<PAGE>
                                                                  Execution Copy

                                                                     EXHIBIT 4.6
================================================================================




                          REGISTRATION RIGHTS AGREEMENT



                          Dated as of November 15, 2001



                                      among



                         ALLIANT ENERGY RESOURCES, INC.,



                           ALLIANT ENERGY CORPORATION



                                       and



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                          J.P. MORGAN SECURITIES INC.,

                         BANC ONE CAPITAL MARKETS, INC.,

                          FIRST UNION SECURITIES, INC.

                                       and

                         UTENDAHL CAPITAL PARTNERS, L.P.



================================================================================



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<PAGE>


                  This REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated as
of November 15, 2001, 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, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., First
Union Securities, Inc. and Utendahl Capital Partners, L.P. (collectively, the
"INITIAL PURCHASERS").

                  This Agreement is made pursuant to the Purchase Agreement,
dated November 9, 2001, 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 7% Senior Notes due 2011 (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.






<PAGE>

                           "EXCHANGE OFFER REGISTRATION" shall mean a
         registration under the 1933 Act effected pursuant to Section 2.1
         hereof.

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

                           "EXCHANGE PERIOD" shall have the meaning set forth in
         Section 2.1 hereof.

                           "EXCHANGE SECURITIES" shall mean the 7% Senior Notes
         due 2011, issued by the Company under the Indenture containing terms
         identical to the Securities in all material respects (except for
         references to certain interest rate provisions, restrictions on
         transfers and restrictive legends), to be offered to Holders of
         Securities in exchange for Registrable Securities pursuant to the
         Exchange Offer.

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

                           "INDENTURE" shall mean the Indenture relating to,
         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, J.P. Morgan
         Securities Inc., Banc One Capital Markets,





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<PAGE>

         Inc., First Union Securities, Inc. and Utendahl Capital Partners, L.P.
         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 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






                                       3
<PAGE>

         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 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
         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.





                                       4
<PAGE>

                           "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 135 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 180 days of the
Closing Date, (C) use their reasonable best efforts to keep the Exchange Offer
Registration Statement effective until the closing of the Exchange Offer and (D)
use their reasonable best efforts to cause the Exchange Offer to be consummated
not later than 45 days after the effective date of the Exchange Offer
Registration Statement. The Exchange Securities will be issued under the
Indenture. Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Parent shall promptly commence the Exchange Offer, it being
the objective of such Exchange Offer to enable each Holder eligible and electing
to exchange Registrable Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Company within the meaning of Rule 405
under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities
acquired directly from the Company for its own account, (c) acquired the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to transfer such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue sky laws.

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

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

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

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

                           (d) permit Holders to withdraw tendered Registrable
         Securities at any time prior to 5:00 p.m. (Eastern Time), on the last
         business day of the Exchange Period,





                                       5
<PAGE>

         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

                           (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;




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<PAGE>

                           (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 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 180 days
following the Closing Date or the Exchange Offer is not consummated within 45
days after effectiveness of the Exchange Offer Registration Statement (provided
that if the Exchange Offer Registration Statement shall be declared effective
after such 180-day period or if the Exchange Offer shall be consummated after
such 45-day period, then the obligation of the Company and the Parent under this
clause (ii) arising from the failure of the Exchange Offer Registration
Statement to be declared effective within such 180-day period or the failure of
the Exchange Offer to be consummated within such 45-day period, respectively,
shall terminate),





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<PAGE>

(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 tradeable 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.



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<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 135th
calendar day following the Closing Date, (b) the Exchange Offer Registration
Statement has not been declared effective on or prior to the 180th calendar day
following the Closing Date, (c) the Exchange Offer is not consummated, on or
prior to the 45th calendar day following the effective date of the Exchange
Offer Registration Statement or (d) if required, the Shelf Registration
Statement is not declared effective on or prior to the 210th calendar day
following the Closing Date (each such event referred to in clauses (a) through
(d) above, a "REGISTRATION DEFAULT"), the interest rate borne by the Securities
shall be increased ("ADDITIONAL INTEREST") by one-quarter of one percent (0.25%)
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
the subsequent 90-day period that such Additional Interest continues to accrue
under any such circumstance, provided that the maximum aggregate increase in the
interest rate will in no event exceed one-half of one percent (0.50%) per annum.
Following the cure of all Registration Defaults the accrual of Additional
Interest will cease and the interest rate will revert to the original rate.




                                       9
<PAGE>

                  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 will be increased by one-quarter of one percent (0.25%) per annum of
the principal amount of the Securities for the first 90-day period (or portion
thereof) beginning on the 31st day following the date that such Shelf
Registration Statement ceases to be usable, which rate shall be increased by an
additional 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
one-half of one percent (0.50%) per annum. Any amounts payable under this
paragraph shall also be deemed "Additional Interest" for purposes of this
Agreement. Upon the Shelf Registration Statement once again becoming usable, the
interest rate borne by the Securities will be reduced to the original interest
rate if the Company and the Parent are otherwise in compliance with this
Agreement at such time. Additional Interest shall be computed based on the
actual number of days elapsed in each 90-day period in which the Shelf
Registration Statement is unusable.

