EX-25 4 t-1.htm STATEMENT OF ELIGIBILITY OF TRUSTEE Form T-1

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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) ________
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JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a national bank)

13-4994650
(I.R.S. employer
identification No.)

270 Park Avenue
New York, New York
(Address of principal executive offices)


10017
(Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
________________________________________

DELMARVA POWER & LIGHT COMPANY
(Exact name of obligor as specified in its charter)

Delaware & Virginia
(State or other jurisdiction of
incorporation or organization)

51-0084283
(I.R.S. employer
identification No.)

800 King Street, P.O. Box 231
Wilmington, DE
(Address of principal executive offices)


19899
(Zip Code)

________________________________________
Debt Securities
(Title of the indenture securities)
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GENERAL

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.

 

New York State Banking Department, State House, Albany, New York 12110.

 

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

 

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

 

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

               (b)

Whether it is authorized to exercise corporate trust powers.

 

Yes

Item 2.   Affiliations with the Obligor and Guarantors.

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

              None.

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Item 16.  List of Exhibits

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

               1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference).

               2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001 in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

               3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

               4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference).

               5. Not applicable.

               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. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

               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.

               8. Not applicable.

               9. Not applicable.

SIGNATURE

               Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, 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 21st day of May, 2004.

    

     JPMORGAN CHASE BANK

By    /s/ WILLIAM G. KEENAN         
                William G. Keenan
                     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
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business December 31, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS

Dollar Amounts
    in Millions

 

Cash and balances due from depository institutions:

     
 

Noninterest-bearing balances and
currency and coin

 

$    19,429

 
 

Interest-bearing balances

 

9,602

 

Securities:

     

Held to maturity securities

 

176

 

Available for sale securities

 

53,625

 

Federal funds sold and securities purchased under
         agreements to resell

     
 

Federal funds sold in domestic offices

 

26,067

 
 

Securities purchased under agreements to resell

 

80,099

 

Loans and lease financing receivables:

     
 

Loans and leases held for sale

 

20,359

 
 

Loans and leases, net of unearned income           $163,864

     
 

Less: Allowance for loan and lease losses                 3,151

     
 

Loans and leases, net of unearned income and
allowance

 

160,713

 

Trading Assets

 

197,197

 

Premises and fixed assets (including capitalized leases)

 

6,010

 

Other real estate owned

 

128

 

Investments in unconsolidated subsidiaries and
           associated companies

 

828

 

Customers' liability to this bank on acceptances
           outstanding

 

225

 

Intangible assets

     
 

Goodwill

 

2,315

 
 

Other Intangible assets

 

4,997

 

Other assets

 

46,892

 

TOTAL ASSETS

 

$628,662

 
   

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LIABILITIES

Deposits

     
 

In domestic offices

 

$190,249

 
 

Noninterest-bearing                                       $  74,112

     
 

Interest-bearing                                               116,137

     
 

In foreign offices, Edge and Agreement
subsidiaries and IBF's

 

136,496

 
 

Noninterest-bearing                                       $    6,355

     
 

Interest-bearing                                               130,141

     

Federal funds purchased and securities sold under agree-
ments to repurchase:

     
 

Federal funds purchased in domestic offices

 

4,639

 
 

Securities sold under agreements to repurchase

 

71,995

 

Trading liabilities

 

128,738

 

Other borrowed money (includes mortgage indebtedness
         and obligations under capitalized leases)

 

23,496

 

Bank's liability on acceptances executed and outstanding

 

225

 

Subordinated notes and debentures

 

8,028

 

Other liabilities

 

26,985

 

TOTAL LIABILITIES

 

590,851

 

Minority Interest in consolidated subsidiaries

 

320

 

EQUITY CAPITAL

Perpetual preferred stock and related surplus

 

0

 

Common stock

 

1,785

 

Surplus (exclude all surplus related to preferred stock)

 

16,318

 

Retained earnings

 

19,590

 

Accumulated other comprehensive income

 

(202)

 

Other equity capital components

 

0

 

TOTAL EQUITY CAPITAL

 

37,491

 

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL

 

_______
$628,662

 
   

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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.

     

WILLIAM B. HARRISON JR. )
WILLIAM H. GRAY, III          )
HELENE L. KAPLAN         )


DIRECTORS

 

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