "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.

                "NASD" shall mean the National Association of Securities
      Dealers, Inc.

                "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, each of the other Initial
      Purchasers listed on Schedule A hereto 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.

                "Registrable Securities" shall mean the Securities and, if
      issued, the Private Exchange Securities; provided, however, that the
                                               --------  -------
      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

<PAGE>

      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 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
      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 United States 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.

                "Securities" shall have the meaning set forth in the preamble.

                "Senior Notes" shall have the meaning set forth in the
      preamble.

                "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

<PAGE>

      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.

                "TIA" shall mean the trust Indenture Act of 1939, as amended.

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

                "Underwriter" shall have the meaning set forth in Section 4.

           2.   Registration Under the 1933 Act.
                -------------------------------

           2.1  Exchange Offer.  Except as provided in Section 2.2 and 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 120 days following the Closing Date,
file with the SEC an Exchange Offer Registration Statement on an appropriate
form under the 1933 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 210 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, 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

<PAGE>

                (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 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:

                (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 and
(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

<PAGE>

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. 35-27448, 70-9891 dated as of
October 3, 2001, 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 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 the
                ------------------
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 210 days following the Closing Date (other than as a result of an
ongoing review of the Exchange Offer Registration Statement by the staff of
the SEC) 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 210-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 210-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,
or (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 tradable Exchange Securities pursuant to the Exchange
Offer, then in case of each of clauses (i) through (iv) 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 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.

<PAGE>

           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 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, as contemplated by clause (i) of Section 2.2, 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
120th calendar day following the Closing Date, (b) the Exchange Offer
Registration Statement has not been declared effective on or prior to the
210th 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-half of one percent (0.50%) per annum upon the occurrence of a
Registration Default, which rate will increase by an additional one-quarter
of one percent (0.25%) at the beginning of each 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 two percent (2.00%) per annum.  Following the cure of all
Registration Defaults the accrual of Additional Interest will cease and the
interest rate will be reduced to the rate that otherwise would be in effect
had such Registration Default not occurred.

           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 interest rate borne by the Securities, so
long as any Securities are Registrable Securities,  will be increased by
one-half of one percent (0.50%) 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 one-quarter of one
percent (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 two percent
(2.00%) 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 interest rate that otherwise would be
in effect had such Registration Statement not become unusable, provided 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.

<PAGE>

           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 the 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 and subject to the rights and 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, 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, 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

<PAGE>

      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 the Representative on behalf of the
      Participating Broker-Dealers, and which shall contain a summary
      statement of the positions taken or policies made by the staff 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 the Representative
      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

<PAGE>

      (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 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 and (ii) officers'
           certificates substantially in the form customarily delivered in a
           public offering of debt securities;

                (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 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;

<PAGE>

                (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;

                (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 Accountants), such 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.

<PAGE>

           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;

                (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 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

<PAGE>

      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.

           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:

<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).

                (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 to so notify an indemnifying party shall
      not relieve such indemnifying party from any liability hereunder to the
      extent it is not materially prejudiced as a result thereof and in any
      event shall not relieve it from any liability which it may have
      otherwise than on account of this indemnity agreement.  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

<PAGE>

      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 4
      for any legal or other expenses subsequently incurred by the indemnified
      party in connection with the defense thereof other than reasonable costs
      of investigation; provided, however, that the Representative shall have
                        --------  -------
      the right to employ one counsel to represent jointly it and those other
      Initial Purchasers and their respective officers, employees and
      controlling persons who may be subject to liability arising out of any
      claim in respect of which indemnity may be sought by the Initial
      Purchasers against the Company and the Parent under this Section 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 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

<PAGE>

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 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 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

<PAGE>

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 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.

<PAGE>

           5.11 GOVERNING LAW.  THIS AGREEMENT AND ALL DISPUTES, CONTROVERSIES
                -------------
OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR A BREACH HEREOF
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

           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.



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


                               ALLIANT ENERGY RESOURCES, INC.




                               By:  /s/ Thomas L. Hanson
                                    ---------------------------------------
                                     Name:  Thomas L. Hanson
                                     Title:    Vice President and Treasurer


                               ALLIANT ENERGY CORPORATION,




                               By:  /s/ Thomas L. Hanson
                                    ---------------------------------------
                                     Name:  Thomas L. Hanson
                                     Title:    Vice President and Treasurer

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED




By:  /s/_______________________
    Authorized Signatory

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




<PAGE>


                                                              SCHEDULE A TO THE
                                                  REGISTRATION RIGHTS AGREEMENT

                           Other Initial Purchasers:

                        Utendahl Capital Partners, L.P.
                        The Williams Capital Group, L.P.




<PAGE>



                                                                      Exhibit A



                          Form of Opinion of Counsel




MERRILL LYNCH, PIERCE, FENNER & SMITH
                       INCORPORATED
UTENDAHL CAPITAL PARTNERS, L.P.
THE WILLIAMS CAPITAL GROUP, L.P.

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 $300,000,000
aggregate principal amount of 9.75% Senior Notes due 2013 of the Company
pursuant to the Purchase Agreement dated December 20, 2002 (the "Purchase
Agreement") among the Company, the Parent, as guarantor and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Utendahl Capital Partners, L.P., and The
Williams Capital Group, L.P. (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 December 26, 2002 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 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 Deloitte & Touche LLP, the independent public

<PAGE>

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,