EXHIBIT 25.1
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UNITED STATES
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) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| 95-3571558 |
700 South Flower Street Los Angeles, California (Address of principal executive offices) |
|
___________________________
MADISON GAS AND ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
Wisconsin | 39-0444025 |
|
|
___________________________
Medium-Term Notes
(Title of the indenture securities)
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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.
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 |
Federal Reserve Bank | San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A . (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).
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4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 16th day of December, 2010.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /S/ D.G. DONOVAN
Name: D.G. DONOVAN
&nb sp; Title: VICE PRESIDENT
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Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business Septemb er 30, 2010, published in accordance with Federal regulatory authority instructions.
Dollar Amounts
in Thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin
1,595
Interest-bearing balances
276
Securities:
Held-to-maturity securities
7
Available-for-sale securities
703,294
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold
76,500
Securities purchased under agreements to resell
0
Loans and lease financing receivables:
Loans and leases held for sale
0
Loans and leases,
net of unearned income...............................0
LESS: Allowance for loan and
lease losses................................................0
Loans and leases, net of unearned
income and allowance
0
Trading assets
0
Premises and fixed assets (including
capitalized leases)
9,503
Other real estate owned
0
Investments in unconsolidated
subsidiaries and associated
companies
0
Direct and indirect investments in real estate ventures
0
Intangible assets:
Goodwill
856,313
Other intangible assets
223,370
Other assets
156,663
Total assets
$2,027,521
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Dollar Amounts
in Thousands
LIABILITIES
Deposits:
In domestic offices
500
Noninterest-bearing.................... .....500
Interest-bearing..................................0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased
0
Securities sold under agreements to repurchase
0
Trading liabilities
0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)
268,691
Not applicable
Not applicable
Subordinated notes and debentures
0
Other liabilities
220,845
Total liabilities
490,036
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus
0
Common stock
1,0 00
Surplus (exclude all surplus related to preferred stock)
1,121,520
Not available
Retained earnings
412,405
Accumulated other comprehensive income
2,560
Other equity capital components
0
Not available
Total bank equity capital
1,537,485
Noncontrolling (minority) interests in consolidated subsidiaries
0
Total equity capital
1,537,485
Total li abilities and equity capital
2,027,521
I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Karen Bayz
)
Managing Director
We, the unde rsigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.
Troy Kilpatrick, President )
Frank P. Sulzberger, MD
)
Directors (Trustees)
William D. Lindelof, MD
)
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