EX-25 22 ex25-02.htm FORM T-1

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FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
(Exact name of trustee as specified in its charter)

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

13-5160382
(I.R.S. employer
identification no.)

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

10286
(Zip code)

POTOMAC ELECTRIC POWER COMPANY
(Exact name of obligor as specified in its charter)

District of Columbia
Virginia
(State or other jurisdiction of
incorporation or organization)


53-0127880
(I.R.S. employer
identification no.)

701 Ninth Street, N.W.
Washington, D.C.
(Address of principal executive offices)

20068
(Zip code)

                              

First Mortgage Bonds
(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.

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Name Address
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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

550 17th Street, N.W.
Washington, D.C. 20429

New York Clearing House Association

New York, New York 10005
 

(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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
 

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)
 

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. 33-44051.)
 

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.

SIGNATURE

          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 9th day of June, 2003.
 

THE BANK OF NEW YORK



By:/s/ VAN K. BROWN                 
Name: VAN K. BROWN
Title:   VICE PRESIDENT

 

EXHIBIT 7

                                                                                                                                                                                       

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 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.

ASSETS

Dollar Amounts
In Thousands

Cash and balances due from depository institutions:

  

   Noninterest-bearing balances and currency and coin

$  4,389,492

Interest-bearing balances

    3,288,212

Securities:

  

   Held-to-maturity securities

      654,763

   Available-for-sale securities

 17,626,360

Federal funds sold in domestic offices

    1,759,600

Securities purchased under agreements to resell

      911,600

Loans and lease financing receivables:

  

   Loans and leases held for sale

     724,074

   Loans and leases, net of unearned
     income                      32,368,718

  

   LESS: Allowance for loan and
     lease losses                   826,505

  

   Loans and leases, net of unearned
     income and allowance                    31,542,213

  

Trading Assets

  7,527,662

Premises and fixed assets (including capitalized leases)

     825,706

Other real estate owned

            164

Investments in unconsolidated subsidiaries and associated companies

     260,940

Customers' liability to this bank on acceptances outstanding

     225,935

Intangible assets

  

Goodwill

  2,027,675

Other intangible assets

       75,330

Other assets

  4,843,295

 

Total assets

$76,683,021

LIABILITIES

  

Deposits:

  

   In domestic offices

$33,212,852

   Noninterest-bearing                     12,997,086

  

   Interest-bearing                            20,215,766

  

   In foreign offices, Edge and Agreement subsidiaries, and      IBFs

 24,210,507

   Noninterest-bearing                          595,520

  

   Interest-bearing                            23,614,987

  

Federal funds purchased in domestic
   offices

       375,322

Securities sold under agreements to repurchase

      246,755

Trading liabilities

   2,335,466

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

      959,997

Bank's liability on acceptances executed and outstanding

      227,253

Subordinated notes and debentures

   2,090,000

Other liabilities

   5,716,796

Total liabilities

$69,374,948

Minority interest in consolidated subsidiaries.

      540,772

EQUITY CAPITAL

  

Perpetual preferred stock and related
   surplus

                0

Common stock

   1,135,284

Surplus

   1,056,295

Retained earnings

   4,463,720

Accumulated other comprehensive income

     (112,002)

Other equity capital components

                 0

Total equity capital

    6,767,301

Total liabilities minority interest and equity capital

$76,683,021

 


          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.
 

Thomas J. Mastro,
Senior Vice President and Comptroller

          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.

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


Directors