Exhibit 10.1
                                 AMENDMENT TO
                         JOINT POWER SUPPLY AGREEMENT


           This  Amendment  Agreement  dated  _________ ___,  2000 by and among
Wisconsin Power and Light Company, a Wisconsin  corporation  ("Power Company"),
Wisconsin  Public  Service  Corporation,   a  Wisconsin  corporation  ("Service
Company"),  and Madison Gas and Electric  Company  ("Electric  Company") amends
the Joint Power Supply  Agreement dated  February 2,  1967, and as amended from
time  to time  to  date,  by and  among  Power  Company,  Service  Company  and
Electric Company ("Joint Agreement") as follows:

1.    The Joint Agreement hereby is supplemented and amended by adding the
      following Section 3.001:

           Section  3.001.   Companies  Defined.   As  used  in  this
                             ------------------
           Article  III,  "Companies"  shall mean Power  Company  and
           Service Company.

2.    The Joint  Agreement  hereby is  supplemented  and  amended by adding the
      following Section 3.002:

           Section  3.002.  Effective  Date.  The  effective  date of
                            ---------------
           this  Amendment  Agreement  is the date of the  closing of
           the  transactions   contemplated  by  the  Settlement  and
           Ownership  Transfer  Agreement between Service Company and
           Electric Company attached as Attachment 1.

3.    The Joint  Agreement  hereby is amended by deleting  Section  3.01 in its
      entirety and replacing it as follows:

           Section  3.01.   Ownership  Share.  The  Companies  hereby
                            ----------------
           provide for the  construction  and  operation of a nuclear
           energy plant ("Nuclear  Plant") of  approximately  527,000
           KW  name-plate  capacity,  to be located  in  northeastern
           Wisconsin,  and to be owned by the Companies as tenants in
           common with undivided  ownership  interests as follows (in
           this   Article  III   referred  to  as  their   respective
           "Ownership Share"):

                                                                  %
                                                                ----
           Wisconsin Power and Light Company                    41.0
           Wisconsin Public Service Corporation                 59.0


4.    The Joint Agreement hereby is amended by deleting Section 3.09 in its
      entirety and replacing it as follows:

                                       1
<PAGE>
           Section  3.09.  Default.  During any period that a Company
                           -------
           is in  default  in whole or in part in  performing  any of
           its  obligations  under this  Article  III,  such  Company
           shall  be   obligated   to  pay  any  damages   (including
           reasonable  attorneys'  fees and  costs  associated  with,
           among other things,  any dispute associated with resolving
           or  determining   such  default)  to  the   non-defaulting
           Company  resulting  from  the  default,  and in  case of a
           payment  default under this Article III which is not cured
           within 90 days of an  arbitrated  or agreed  determination
           that  such a default  exists  (a) the  defaulting  Company
           shall be  entitled  to no energy  from the  Nuclear  Plant
           following  the 90 day cure  period  until the  payment  is
           made and (b) the non-defaulting  Company shall be entitled
           to all of the  energy  from the  Nuclear  Plant  until the
           default  is  cured.  No  such  default  shall  affect  any
           Company's   ownership    interest,    or   any   Company's
           obligations under Sections 3.07 or 3.08.

5.    The  Joint  Agreement   hereby  is  amended  by  deleting  the  following
      paragraph of Section 3.10 in its entirety and replacing it as follows:

      Delete:

           Section  3.10.  Operation and  Maintenance.  The Companies
                           --------------------------
           shall establish an Operating  Committee for the purpose of
           establishing   general  policies  for  the  operation  and
           maintenance  of the Nuclear  Plant.  All of the  Companies
           shall be  represented  on the Operating  Committee and the
           voting power of the  representatives of each company shall
           be in proportion  to the Ownership  Share of such company.
           The vote of the  representatives  of the Companies  having
           Ownership  Shares  aggregating  more  than  50%  shall  be
           controlling  on  any  question  to be  determined  by  the
           Operating  Committee.  The Operating  Committee shall meet
           at the call of any member.

