Exhibit 25.4
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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)
___________________________
Sovereign Capital Trust III
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction of I.R.S. employer
incorporation or organization) identification no.)
2000 Market Street
Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip code)
Preferred Securities
(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 2 Rector Street, New York,
State of 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 24th day of October, 2001.
THE BANK OF NEW YORK
By: /S/ MARY BETH A. LEWICKI
Name: MARY BETH A. LEWICKI
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, 2001, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.
<table>
<caption>
Dollar Amounts
ASSETS In Thousands
<s> <c>
Cash and balances due from
depository institutions:
Noninterest-bearing balances and currency
and coin ............................................... $ 2,811,275
Interest-bearing balances................................. 3,133,222
Securities:
Held-to-maturity securities .............................. 147,185
Available-for-sale securities ............................ 5,403,923
Federal funds sold and Securities purchased under
agreements to resell ..................................... 3,378,526
Loans and lease financing receivables: .....................
Loans and leases held for sale ........................... 74,702
Loans and leases, net of unearned income ................. 37,471,621
LESS: Allowance for loan and lease losses ............... 599,061
Loans and leases, net of unearned
income and allowance ................................... 36,872,560
Trading Assets ............................................. 11,757,036
Premises and fixed assets (including capitalized leases) ... 768,795
Other real estate owned .................................... 1,078
Investments in unconsolidated subsidiaries and associated
companies ................................................ 193,126
Customers' liability to this bank on acceptances
outstanding .............................................. 592,118
Intangible assets
Goodwill ................................................. 1,300,295
Other intangible assets .................................. 122,143
Other assets ............................................... 3,676,375
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Total assets ............................................... $70,232,359
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LIABILITIES
Deposits:
In domestic offices ...................................... $25,962,242
Noninterest-bearing ...................................... 10,586,346
Interest-bearing ......................................... 15,395,896
In foreign offices, Edge and Agreement subsidiaries,
and IBFs ............................................... 24,862,377
Noninterest-bearing ...................................... 373,085
Interest-bearing ......................................... 24,489,292
Federal funds purchased and securities sold
under agreements to repurchase ........................... 1,446,874
Trading liabilities ........................................ 2,373,361
Other borrowed money:
(includes mortgage indebtedness and
obligations under capitalized leases) .................... 1,381,512
Bank's liability on acceptances executed and outstanding ... 592,804
Subordinated notes and debentures .......................... 1,646,000
Other liabilities .......................................... 5,373,065
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Total liabilities .......................................... $63,658,235
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EQUITY CAPITAL
Common stock ............................................... 1,135,284
Surplus .................................................... 1,008,773
Retained earnings .......................................... 4,426,033
Accumulated other comprehensive income ..................... 4,034
Other equity capital components ............................ 0
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Total equity capital ....................................... 6,574,124
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Total liabilities and equity capital ....................... $70,232,359
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</table>
I, Thomas J. Mastro, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System
and is true 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 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
Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Gerald L. Hassell Directors
Alan R. Griffith
(..continued)