Exhibit 25.1

Securities Act of 1933 File No. 333-50269
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
__________________________________________________

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
PURSUANT TO SECTION 305(b) (2) / X /
__________________________________________________

STAR BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 31-0841368
---------------------------------
(IRS Employer Identification No.)
425 Walnut Street
Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) (Zip Code)

/S/ Robert T. Jones
--------------------
Robert T. Jones
Senior Trust Officer
Star Bank, National Association
425 Walnut Street
Cincinnati, Ohio 45202
(513) 632-4427
(Name, address, and telephone number of agent for services)
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THE KROGER CO.
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(Exact name of obligor as specified in its charter)

Ohio 31-0345740
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(State of Incorporation) (IRS Employer Identification No.)

1014 Vine Street, Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)

Senior Debt Securities
----------------------

(Title of the Indenture securities)

1. General Information. Furnish the following information as Trustee --
(a) Name and address of each examining or supervising authority to
which it is subject.

Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Cleveland, Ohio
Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The Trustee is authorized to exercise corporate trust powers.

2. Affiliations with obligor. If the obligor is an affiliate of the trustee,
describe each such affiliation.

The obligor is not an affiliate of the Trustee (including its parent and
any affiliates).

3. Voting Securities of the trustee. Furnish the following information as to
each class of voting securities of the trustee (and its
parent). As of _____________ (insert date within 31
days)

Col A. Col B
---------------- --------------------
(Title of Class) (Amount Outstanding)

4. Trusteeships under other Indentures. If the trustee is a trustee under
another Indenture under which any other securities, or
certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the
following information:

(a) Title of the securities outstanding under each such other
indenture.

(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning
of Section 310(b) (1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.

5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee (including its parent and any other affiliates)
or any of the directors or executive officers of the trustee is
a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the
obligor, identify each such person having any such connection
and state the nature of each such connection.

6. Voting securities of the trustee (including its parent and any affiliate)
owned by the obligor or its officials. Furnish the following information as
to the voting securities of the trustee (including its parent and any
affiliates) owned beneficially by the obligor and each director, partner and
executive officer of the obligor:
As of _______________________ (insert date within 31 days)

Col. A. Col. B. Col. C Col. D

Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Col. C

7. Voting securities of the trustee (including its parent and any affiliates)
owned by underwriters or their officials. Furnish the following information
as to the voting securities of the trustee (including its parent and any
affiliates) owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of ___________________(insert date within 31 days)

Col. A. Col. B. Col. C Col. D

Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Col. C

8. Securities of the obligor owned or held by the trustee (including its parent
and any affiliates). Furnish the following information as to securities of
the obligor owned beneficially or held as collateral security for obligations
default by the trustee (including its parent and any affiliates):
As of ___________________(insert date within 31 days)

Col. A. Col. B. Col. C Col. D

Amount Owned
Whether the Beneficially or
Securities Are Held as Collateral Percent of
Voting or Security for Class Represented
Nonvoting obligations in .by Amount Given
Title of Class Securities Default in Col. C

9. Securities of underwriters owned or held by the trustee (including its
parent and any affiliates). If the trustee (including its parent and any
affiliates) owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee:

Col. A Col. B Col. C Col. D

Amount Owned
Beneficially or
Held as Collateral Percent of
Security for Class Represented
Title of Issuer Obligations in by Amount
and Title of Amount Default by Given in
Class Outstanding Trustee Col. C

10. Ownership or holdings by the trustee (including its parent
and any affiliates) of voting securities of certain affiliates or
security holders of the obligor. If the trustee (including its parent
and any affiliates) owns beneficially or holds as collateral security
for obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10% or more of the voting securities
of the obligor or (2) is an affiliate, other than a subsidiary, of the
obligor, furnish the following information as to the voting securities
of such person:
As of _______________________(insert date within 31 days)