      Replace with:

           Section  3.10.  Operation and  Maintenance.  The Companies
                           --------------------------
           shall establish an Operating  Committee for the purpose of
           establishing   general  policies  for  the  operation  and
           maintenance   of  the   Nuclear   Plant.   The   Operating
           Committee  shall  meet  at the  call  of any  member.  The
           Companies shall be represented on the Operating  Committee
           and  the  voting  power  of the  representatives  of  each
           company shall be in  proportion to the Ownership  Share of
           such  company.  The  vote  of the  representatives  of the

                                       2
<PAGE>
           company  or  companies   having  an   Ownership   Share(s)
           aggregating  more than 50% shall be controlling  generally
           on  any  question  to  be   determined  by  the  Operating
           Committee;   provided,  however,  that  unanimous  consent
           shall be required  to: (1) reduce the planned  operational
           capacity  of the Nuclear  Plant by 52,700 KW or more;  (2)
           relicense  the  Nuclear  Plant  with the  federal  Nuclear
           Regulatory  Commission;  or (3)  decommission  the Nuclear
           Plant  (except  as  provided  in  Sections  6.06 to  6.069
           below).

           The Operating  Company shall prepare and present an annual
           non-fuel  Operating and  Maintenance  Budget and an annual
           Capital  Budget  ("Capital  Budget"  for  purposes of this
           Amendment  Agreement  means the  non-fuel  capital  budget
           prepared  on a cash flow basis  consistent  with  existing
           practice)   for  the  Nuclear   Plant  to  the   Operating
           Committee.   Such  annual   Budgets  shall  be  issued  by
           November  15 of the  year  prior  to that  covered  by the
           Budgets  (subject to any changes which may be necessitated
           by the  Board  of  Directors  of  Service  Company  in its
           annual  review  of such  Budgets,  which  shall  occur  by
           December 31 of that same year).  The  Companies  shall use
           good  faith  efforts  to  agree  on  such  Budgets.  Power
           Company shall notify Service  Company in writing within 30
           days after a Budget is initially  issued if Power  Company
           objects  to or  disagrees  with a  Budget  (Power  Company
           shall also have 30 days to object to Budget  changes  made
           by the  Board  of  Directors  of  Service  Company  in its
           review of such  Budgets).  Any such notice  must  describe
           the basis for the objection or  disagreement in reasonable
           detail.  If  Power  Company's  disagreement  with a Budget
           satisfies the criteria in Section 6.063(b) below,  then it
           shall be dealt with as  provided  in that  section;  if it
           does  not,  then  the   disagreement   shall  be  resolved
           pursuant to majority vote of the Operating  Committee,  as
           described  above.  In addition to  providing  the required
           annual  Budgets,  each year Service  Company  shall at the
           same  time   prepare  and  present   nonbinding   forecast
           non-fuel  Operating & Maintenance  and Capital Budgets for
           the year following that covered by the actual Budgets.

6.    The Joint  Agreement  hereby is amended by deleting  Section  6.02 in its
      entirety and replacing it as follows:

           Section  6.02.  Restrictions  on Transfer - General.  Each
                           -----------------------------------
           company  agrees  that,  during the term of this  Agreement
           and except as specifically  permitted under Sections 6.03,
           6.04,  and 6.06,  neither its  interest in this  Agreement
           nor its  interest in any of the Subject  Properties  shall
           be  assigned,  transferred  or  otherwise  disposed  of or

                                       3
<PAGE>
           permitted  or  required  to be  partitioned,  or  shall be
           permitted to be subject to any lien or  encumbrance of any
           character,  without  the  written  consent  of  the  other
           company.

7.    The Joint Agreement  hereby is supplemented and amended by adding Section
      6.06 as follows:

           Section  6.06.  Put and Call  Options.  Subject  to and as
                           ---------------------
           described in Sections 6.06 through  6.069 hereof,  Service
           Company  and  Power  Company  (either,  the  "Transferring
           Company")  shall each have the right and option  (the "Put
           Option")  to  require  the  other  party  (the  "Receiving
           Company")  to purchase all of the  Transferring  Company's
           right,  title and interest in and to all of its  Ownership
           Share  in the  Nuclear  Plant.  In  addition,  each  party
           shall have an option to purchase  (the "Call  Option") all
           the other party's right,  title and interest in and to all
           of its  Ownership  Share as  described  in  Section  6.068
                                                       --------------
           below.

