Madison Gas & Electric Co Watch

from 8-K 7 pages Exhibit 1.1 $25,000,000 Madison Gas and Electric Company 6.247% Medium-Term Notes Due 2037 Underwriting Agreement

from 8-K 34 pages Exhibit 1.1

from U-1/A 1 page Exhibit I Madison Gas and Electric Company Transmission Assets to Be Transferred to American Transmission Company at 12/31/00 (Adjusted to Account for Deferred Income Taxes) Net Book Value at 11/30/00: Plant in Service, Transmission Only $ 36,579,662.42 Land and Easements 3,936,543.36 Construction Work in Progress, Transmission Lines 1,650,010.71 Construction Work in Progress, Substations 2,614,687.21 Subtotal $ 44,780,903.70 Adjustments: Estimated Transmission Facilities Remainder of Year 2000 Estimate $ 2,000,000.00 12/00 Straight Line Depreciation - Estimate $ (168,000.00) Total$ 46,612,903.70 ============= Rounded: 47,000,000.00 ============= Estimated Deferred Taxes & Deferred Itc (13,596,000.00) Estimated Contribution Value $ 33,404,000.00 ==============

from S-3 ~20 pages Underwriting agreement

from S-3 ~5 pages Underwriting agreement

from S-3 ~20 pages Underwriting agreement

from S-3 ~20 pages Underwriting Agreement

from S-3 ~50 pages Agency Agreement