Exhibit 25
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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 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
APPALACHIAN POWER COMPANY
(Exact name of obligor as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1 Riverside Plaza
Columbus, OH 43215
(Address of principal executive offices) (Zip code)
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Unsecured Notes
(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.
Name Address
Superintendent of Banks of the State of 2 Rector Street, New York,
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
(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 8th day of June, 2004.
THE BANK OF NEW YORK
By: /s/ Cynthia Chaney___
Name: Cynthia Chaney
Title: Vice President
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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 December 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.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin......... $3,752,987
Interest-bearing balances...... 7,153,561
Securities:
Held-to-maturity securities.... 260,388
Available-for-sale securities.. 21,587,862
Federal funds sold and
securities purchased
under agreements to resell
Federal funds sold
in domestic offices............ 165,000
Securities purchased under
agreements to resell........... 2,804,315
Loans and lease financing
receivables:
Loans and leases held for sale.. 557,358
Loans and leases, net of
unearned income................ 36,255,119
LESS: Allowance for loan and
lease losses................... 664,233
Loans and leases, net of
unearned income and allowance. 35,590,886
Trading Assets................... 4,892,480
Premises and fixed assets
(including capitalized leases). 926,789
Other real estate owned.......... 409
Investments in unconsolidated
subsidiaries and associated
companies...................... 277,788
Customers' liability to this
bank on acceptances outstanding 144,025
Intangible assets
Goodwill..................... 2,635,322
Other intangible assets...... 781,009
Other assets..................... 7,727,722
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Total assets..................... $89,257,901
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LIABILITIES
Deposits:
In domestic offices............ $33,763,250
Noninterest-bearing............ 14,511,050
Interest-bearing............... 19,252,200
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs.......................... 22,980,400
Noninterest-bearing............ 341,376
Interest-bearing............... 22,639,024
Federal funds purchased and
securities sold under
agreements to repurchase
Federal funds purchased
in domestic offices............ 545,681
Securities sold under
agreements to repurchase....... 695,658
Trading liabilities.............. 2,338,897
Other borrowed money:
(includes mortgage
indebtedness and obligations
under capitalized leases...... 11,078,363
Bank's liability on acceptances
executed and outstanding....... 145,615
Subordinated notes and debentures 2,408,665
Other liabilities................ 6,441,088
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Total liabilities................ $80,397,617
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Minority interest in
consolidated subsidiaries...... 640,126
EQUITY CAPITAL
Perpetual preferred stock and
related surplus................ 0
Common stock..................... 1,135,284
Surplus.......................... 2,077,255
Retained earnings................ 4,955,319
Accumulated other comprehensive
income......................... 52,300
Other equity capital components.. 0
Total equity capital............. 8,220,158
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Total liabilities,
minority interest and
equity capital................. $89,257,901
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true to the
best of my knowledge and belief.
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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