           Section  6.061.  Trigger  Events for Put  Option.  The Put
                            -------------------------------
           Option shall be  exercisable  only upon the  occurrence of
           one  of the  following  three  events  (each,  a  "Trigger
           Event"):  (1) the Adjusted Book Value of the  Transferring
           Company's  Ownership Share is at or below the level set in
           Section  6.062 below (the  "Valuation  Trigger");  (2) the
           --------------
           Transferring  Company has "cause" as described in Section
                                                             -------
           6.063   below   (the   "Cause   Trigger");   or  (3)   the
           -----                                        --
           Transferring  Company  decides to sell its Ownership Share
           without  cause,  as described in Section  6.064 below (the
                                            --------------
           "Without Cause Trigger").

           Section  6.062.   Valuation  Trigger  for  Put  Option.  A
                             ------------------------------------
           Company  may  exercise  its Put  Option  pursuant  to this
           Trigger  Event  only if the  Adjusted  Book  Value  of its
           Ownership  Share in the Nuclear Plant  (excluding for this
                                                   ---------
           purpose  the  capitalized  book  value  of  Nuclear  Plant
           capital  investments  made  subsequent  to  completion  of
           Steam  Generator  Replacement)  will be at or  below  Five
           Million  Dollars  ($5,000,000)  on the date  the  proposed
           transfer   closes.   The   "Adjusted   Book  Value"  of  a
           Company's  Ownership  Share  means  the book  value of the
           Company's  undivided  ownership  interest  in the  Nuclear
           Plant  as  reflected  on  its  books   utilized  for  PSCW
           regulatory purposes.

           Section  6.063.  Cause  Trigger for Put Option.  A Company
                            -----------------------------
           has "cause" and may  exercise  its Put Option  pursuant to
           this Trigger Event only upon the  occurrence of any one or
           more of the following:

                                       4
<PAGE>
                a.   The Operating  Company has materially  failed to
           meet the operation and maintenance  standards set forth in
           the  Joint  Agreement,  and has not  cured  such  material
           failure after  receiving 90 days' written  notice  thereof
           from  Power  Company,   with  such  failure  and  cure  as
           determined  by mutual  agreement  of Service  Company  and
           Power  Company,  or in the  absence of such  agreement  as
           determined  in  accordance   with  Article  VIII  of  this
           Agreement, in which case Power Company shall have "cause";

                b.   The  Companies  in good faith cannot agree on an
           annual non-fuel Operating and Maintenance  Budget, and the
                                                              ---
           dispute   concerns  a   difference   in  proposed   annual
           expenditures  for the Budget Year  exceeding  Five Million
           Dollars  ($5,000,000)  (in 1998  dollars),  and the  party
                                                       ---
           proposing  the lower  expenditures  can  demonstrate  that
           such lower  expenditures  will allow the Nuclear  Plant to
           continue to operate in  accordance  with the operation and
           maintenance  standards  set forth in the Joint  Agreement,
           and the party that proposed the higher  expenditure  fails
           ---
           to reduce the non-fuel  Operating and  Maintenance  Budget
           to  reflect  such  lower  expenditures;  in which case the
           party proposing the lower expenditures shall have "cause";

                c.   The  Companies  in good faith cannot agree on an
           annual   Capital   Budget   (excluding   Steam   Generator
           Replacement   expenses),   and  the  dispute   concerns  a
                                      ---
           difference  in  such  proposed  budget   exceeding  Eleven
           Million Dollars ($11 million) (in 1998 dollars),  in which
           case the  party  proposing  the lower  expenditures  shall
           have "cause";

                d.   There is an  arithmetic  average  annual  actual
           expenditure   deviation  exceeding  Five  Million  Dollars
           ($5,000,000)  (in 1998 dollars) (such  arithmetic  average
           to be  calculated  as  follows:  the  sum  of  the  actual
           budget differential  (positive or negative) (subject year)
           plus actual  budget  differential  (positive  or negative)
           (calendar year preceding  subject year) plus actual budget
           differential  (positive or negative) (second calendar year
           preceding  subject  year)  divided by three) over the most
           recent  consecutive  three (3)  calendar  year period from
           either (but not in combination)  the applicable (i) annual
           non-fuel Operating and Maintenance  Budgets or (ii) annual
           Capital Budgets  (excluding  Steam  Generator  Replacement
           expenses)  for such three (3) year  period,  in which case
           Power Company shall have "cause"; or
                                             --
                                       5
<PAGE>
                e.   As  described  in  Section  6.068  below,   with
           respect to Power Company if Service  Company  objects to a
           proposed  transfer  of Nuclear  Plant  assets to a nuclear
           operating, management or generating company.