Col. A Col. B Col. C Col. D

11. Ownership or holdings by the trustee (including its parent and
any affiliates) of any securities of a person owning 50 percent or more
of the voting securities of the obligor. If the trustee (including its
parent and any affiliates) owns beneficially or holds as collateral
security for obligations in default any securities of a person who, to
the knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to each
class of securities of such person any of which are so owned or held by
the trustee (including its parent and affiliates):

As of ______________________(insert date within 31 days)

Col. A Col. B Col. C Col. D
Amount Owned
Beneficially or Percent of
Held as Collateral Class
Title of Issuer Security for Represented by
and Title of Amount Obligations in Amount Given
Class Outstanding Default by Trustee in Col. C
--------------- ----------- ------------------ --------------

12. Indebtedness of the Obligor to the Trustee. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the
following information:

As of ____________________ (insert date with 31 days)

Col. A Col. B Col. C
Amount
Nature of Indebtedness Outstanding Due Date
---------------------- ----------- --------

13. Defaults by the Obligor.

a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.

b) If the Trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
or securities under the indenture, state whether there has been a
default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.

As of ____________________ (insert date with 31 days)

14. Affiliations with the Underwriters. If any underwriter is an affiliate
of the

trustee (including its parent and any affiliates), described each such
affiliation.

15. Foreign Trustee. Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures qualified or
to be qualified under the Act.

16. List of Exhibits. List below all exhibits filed as part of this statement of
eligibility.

1. A copy of the Articles of Association of Star Bank, National Association,
as now in effect.

2. A copy of the certificate of authority of The First National Bank of
Cincinnati (now Star Bank, National Association) to commence business
dated September 1, 1922.

3. A copy of the authorization of The First National Bank of Cincinnati
(now Star Bank, National Association) to exercise corporate trust powers.

4. A copy of existing By-Laws to Star Bank, National Association, Cincinnati
(now Star Bank, National Association)

5. The consent of the Trustee required by section 321 (b) of the Trust
Indenture Act of 1939.

6. A copy of the latest report of condition of Star Bank, National
Association, published pursuant to law or the requirements of its
supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Star 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Cincinnati and State
of Ohio on the 5th day of May, 1998.

STAR BANK, NATIONAL ASSOCIATION

By: /S/ Robert T. Jones
-------------------------
Robert T. Jones
Senior Trust Officer

EXHIBIT 1
Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et. seq.,
as amended, 12 U.S.C. 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.

2. "Star 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, I have hereunto

subscribed my name and caused my name and

caused my seal of office to be affixed to

(SEAL) these presents at the Treasury Department,

in the City of Washington and District of

Columbia, this 18th day of December, 1996.

(Signed)Eugene A. Ludwig
Comptroller of the Currency

Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency hereby certify that the
document hereto attached is a true and complete copy, as recorded in this Office
of the currently effective Articles of Association for "Star Bank, National
Association", Cincinnati, Ohio, (Charter No. 24).

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents at

the Treasury Department, in the City of

Washington and District of Columbia, this
(SEAL)
18th day of December, 1996.

(Signed) Eugene A. Ludwig
Comptroller of the Currency

STAR BANK, NATIONAL ASSOCIATION

CHARTER NO. 24

ARTICLES OF ASSOCIATION

FIRST: The title of this Association shall be "Star Bank, National
Association".

SECOND: The main office of the Association shall be in the city of Cincinnati,
County of Hamilton, State of Ohio. The general business of the Association shall
be conducted at its main office and its branches.

THIRD: The Board of Directors of this Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.

FOURTH: The annual meeting of the shareholders for the election of Directors
and the transaction of whatever other business may be brought before said
meeting shall be held at the main office or such other place as the Board of
Directors may designate, on the day of each year specified thereof by the
Bylaws, but of no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to the provisions of law; and all elections shall be held according to
such lawful regulations as may be prescribed by the Board of Directors.

