Statement of Eligibility (Form T-1)

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

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).

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, 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 3rd day of December, 2003.

THE BANK OF NEW YORK

By:		/S/ STACEY POINDEXTER
		Name: STACEY POINDEXTER Title: ASSISTANT TREASURER

a member of the Federal Reserve System, at the close of business September 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

New York				13-5160382
(State of incorporation if not a U.S. national bank)				(I.R.S. employer identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)				10286 (Zip code)

Name		Address
Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,688.426
Interest-bearing balances		4,380,259
Securities:
Held-to-maturity securities		270,396
Available-for-sale securities		21,509.356
Federal funds sold in domestic offices		1,269,945
Securities purchased under agreements to resell		5,320,737
Loans and lease financing receivables:
Loans and leases held for sale		629,178
Loans and leases, net of unearned income		38,241,326
LESS: Allowance for loan and lease losses		813,502
Loans and leases, net of unearned income and allowance		37,427,824
Trading Assets		6,323,529
Premises and fixed assets (including capitalized leases)		938,488
Other real estate owned		431
Investments in unconsolidated subsidiaries and associated companies		256,230
Customers’ liability to this bank on acceptances outstanding		191,307
Intangible assets
Goodwill		2,562,478
Other intangible assets		798,536
Other assets		6,636,012

Total assets	$	92,203,132

LIABILITIES
Deposits:
In domestic offices	$	35,637,801
Noninterest-bearing		15,795,823
Interest-bearing		19,841,978
In foreign offices, Edge and Agreement subsidiaries, and IBFs		23,759,599
Noninterest-bearing		599,397
Interest-bearing		23,160,202
Federal funds purchased in domestic offices		464,907
Securities sold under agreements to repurchase		693,638
Trading liabilities		2,634,445
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		11,168,402
Bank’s liability on acceptances executed and outstanding		193,690
Subordinated notes and debentures		2,390,000
Other liabilities		6,573,955

Total liabilities	$	83,516,437


Minority interest in consolidated subsidiaries		519,418

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,057,234
Retained earnings		4,892,597
Accumulated other comprehensive income		82,162
Other equity capital components		0
Total equity capital		8,167,277

Total liabilities minority interest and equity capital	$	92,203,132

Thomas A. Renyi
Gerald L. Hassell		Directors
Alan R. Griffith