           The parties  must agree in writing  that  "cause"  exists.
           If  there  is no  such  agreement,  then  "cause"  must be
           established  in  arbitration  under  Article  VIII,  which
           arbitration  shall  proceed as  promptly  as  practicable.
           The Cause  Trigger  shall  not be deemed to have  occurred
           until such an agreed or arbitrated  determination of cause
           has been made.

           1998  dollars  for a given  year  shall be  determined  by
           adjusting  the  amounts in  question to reflect the change
           since  1998  in  the  following  price  indexes:  (a)  for
           capital  expenditures  the adjustment  factor shall be 65%
           of the  change in the  Producers  Price  Index plus 35% of
                                                          ----
           the change in Consumer Price Index;  and (b) for operating
           and maintenance  expenditures the adjustment  factor shall
           be 35% of the  change in the  Producers  Price  Index plus
                                                                 ----
           65%  of  the  change  in  Consumers  Price  Index.   These
           adjustment   factors  are   expressed  in  the   following
           formulas:

                AFCB = ((.65 x PPI) + (.35 x CPI))
                AFO&M=((.35 x PPI) + (.65 x CPI))

                AFCB means adjustment factor for capital budget
                figures in 1998 dollars.

                AFO&M means adjustment factor for operations
                and maintenance budget figures in 1998 dollars.

                PPI means the percentage change in the
                Producers Price Index between December 31, 1998
                and the effective date of the calculation.

                CPI means the percentage change in the
                Consumers Price Index between December 31, 1998
                and the effective date of the calculation.

           6.064  Without  Cause  Trigger  for  Put  Option.   Either
                  -----------------------------------------
           party may decide to transfer  its  Ownership  Share to the
           other party  without  cause and give notice  thereof under
           Section  6.066 below.  If both parties  decide to transfer
           --------------
           their  respective  Ownership  Shares to the other  Without
           Cause (and give notice  thereof under Section 6.066 below)
                                                 -------------
           then  Service  Company,  subject to its right of  election

                                       6
<PAGE>
           under  Section  6.067,   shall  purchase  Power  Company's
                  --------------
           Ownership Share.

           6.065 Put Option  Purchase  Price.  The purchase price for
                 ---------------------------
           a transfer  pursuant to a Put Option  exercised  by reason
           of the  Valuation  Trigger or the Cause  Trigger  shall be
           equal  to the  Adjusted  Book  Value  of the  Transferring
           Company's  Ownership  Share (which for this purpose  shall
           include  the  Transferring  Company's  share  of the  net,
           -------
           depreciated   capitalized  book  value  of  Nuclear  Plant
           capital  investments  made  subsequent to Steam  Generator
           Replacement),  calculated  as of the  transfer  date.  The
           purchase  price for any  transfer by reason of the Without
           Cause  Trigger  shall  be the same as the  foregoing,  but
           reduced by thirty percent (30%);  provided,  however, that
           there shall be no such  reduction of the purchase price if
           the  power   generated  from  the  Nuclear  Plant  is  not
           directly  subject  to retail  regulation  on the date that
           the Transferring  Party gives written notice of its intent
           to transfer as described in Section 6.066 below.

           Section   6.066.   Exercise  of  Put   Option.   Upon  the
                              --------------------------
           occurrence  of a  Trigger  Event  (but  not  before),  the
           Company  entitled  to  exercise  the  Put  Option,  if  it
           decides to exercise such option,  must give written notice
           to the other  Company  not less than  twelve  (12)  months
           prior to the date of the  proposed  transfer  (the "Notice
           Period");  provided,  however,  that a notice of intent to
           transfer  pursuant  to the  Valuation  Trigger  may not be
           given  earlier than thirteen (13) months prior to the date
           of proposed  transfer.  If  arbitration  is  necessary  to
           determine  whether "cause" exists,  then the Notice Period
           shall be  reduced by the lesser of (a) five (5) months and
                                    ------
           (b)  the  amount  of  time  consumed  by the  arbitration.
           Notwithstanding   anything  else  herein,   the  Receiving
           Company  shall  have  six  (6)  months  from  the  date of
           receipt of such  notice to make an  election  pursuant  to
           Section 6.067 below.
           -------------