FIFTH: The authorized amount of capital stock of this Association shall be
3,640,000 shares of common stock of the par value of five dollars ($5.00) each,
but said capital stack may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any pre-emptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH: The Board of Directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board, unless the Board appoints
another Director to be the

Chairman. The Board of Directors shall have the power to appoint one or more
Vice Presidents; and to appoint a Cashier and such other officers and employees
as may be required to transact the business of this Association. The Board of
Directors shall have the power to define the duties of the officers and
employees of the Association; to fix the salaries to be paid to them; to dismiss
them; to require bonds from them and to fix the penalty thereof; to regulate the
manner in which any increase of the capital of the Association shall be made; to
manage and administer the business and affairs of the Association; to make all
bylaws that it may be lawful for them to make and generally to do and perform
all acts that it may be legal for a Board of Directors to do and perform.

SEVENTH: The Board of Directors, without need for approval of shareholders,
shall have the power to change the location of the main office of this
Association to any other place within the limits of Cincinnati, Ohio, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders, but subject to the approval
of the Comptroller of the Currency.

EIGHTH: The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

NINTH: The Board of Directors of this Association, the Chairman of the Board,
the President, or any three of more shareholders owning, in the aggregate, not
less than twenty-five percent of the stock of this Association, may call a
special meeting of shareholders at any time. Unless otherwise provided by the
laws of the United States, a notice of the time, place, and purpose of every
annual and special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least ten days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
this Association.

TENTH: Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the Association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Association. Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association. And, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors. And, provided further, that no director, officer or employee shall
be so indemnified or reimbursed for expenses, penalties or other payments
incurred in an administrative proceeding or action instituted by an appropriate
bank regulatory agency where said proceeding or action results in a final order

assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to this Association. The foregoing right
of indemnification shall not be exclusive of other rights to which such person,
his heirs, executors, or administrators, may be entitled as a matter of law. The
Association may, upon the affirmative vote of a majority of its Board of
Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all directors, officers, or employees.

ELEVENTH: These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law and in that case by the vote of the holders
of such greater amount.

EXHIBIT 2

COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS:
NO. 24

E Pluribus Unum
TREASURY DEPARTMENT
Office of Comptroller of the Currency

Washington, D.C., September 1, 1992

WHEREAS, the Act of Congress of the United States, entitled, "An Act to
amend section 5136, Revised Statutes of the United States, relating to corporate
powers of associations, so as to provide succession thereof for a period of
ninety-nine years or until dissolved, and to apply said section as so amended to
all national banking association", approved by the President on July 1, 1922,
provided that all national banking associations organized and operating under
any law of the United States on July 1, 1922 should have succession until
ninety-nine years from that date, unless such association should be sooner
dissolved by the act of its shareholders owning two-thirds of its stock, or
unless its franchise should become forfeited by reason of violation of law, or
unless it should be terminated by an Act of Congress hereinafter enacted;

NOW THEREFORE, I, D. R. Crissinger Comptroller of the Currency, do hereby
certify that The First National Bank of Cincinnati and State of Ohio , was
organized and operating under the laws of the United States on July 1, 1922, and
that its corporate existence was extended for the period of ninety-nine years
from that date in accordance with and subject to the condition in the Act of
Congress hereinbefore recited.

(SEAL) IN TESTIMONY WHEREOF, witness my hand
and seal of office this first day of September,
1922

(Signed) D. R. Crissinger
----------------------------------------
Comptroller of the Currency

EXHIBIT 3
THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS:

FEDERAL RESERVE BOARD
Washington, D.C.
October 9, 1919

Pursuant to authority vested in the Federal Reserve Board by the Act of
Congress approved December 23, 1913, known as the Federal Reserve Act, as
amended by the Act of September 26, 1918, the

FIRST NATIONAL BANK OF CINCINNATI

has been granted the right to act, when not in contravention of State or local
law, as TRUSTEE, EXECUTOR, ADMINISTRATOR, REGISTRAR OF STOCKS AND BONDS,
GUARDIAN OF ESTATES, ASSIGNEE, RECEIVER OR IN ANY OTHER FIDUCIARY CAPACITY IN
WHICH STATE BANKS, TRUST COMPANIES OR OTHER CORPORATIONS WHICH COME INTO
COMPETITION WITH NATIONAL BANKS ARE PERMITTED TO ACT UNDER THE LAWS OF THE STATE
OF OHIO. The exercise of such rights shall be subject to regulations prescribed
by the Federal Reserve Board.