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

                  3. Registration Procedures.

                  In connection with 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





                                       10
<PAGE>

         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 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





                                       11
<PAGE>

         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) in the case of a
         Shelf Registration, if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company and the
         Parent contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects, (v) of the
         happening of any event or the discovery of any facts during the period
         a Shelf Registration Statement is effective which makes any statement
         made in such Registration Statement or the related Prospectus untrue in
         any material respect or which requires the making of any changes in
         such Registration Statement or Prospectus in order to make the
         statements therein not misleading, (vi) of the receipt by the Company
         or the Parent of any notification with respect to the suspension of the
         qualification of the Registrable Securities or the Exchange Securities,
         as the case may be, for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose and (vii) of any
         determination by the Company and the Parent that a post-effective
         amendment to such Registration Statement would be appropriate;

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



                                       12
<PAGE>

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

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

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




                                       13
<PAGE>
         Registration Statement or the related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities or Participating Broker-Dealers, such Prospectus will not
         contain at the time of such delivery any untrue statement of a material
         fact or omit to state a material fact necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading or will remain so qualified. At such time as such public
         disclosure is otherwise made or the Company and the Parent determine
         that such disclosure is not necessary, in each case to correct any
         misstatement of a material fact or to include any omitted material
         fact, the Company and the Parent agree promptly to notify each Holder
         of such determination and to furnish each Holder such number of copies
         of the Prospectus as amended or supplemented, as such Holder may
         reasonably request;

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

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

                           (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:



                                       14
<PAGE>

                                    (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.

                  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;



                                       15
<PAGE>

                           (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



                                       16
<PAGE>

                  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
         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




                                       17
<PAGE>

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:

                                    (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;



                                       18
<PAGE>

                                    (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



                                       19
<PAGE>

         indemnity agreement. An indemnifying party may participate at its own
         expense in the defense of such action; provided, however, that counsel
         to the indemnifying party shall not (except with the consent of the
         indemnified party) also be counsel to the indemnified party. In no
         event shall the indemnifying party or parties be liable for the fees
         and expenses of more than one counsel (in addition to any local
         counsel) separate from their own counsel for all indemnified parties in
         connection with any one action or separate but similar or related
         actions in the same jurisdiction arising out of the same general
         allegations or circumstances. In addition, the indemnifying party shall
         be entitled to, to the extent that it wishes, jointly with any other
         similarly notified indemnifying party, to assume the defense of any
         claim or action brought against an indemnified party with counsel
         reasonably satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 7 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense 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.



                                       20
<PAGE>

                           (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 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.



                                       21
<PAGE>

                  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 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



                                       22
<PAGE>
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




                                       23
<PAGE>

will cause their "affiliates" (as such term is defined in Rule 144(a)(1) under
the 1933 Act) not to, resell any Securities and related guarantees which are
"restricted securities" (as such term is defined under Rule 144(a)(3) under the
1933 Act) that have been reacquired by any of them and shall immediately upon
any purchase of any such Securities and related guarantees submit such
Securities and related guarantees to the Trustee for cancellation.

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

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

                  5.11 GOVERNING LAW. THIS AGREEMENT 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.




                                       24
<PAGE>

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


                                       ALLIANT ENERGY RESOURCES, INC.



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


                                       ALLIANT ENERGY CORPORATION



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

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED
J.P. MORGAN SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION SECURITIES, INC.
UTENDAHL CAPITAL PARTNERS, L.P.

BY:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                  INCORPORATED




By:  /s/ John Thorndike
   -------------------------
        Authorized Signatory



                                       25
<PAGE>


                                                                       Exhibit A



                           FORM OF OPINION OF COUNSEL



MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED
J.P. MORGAN SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION SECURITIES, INC.
UTENDAHL CAPITAL PARTNERS, 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 7% Senior Notes due 2011 of the Company pursuant to the Purchase
Agreement dated November 9, 2001 (the "PURCHASE AGREEMENT") among the Company,
the Parent, as guarantor and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
JP Morgan Securities Inc., Banc One Capital Markets, Inc., First Union
Securities, Inc. and Utendahl Capital Partners, 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 November 15, 2001 among the Company, the
Parent and the Initial Purchasers. This opinion is furnished to you pursuant to
Section 3(f)(B) of the Registration Rights Agreement. Unless otherwise defined
herein, capitalized terms used in this opinion that are defined in the
Registration Rights Agreement are used herein as so defined.

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






<PAGE>

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

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

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

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

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

                                Very truly yours,



                                       2