           Section 6.067.  Receiving Company  Election.  Upon receipt
                           ---------------------------
           of the  notice  described  in  Section  6.066  above,  the
                                          --------------
           Receiving  Company  must  elect  either  (at least 30 days
           prior  to  closing)  (a) to  agree  to  purchase  from the
           Transferring  Company  its  Ownership  Share,  or  (b)  to
                                                          --
           proceed with shut-down and  decommissioning of the Nuclear
           Plant (if Service  Company is the  Receiving  Company,  in
           which  case  Power  Company  shall  either  agree  to  and
           cooperate in such shut-down and  decommissioning  or shall
           promptly  withdraw its put option  exercise) or to request
           the  Transferring  Company to proceed  with  shutdown  and
           decommissioning  of the Nuclear Plant (if Power Company is
           the Receiving Company,  in which case Service Company will

                                       7
<PAGE>
           either  comply with such request or promptly  withdraw its
           Put Option  exercise).  If the Receiving Company elects to
           proceed with the  purchase,  then the closing  shall occur
           by  the  end of  the  Notice  Period,  and  the  Receiving
           Company may designate  another  person,  company or entity
           to be  the  transferee  of  the  Ownership  Share.  If the
           Receiving  Company  elects  to  proceed  with  or  request
           shut-down and  decommissioning  of the Nuclear Plant,  the
           Transferring  Company may not transfer its Ownership Share
           but must  remain an owner of the Nuclear  Plant,  with all
           the  responsibilities  and  liabilities of an owner of the
           Nuclear Plant through the period of decommissioning.

           Section  6.068.   Call  Option.  If  either  Company  (the
                             ------------
           "Calling  Party")  wishes to transfer the Nuclear Plant or
           the  operations,  license  or  management  of the  Nuclear
           Plant to a nuclear  operating,  management  or  generating
           company,  and the Nuclear  Plant is  eligible  for and has
                     ---
           received a bona fide offer from such a nuclear  operating,
           management  or  generating  company that is able to effect
           such a transfer on reasonable  terms and  conditions,  and
                                                                  ---
           the other  Company  ("Selling  Party")  objects  to such a
           transfer  (which it must do  within  30 days of  receiving
           written  notice  from the  Calling  Party of its intent to
           effectuate  such a transfer,  then the Calling Party shall
                                         ----
           have the right to purchase the Selling  Party's  Ownership
           Share at its  Adjusted  Book Value (which for this purpose
           shall  include  the  Selling  Party's  share  of the  net,
           depreciated   capitalized  book  value  of  Nuclear  Plant
           capital  investments  made  subsequent to Steam  Generator
           Replacement),  which  purchase shall be subject to Section
           6.069  and  shall  close  as soon as  possible  after  the
           Calling Party  notifies the Selling Party of its intent to
           exercise  the  Call  Option  (which  notice  must be given
           within  60  days  of  receipt  of  the   Selling   Party's
           objection to the  transfer);  provided,  however,  that if
           Power Company is the Calling  Party,  such an objection to
           transfer by Service Company shall also constitute  "cause"
           for  Power  Company  under  Section  6.063 to give  notice
                                       --------------
           pursuant to Section 6.066  (provided that such notice must
                       -------------
           be given  within 60 days of receipt  of Service  Company's
           objection  to the  transfer)  to  Service  Company  of its
           intent  to  require  Service  Company  to  purchase  Power
           Company's   Ownership   Share   pursuant   to  the  terms,
           conditions  and timelines for sales  pursuant to the Cause
           Trigger set forth  above,  in which case  Service  Company
           shall  have  all  the  rights  of  a  Receiving   Company,
           including  the  right of  election  pursuant  to  Section
                                                             -------
           6.067.
           -----
                                       8
<PAGE>
           Section   6.069.   Other   Transfer   Requirements.    The
                              -------------------------------
           following  provisions  shall  apply  to  any  transfer  of
           Ownership Share pursuant to a Put or Call Option:

                a.   At the  closing,  the  Receiving  Company  shall
           make full payment,  in cash, of the purchase price for the
           Ownership Share transferred,  and the Transferring Company
           shall  transfer such  Ownership  Share,  free and clear of
           all liens and encumbrances of any kind.