Federal Reserve Board,

By W. P. G. Harding
Governor.
ATTEST:
W. T. Chapman
Secretary.
STATE OF OHIO
DEPARTMENT OF BANKS AND BANKING
Certificate of Authority No. 17
NATIONAL BANKS

I, Philip C. Berg, Superintendent of Banks, do hereby certify that the
First National Bank of Cincinnati, Hamilton County, Ohio has complied with all
the requirements provided by law and is authorized to transact the business of a
trust company and to perform all the functions granted to such companies by the
laws of this state.

Given under my hand and official Seal at Columbus,
Ohio, this twenty-fifth day of November, A.D. 1919

Philip C. Berg,
Superintendent of Banks.
(SEAL)

EXHIBIT 4
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BY-LAWS
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STAR BANK, N.A., CINCINNATI
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ARTICLE I
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MEETINGS OF SHAREHOLDERS
------------------------

SECTION 1. ANNUAL MEETING

The annual meeting of shareholders shall be held in the main banking house of
the Association at 11:00 a.m. on the second Tuesday in February of each year.
Notice of such meeting shall be mailed to shareholders not less than ten (10)
nor more than sixty (60) days prior to the meeting date.

SECTION 2. SPECIAL MEETINGS

Special meetings of shareholders may be called and held at such times and upon
such notice as is specified in the Articles of Association.

SECTION 3. QUORUM

A majority of the outstanding capital stock represented in person or by proxy
shall constitute a quorum of any meeting of the shareholders, unless otherwise
provided by law, but less than a quorum may adjourn any meeting, from time to
time, and the meeting amy be held as adjourned without further notice.

SECTION 4. INSPECTORS

The Board of Directors may, and in the event of its failure so to do, the
Chairman of the Board shall appoint Inspectors of Election who shall determine
the presence of a quorum, the validity of proxies, and the results of all
elections and all other matters voted upon by shareholders at all annual and
special meetings of shareholders.

SECTION 5. VOTING

In deciding on questions at meetings of shareholders, except in the election of
directors, each shareholder shall be entitled to one vote for each share of
stock held. A majority of votes cast shall decide each matter submitted to the
shareholders, except where by law a larger vote is required. In all elections
of directors, each shareholder shall have the right to vote the number of shares
owned by him for as many persons as there are directors to be elected, or to
cumulate such shares and give one candidate as many votes as the number of
directors multiplied by the number

of his shares equal, or to distribute them on the same principle among as many
candidates as he shall think fit.

ARTICLE II
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SECTION 1. TERM OF OFFICE

The directors of this Association shall hold office for one year and until their
successors are duly elected and qualified.

SECTION 2. REGULAR MEETINGS

The organization meeting of the Board of Directors shall be held as soon as
practical following the annual meeting of shareholders at the main banking
house. Other regular meetings of the Board of Directors shall be held without
notice at 11:00 a.m. on the second Tuesday of each month except February, at the
main banking house, or, provided notice is given by telegram, letter, telephone
or in person to every Director, at such time and place as may be designated in
the notice of the meeting. When any regular meeting of the Board falls on a
holiday, the meeting shall be held on the next banking business day, unless the
Board shall designate some other day.

SECTION 3. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the
Board of the Association, or at the request of three or more Directors. Notice
of the time, place and purposes of such meetings shall be given by telegram,
letter, telephone or in person to every Director.

SECTION 4. QUORUM

A majority of the entire membership of the Board shall constitute a quorum at
any meeting of the Board.

SECTION 5. NECESSARY VOTE

A majority of those Directors present and voting at any meeting of the Board of
Directors shall decide each matter considered, except where otherwise required
by law or the Articles or By-Laws of this Association.

