EX-25 5 cmw3599b.htm FORM T-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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip code)

Wells Fargo &Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

_________________

Wisconsin Power and Light Company
(Exact name of obligor as specified in its charter)

Wisconsin 39-0714890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4902 North Biltmore Lane
Madison, Wisconsin 53718
(Address of principal executive offices) (Zip code)

_________________

Debt Securities Under Indenture Dated June 20, 1997
(Title of the indenture securities)

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
Treasury Department
Washington, D.C.

  Federal Deposit Insurance Corporation
Washington, D.C.

  Federal Reserve Bank of San Francisco
San Francisco, California 94120

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

  The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

  Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*

  Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

  Exhibit 3. See Exhibit 2

  Exhibit 4. Copy of By-laws of the trustee as now in effect.***

  Exhibit 5. Not applicable.

  Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

  Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

  Exhibit 8. Not applicable.

  Exhibit 9. Not applicable.

  * Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

  ** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

  *** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois on the 12th day of June 2008.

  WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Gregory S. Clarke
Gregory S. Clarke
Vice President

EXHIBIT 6

June 12, 2008



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

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

  Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/Gregory S. Clarke
Gregory S. Clarke
Vice President

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

Dollar Amounts
In Millions
ASSETS            
Cash and balances due from depository institutions:  
         Noninterest-bearing balances and currency and coin       $ 14,641  
         Interest-bearing balances        1,062  
Securities:  
         Held-to-maturity securities        0  
         Available-for-sale securities        62,907  
Federal funds sold and securities purchased under agreements to resell:  
         Federal funds sold in domestic offices        19,757  
         Securities purchased under agreements to resell        734  
Loans and lease financing receivables:  
         Loans and leases held for sale        16,660  
         Loans and leases, net of unearned income    290,643      
         LESS: Allowance for loan and lease losses    3,625      
         Loans and leases, net of unearned income and allowance        287,018  
Trading Assets        6,244  
Premises and fixed assets (including capitalized leases)        4,282  
Other real estate owned        946  
Investments in unconsolidated subsidiaries and associated companies        458  
Intangible assets  
         Goodwill        9,730  
         Other intangible assets        17,916  
Other assets        25,506  
Total assets       $ 467,861  

 LIABILITIES		  
Deposits:  
         In domestic offices       $ 273,931  
                  Noninterest-bearing    71,910      
                  Interest-bearing    202,021      
         In foreign offices, Edge and Agreement subsidiaries, and IBFs        69,787  
                  Noninterest-bearing    9      
                  Interest-bearing    69,778      
Federal funds purchased and securities sold under agreements to repurchase:  
         Federal funds purchased in domestic offices        14,049  
         Securities sold under agreements to repurchase        7,248  
Dollar Amounts
In Millions
             
Trading liabilities        3,821  
Other borrowed money  
         (includes mortgage indebtedness and obligations under capitalized leases)         30,268  
Subordinated notes and debentures        10,877  
Other liabilities        16,108  
Total liabilities       $ 426,089  

Minority interest in consolidated subsidiaries		        57  

EQUITY CAPITAL		  
Perpetual preferred stock and related surplus        0  
Common stock        520  
Surplus (exclude all surplus related to preferred stock)        25,877  
Retained earnings        14,425  
Accumulated other comprehensive income        893  
Other equity capital components        0  
Total equity capital        41,715  
Total liabilities, minority interest, and equity capital       $ 467,861  

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin  
John Stumpf Directors
Carrie Tolstedt