_

Variable Rate Subordinated Debentures

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

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

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of September 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia on the 28^thof March, 2014.

By:

/s/ Jack Ellerin________

Jack Ellerin

Vice President

Exhibit 2

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Comptroller of the Currency

Administrator of National Banks

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Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq,

as amended , and 12 USC 1, et seq, as amended, has possession, custody, and control

of all records pertaining to the chartering, regulation, and supervision of all

national banking associations.

"U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), is a

national banking association formed under the laws of the United States and is

authorized thereunder to transact the business of banking on the date of this

certificate.

IN TESTIMONY WHEREOF, today,

February 27, 2013, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

U.S. Department of the Treasury, in the City

of Washington, District of Columbia.

SEAL

/s/ Thomas J. Curry

Comptroller of the Currency

Exhibit 3

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Comptroller of the Currency

Administrator of National Banks

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Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

The Comptroller of the Currency, pursuant to Revised Statutes

324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession,

custody, and control of all records pertaining to the chartering, regulation, and

supervision of all national banking associations.

"U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), was

granted, under the hand and seal of the Comptroller, the right to act in all fiduciary

capacities authorized under the provisions of the Act of Congress approved

September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted

remains in full force and effect on the date of this certificate.

IN TESTIMONY WHEREOF, today,

February 27, 2013, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at the

U.S. Department of the Treasury, in the City

of Washington, District of Columbia.

SEAL

/s/ Thomas J. Curry

Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 28, 2014

By:

/s/ Jack Ellerin_________

Jack Ellerin

Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2013

($000’s)

12/31/2013

Assets

Cash and Balances Due From

$ 8,472,724

Depository Institutions

Securities

79,357,671

Federal Funds

76,693

Loans & Lease Financing Receivables

232,699,923

Fixed Assets

4,466,915

Intangible Assets

13,365,332

Other Assets

22,039,020

Total Assets

$360,478,278

Liabilities

Deposits

$271,150,926

Fed Funds

2,539,914

Treasury Demand Notes

Trading Liabilities

432,300

Other Borrowed Money

29,623,570

Acceptances

Subordinated Notes and Debentures

5,586,320

Other Liabilities

11,722,618

Total Liabilities

$321,055,648

Equity

Common and Preferred Stock

18,200

Surplus

14,231,212

Undivided Profits

24,312,465

Minority Interest in Subsidiaries

$860,753

Total Equity Capital

$39,422,630

Total Liabilities and Equity Capital

$360,478,278


Georgia	58-0521233
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)