EX-25.1 7 sdc695a.htm STATEMENT OF ELIGIBILITY

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.


800 Nicollet Mall
Minneapolis, Minnesota

55402
(Address of principal executive offices) (Zip Code)

Frank Leslie
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3913
(Name, address and telephone number of agent for service)

Wisconsin Power & Light Company
(Issuer with respect to the Securities)

Wisconsin 39-0714890
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. employer
identification no.)

4902 North Biltmore Lane
Madison, Wisconsin

53718
(Address of principal executive offices) (Zip Code)

First Mortgage Bonds
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION.   Furnish the following information as to the Trustee.

  a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

  b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR.   If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS:   List below all exhibits filed as a part of this statement of eligibility and qualification.

  1. A copy of the Articles of Association of the Trustee.*

  2. A copy of the certificate of authority of the Trustee to commence business.*

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

  4. A copy of the existing bylaws of the Trustee.*

  5. A copy of each Indenture referred to in Item 4. Not applicable.

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

  7. Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.


*  Incorporated by reference to Registration Number 333-67188.

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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 18th of March, 2004.

U.S. BANK NATIONAL ASSOCIATION


By:    /s/  Frank P. Leslie III
Frank P. Leslie III
Vice President


By:    /s/  Richard H. Prokosch
Richard H. Prokosch
Vice President



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Exhibit 6

CONSENT


        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated:  March 18, 2004


U.S. BANK NATIONAL ASSOCIATION


By:    /s/  Frank P. Leslie III
Frank P. Leslie III
Vice President


By:    /s/  Richard H. Prokosch
Richard H. Prokosch
Vice President



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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2003

($000's)

12/31/2003

Assets 		       
     Cash and Due From Depository Institutions   $ 8,631,361  
     Federal Reserve Stock    0  
     Securities    42,963,396  
     Federal Funds    2,585,353  
     Loans & Lease Financing Receivables    114,718,888  
     Fixed Assets    1,911,662  
     Intangible Assets    10,254,736  
     Other Assets    8,093,654  
         Total Assets    $ 189,159,050  

Liabilities 		  
     Deposits   $ 128,249,183  
     Fed Funds    5,098,404  
     Treasury Demand Notes    3,585,132  
     Trading Liabilities    213,447  
     Other Borrowed Money    21,664,023  
     Acceptances    123,996  
     Subordinated Notes and Debentures    5,953,524  
     Other Liabilities    5,173,011  
     Total Liabilities    $ 170,060,720  

Equity 		  
     Minority Interest in Subsidiaries   $ 1,002,595  
     Common and Preferred Stock    18,200  
     Surplus    11,677,397  
     Undivided Profits    6,400,138  
         Total Equity Capital    $ 19,098,330  

Total Liabilities and Equity Capital 		   $ 189,159,050  


To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:    /s/  Frank P. Leslie III
Frank P. Leslie III
Vice President

Date:  March 18, 2004


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