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

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

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

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

1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in 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. 333-106575 which is incorporated by reference).

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. 333-106575 which is incorporated by reference).

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.

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., 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 2nd day of May, 2005.

JPMorgan Chase Bank, N.A.
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, 2004, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

			Dollar Amounts
ASSETS			in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin			$	33,880
Interest-bearing balances				32,628
Securities:
Held to maturity securities				110
Available for sale securities				78,962
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices				31,459
Securities purchased under agreements to resell				106,872
Loans and lease financing receivables:
Loans and leases held for sale				24,495
Loans and leases, net of unearned income	$	341,550
Less: Allowance for loan and lease losses		5,313
Loans and leases, net of unearned income and allowance				336,237
Trading Assets				236,768
Premises and fixed assets (including capitalized leases)				7,994
Other real estate owned				141
Investments in unconsolidated subsidiaries and
associated companies				786
Customers’ liability to this bank on acceptances
outstanding				471
Intangible assets
Goodwill				23,120
Other Intangible assets				9,871
Other assets				43,571
TOTAL ASSETS			$	967,365

LIABILITIES

Deposits
In domestic offices			$	367,865
Noninterest-bearing	$	133,284
Interest-bearing		234,581
In foreign offices, Edge and Agreement
subsidiaries and IBF's				149,845
Noninterest-bearing	$	7,002
Interest-bearing		142,843

Federal funds purchased and securities sold under agree-
ments to repurchase:
Federal funds purchased in domestic offices				15,415
Securities sold under agreements to repurchase				71,311
Trading liabilities				140,576
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases)				77,735
Bank's liability on acceptances executed and outstanding				471
Subordinated notes and debentures				18,767
Other liabilities				43,384
TOTAL LIABILITIES				885,369
Minority Interest in consolidated subsidiaries				1,356

EQUITY CAPITAL

Perpetual preferred stock and related surplus				0
Common stock				1,785
Surplus (exclude all surplus related to preferred stock)				58,290
Retained earnings				20,968
Accumulated other comprehensive income				(403	)
Other equity capital components				0
TOTAL EQUITY CAPITAL				80,640

TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL			$	967,365


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 instructions issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON, JR.	)
JAMES DIMON	)	DIRECTORS
MICHAEL J. CAVANAGH	)

	13-4994650
(State of incorporation	(I.R.S. employer
if not a national bank)	identification No.)

1111 Polaris Parkway
Columbus, Ohio	43271
(Address of principal executive offices)	(Zip Code)

Bermuda	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification No.)

96 Pitts Bay Road
Pembroke, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

JPMORGAN CHASE BANK, N.A.

By	/s/ James D. Heaney

	James D. Heaney
	Vice President