EX-25.2 6 dbk212c.htm FORM T-1, COLLATERAL TRUST BONDS

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)

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

95-4655078
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

1999 Avenue of the Stars - Floor 26
Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)

Thomas F. Godfrey

Vice President and Assistant General Counsel

JPMorgan Chase Bank

1 Chase Manhattan Plaza, 25th Floor

New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service)

INTERSTATE POWER AND LIGHT COMPANY
(Exact name of obligor as specified in its charter)

Iowa 42-0331370
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

Alliant Energy Tower
200 First Street SE
Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)

COLLATERAL TRUST BONDS
(Title of the indenture securities)













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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.
Board of Governors of the Federal Reserve System, 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.

No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.

Item 16. List of Exhibits.

  List below all exhibits filed as part of this statement of eligibility.

  Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

  Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

  Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).

  Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

  Exhibit 5. Not Applicable

  Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

  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

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, 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 Chicago, and State of Illinois this 7th day of September, 2006.

J. P. Morgan Trust Company, National Association


    By   /s/ Janice Ott Rotunno
            Janice Ott Rotunno
            Vice President







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Exhibit 7 to Form T-1



Bank Call Notice



RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF




JPMorgan Chase Bank, N.A.

of 1111 Polaris Parkway, Columbus, Ohio 43240

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,




at the close of business March 31, 2006, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.






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ASSETS Dollar Amounts
  in Millions


Cash and balances due from depository institutions:		            

     Noninterest-bearing balances and		          

     currency and coin		       $ 35,771  

     Interest-bearing balances		        11,008  

Securities:		          

Held to maturity securities		        72  

Available for sale securities		        55,459  

Federal funds sold and securities purchased under		          

     agreements to resell:		          

     Federal funds sold in domestic offices		        17,813  

     Securities purchased under agreements to resell		        228,565  

Loans and lease financing receivables:		          

     Loans and leases held for sale		        32,025  

     Loans and leases, net of unearned income		     $381,159  

     Less: Allowance for loan and lease losses		        5,042  

     Loans and leases, net of unearned income and		          

     allowance		        376,117  

Trading Assets		        246,732  

Premises and fixed assets (including capitalized leases)		        8,145  

Other real estate owned		        388  

Investments in unconsolidated subsidiaries and		          

     associated companies		        1,620  

Intangible assets:		          

        Goodwill		        23,681  

        Other Intangible assets		        11,704  

Other assets		        44,294  

TOTAL ASSETS		       $ 1,093,394  

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LIABILITIES

Deposits            

     In domestic offices		       $ 417,676  

     Noninterest-bearing		     $134,430  

     Interest-bearing		        283,246  

     In foreign offices, Edge and Agreement		          

     subsidiaries and IBF's		        163,635  

        Noninterest-bearing		     $6,677  

     Interest-bearing		        156,958  


Federal funds purchased and securities sold under agree-		          

ments to repurchase:		          

     Federal funds purchased in domestic offices		        9,221  

     Securities sold under agreements to repurchase		        125,094  

Trading liabilities		        137,150  

Other borrowed money (includes mortgage indebtedness		          

     and obligations under capitalized leases)		        90,745  

Subordinated notes and debentures		        18,638  

Other liabilities		        41,884  

TOTAL LIABILITIES		        1,004,043  

Minority Interest in consolidated subsidiaries		        1,956  


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EQUITY CAPITAL

Perpetual preferred stock and related surplus          0  

Common stock		       1,785  

Surplus (exclude all surplus related to preferred stock)		       59,450  

Retained earnings		       27,149  

Accumulated other comprehensive income		       (989 )

Other equity capital components		       0  

TOTAL EQUITY CAPITAL		       87,395  
        
1,093,394		  
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL          


I, Joseph L. Sclafani, E.V.P. & Controller 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.


  JOSEPH L. SCLAFANI


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 in-

structions issued by the appropriate Federal regulatory

authority and is true and correct.


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DIRECTORS

MICHAEL J. CAVANAGH

WILLIAM B. HARRISON, JR.

JAMES DIMON










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