CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED August 21, 1996 The Board of Directors WPL Holdings, Inc. P.O. Box 2568 Madison, Wisconsin 53701-2568 Dear Members of the Board: We hereby consent to the use of our opinion letters dated July 11, 1996 and August 21, 1996, to the Board of Directors of WPL Holdings, Inc. ("WPL"), included as Annex L to the Joint Proxy Statement/Prospectus and as Annex II to the Supplement to the Joint Proxy Statement/Prospectus dated August 21, 1996, in each case of WPL, IES Industries Inc. and Interstate Power Company, which form a part of the Registration Statement on Form S-4 of WPL filed with the Securities and Exchange Commission, and to the references therein to such opinion under the captions "Summary," "The Mergers" and "Recent Developments." MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ William D. Rifkin -------------------------------- Managing Director