INSTRUCTIONS
Instruction to Registered Holder and/or DTC Participant
from Beneficial Owner
of
7 3/8% Senior Notes due 2009
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ___________, 1999, UNLESS THE OFFER IS EXTENDED.
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To Registered Holder and/or Depository Trust Company Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated
____________, 1999 (the "Prospectus") of Alliant Energy Resources, Inc., a
Wisconsin corporation (the "Company"), and the accompanying Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer") to exchange its 7 3/8% Senior Notes due
2009 (the "New Senior Notes") which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for all of its outstanding
registered 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Existing Senior Notes held by you for the
account of the undersigned.
The aggregate principal amount of Existing Senior Notes held by you for the
account of the undersigned is (fill in amount):
$__________ of the outstanding 7 3/8% Senior Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
|_| TO TENDER the following Existing Senior Notes held by you for the account
of the undersigned (insert principal amount of Existing Senior Notes to be
tendered, if less than all):
$__________ of the outstanding 7 3/8% Senior Notes due 2009.
|_| NOT TO TENDER any Existing Senior Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender Existing Senior Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
undersigned is not an "affiliate" of the Company, (ii) any New Senior Notes to
be received by the undersigned are being acquired in the ordinary course of its
business, and (iii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of New Senior Notes to be received in the Exchange Offer. If the
undersigned is a broker-dealer that will receive New Senior
Notes for its own account in exchange for Existing Senior Notes, it represents
that the Existing Senior Notes to be exchanged for New Senior Notes were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such New Senior Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
________________________________________________________________________________
SIGN HERE
Name of Beneficial Owner(s)_____________________________________________________
Signature(s)____________________________________________________________________
Name(s) (please print)__________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
Telephone Number _______________________________________________________________
Taxpayer Identification or Social Security No.__________________________________
Date ___________________________________________________________________________
________________________________________________________________________________
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