                b.   Any such  transfer  shall be subject to securing
           the  necessary  regulatory  approvals.  The Parties  shall
           cooperate and use commercially  reasonable best efforts to
           secure  all  necessary  regulatory  approvals,   including
           those to be  obtained  under  Exhibit A hereto,  regarding
           the  handling  of  nuclear  decommissioning  trusts.  If a
           Party is  denied  a  regulatory  approval  or  receives  a
           regulatory    approval   that    contains    restrictions,
           qualifications  or  conditions  which will have a material
           adverse  consequence to such Party, then the Parties shall
           use  commercially  reasonable  best efforts to reform this
           Agreement in a mutually  agreeable  manner,  or take other
           mutually    agreeable    actions    (including,    without
           limitation,  one party  indemnifying  or making  whole the
           other  Party),  which  provide each Party with economic or
           other  benefits  which  are  substantially  equivalent  to
           those set forth in this Agreement.

                c.   The   transferring   Company's   decommissioning
           trust funds shall be dealt with as described on Exhibit A.
                                                           ---------

                d.   The    Transferring    Company    shall   retain
           responsibility  for spent  fuel  disposal  for spent  fuel
           utilized for the  Transferring  Company's  generation from
           the  Nuclear   Plant's  opening  to  the  closing  of  the
           transfer  and for any unpaid  installment  obligations  to
           the     Uranium     Enrichment     Decontamination     and
           Decommissioning  Fund under the Energy  Policy Act of 1992
           or any amendments thereto.

                e.   The parties shall execute such other  documents,
           including a definitive  purchase  agreement with customary
           terms and conditions,  and take such further  actions,  as
           may be necessary to effectuate  the timely  closing of the
           transfer.

           Section 6.070. Prior Events.  Events  (including,  without
                          ------------
           limitation,   transfers  of  the  Nuclear  Plant,  or  the
           operations,  license or management  of the Nuclear  Plant)
           which  occur  prior to the  effective  date (as defined in

                                       9
<PAGE>
           Section 2 above) of this Amendment  shall not give rise to
           any of the put or call options described above.

           Section  6.080.  Exchange  of Funding  Information.  After
                            ---------------------------------
           the  effective  date (as  defined  in  Section 2 above) of
           this Amendment,  the Parties shall exchange,  on an annual
           basis,  funding  information  regarding  their  respective
           Decommissioning Trusts (as defined on Exhibit A hereto).

8.    The Parties agree the transfer by Electric Company of its ownership
      interest in Nuclear Plant to Service Company shall have the following
      effect on the Joint Agreement as amended by the Supplement No. 2 to that
      Joint Agreement dated February 4, 1992, (with section references below
      being to sections of that Supplement No. 2):

           Effect  on  Section  2.01:   Upon   transfer  of  the  ownership
                                                                  ---------
           interest  in  Nuclear  Plant  from  Electric   Company  to
           Service  Company, because Electric Company will no longer
           have  an  ownership share  in  Nuclear  Plant, Electric
           Company  will not  have an  output  share in  such  Nuclear
           Plant  which  could be  transmitted  pursuant to Section 2.01 to
           itself  or  to  other  purchasers.  When   Service  Company
           succeeds to the  interest  of Electric  Company in Nuclear
           Plant,  its  output  share in Nuclear  Plant  subject to Section
           2.01 shall be  increased to match its  ownership  interest
           in Nuclear Plant.

           Effect on Section 2.02:  Upon  transfer of the  ownership  share
           in  Nuclear  Plant  from   Electric   Company  to   Service
           Company,  the  rights  of  Electric  Company  and  Service
           Company under Section 2.02 shall not be changed,  and the rights
           of Electric  Company  and  Service  Company to utilize  the
           joint  transmission  facilities for the purposes described
           in Section 2.02 shall remain:

           -    Service Company to Electric Company:  335 MW
           -    Electric Company to Service Company:  95 MW

           IN WITNESS WHEREOF each of the parties has caused this Amendment
Agreement to be executed by its undersigned, duly authorized officers.

                          WISCONSIN POWER AND LIGHT COMPANY

                          By:  __________________________________________
                               President

                          Attest:   __________________________________________
                               Secretary

                                       10
<PAGE>

                          WISCONSIN PUBLIC SERVICE CORPORATION

                          By:  __________________________________________
                               President

                          Attest:   __________________________________________
                               Secretary


                          MADISON GAS AND ELECTRIC COMPANY

                          By:  __________________________________________
                               President

                          Attest:   __________________________________________
                               Secretary



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