e305b2

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO & COMPANY
Law Department, Trust Section
MAC N9305-172
Sixth Street and Marquette Avenue, 17TH floor
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)

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.

Item 2.

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

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 16.

List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank, N.A. incorporates by reference into this Form T-1 the exhibits attached hereto.

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 for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 3.

A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. *

Exhibit 6.

The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.

Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398.

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 New York and State of New York on the 18th day of June, 2004.

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.

Wells Fargo Bank National Association
of 420 Montgomery Street, San Francisco, CA 94163
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2003, 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	$	11,411
				Interest-bearing balances		3,845
Securities:
	Held-to-maturity securities					0
	Available-for-sale securities					17,052
Federal funds sold and securities purchased under agreements to resell:
			Federal funds sold in domestic offices			516
			Securities purchased under agreements to resell			109
Loans and lease financing receivables:
			Loans and leases held for sale			14,571
			Loans and leases, net of unearned income			172,511
			LESS: Allowance for loan and lease losses			1,554
			Loans and leases, net of unearned income and allowance			170,957
Trading Assets						6,255
Premises and fixed assets (including capitalized leases)						2,067
Other real estate owned						144
Investments in unconsolidated subsidiaries and associated companies						306
Customers’ liability to this bank on acceptances outstanding						68
Intangible assets
			Goodwill			6,814
			Other intangible assets			7,501
Other assets						8,858

Total assets					$	250,474

LIABILITIES
Deposits:
				In domestic offices	$	157,695
				Noninterest-bearing		44,315
				Interest-bearing		113,380
				In foreign offices, Edge and Agreement subsidiaries, and IBFs		16,249
				Noninterest-bearing		6
				Interest-bearing		16,243
Federal funds purchased and securities sold under agreements to repurchase:
			Federal funds purchased in domestic offices			14,685
			Securities sold under agreements to repurchase			1,613


		Dollar Amounts
		In Millions

Trading liabilities		4,277
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		18,212
Bank’s liability on acceptances executed and outstanding		68
Subordinated notes and debentures		6,742
Other liabilities		7,358
		—
Total liabilities	$	226,899
Minority interest in consolidated subsidiaries		60
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		17,709
Retained earnings		4,920
Accumulated other comprehensive income		366
Other equity capital components		0
		—
Total equity capital		23,515
		—
Total liabilities, minority interest, and equity capital	$	250,474

I, James E. Hanson, Vice President 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.

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.


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

420 Montgomery Street San Francisco, CA			94163
(Address of principal executive offices)			(Zip code)


Delaware			Not Yet Received
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
C\O Wilmington Trust Rodney Square North 1100 North Market Street Wilmington, DE			19890-0001
(Address of principal executive offices)			(Zip code)


WELLS FARGO BANK, NATIONAL ASSOCIATION

	/s/ Peter J. Masterman

Name:	Peter J. Masterman

Title:	Vice President


Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

	/s/ Peter J. Masterman

Name:	Peter J. Masterman

Title:	Vice President


Carrie L. Tolstedt Howard Atkins		Directors
John Stumpf