SECTION 6. COMPENSATION

Directors, excluding full-time employees of the Bank, shall receive such
reasonable compensation as may be fixed from time to time by the Board of
Directors.

SECTION 7. ELECTION-AGE LIMITATION

No person shall be elected or reelected a Director after reaching his seventieth
(70th) birthday, provided that any person who is a Director on December 10,
1985, may continue to be reelected a Director until he reaches his seventy-fifth
(75th) birthday.

SECTION 8 RETIREMENT-AGE LIMITATION

Every Director of the Bank shall retire no later than the first month next
following his seventieth (70th) birthday, except for any person who was a
Director on December 10, 1985, who shall retire not later that the first of the
next month following his seventy-fifth (75th) birthday.

SECTION 9 DIRECTORS EMERITUS

The Board shall have the right from time to time to choose as Directors Emeritus
persons who have had prior service as members of the Board and who may receive
such compensation as shall be fixed from time to time by the Board of Directors.

ARTICLE III
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OFFICERS
--------

SECTION 1 WHO SHALL CONSTITUTE

The Officers of the Association shall be a Chairman of the Board, a President, a
Secretary, and other officers such as Chairman of the Executive Committee, Vice
Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Assistant Secretaries, Trust Officers, Trust Investment Officers,
Trust Real Estate Officers, Assistant Trust Officers, a Controller, Assistant
Controller, an Auditor and Assistant Auditors, as the Board may appoint from
time to time. Any person may hold two offices. The Chairman of the Board, all
Vice Chairmen of the Board and the President shall at all times be members of
the Board of Directors.

SECTION 2 TERM OF OFFICE

All officers shall be elected for and shall hold office for one year and until
their successors are elected and qualified, subject to the right in the Board of
Directors by a majority vote of the entire membership to discharge any officer
at any time.

SECTION 3 CHAIRMAN OF THE BOARD (Amended 12/13/88-see attachment)

The Chairman of the Board shall be the Chief Executive Officer of the
Association and shall have all duties, responsibilities and powers of the Chief
Executive Officer. He shall, when present, preside at all meetings of
shareholders and directors and shall be ex officio a member of all committees of
the Board. He shall name all members of the committees of the Board, subject to
the confirmation thereof by the Board.

In the event that there is a vacancy in the position of President or in the
event of the absence or incapacity of the President, the Chairman may appoint,
or in the event of his failure to do so, the Board of Directors or the Executive
Committee thereof may designate any Vice Chairman of the

Board, any Executive Vice President or any Senior Vice President of the
Association temporarily to exercise the powers and perform the duties of the
Chairman as Chief Executive Officer when the Chairman is absent or
incapacitated.

The Board of Directors shall have the power to elect a Chairman of the Executive
Committee. Any such Chairman of the Executive Committee shall participate in
the formation of the policies of the Association and shall have such other
duties as may be assigned to him from time to time by the President or by the
Board of Directors.

SECTION 4 PRESIDENT (amended 12/13/88-see attachment)

The President shall participate in the formation and supervision of the policies
and operations of the Association and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or by the Chairman
of the Board. In the event that there is a vacancy in the position of the
Chairman of the Board, the President shall be the Chief Executive Officer of the
Association and shall have all the powers and perform all the duties of the
Chairman of the Board, including the same power to name temporarily a Chief
Executive Officer to serve in the absence of the President.

SECTION 5 CHAIRMAN OF THE EXECUTIVE COMMITTEE

SECTION 6 VICE CHAIRMEN OF THE BOARD

The Board of Directors shall have the power to elect one or more Vice Chairmen
of the Board of Directors. Any such Vice Chairmen of the Board shall
participate in the formation of the policies of the Association and shall have
such other duties as may be assigned to him from time to time by the Chairman of
the Board or by the Board of Directors.

SECTION 7 OTHER OFFICERS

The Secretary and all other officers appointed by the Board of Directors shall
have such duties as defined by law and as may from time to time be assigned to
them by the Chief Executive Officer or the Board of Directors.

SECTION 8 RETIREMENT

Every officer of the Association shall retire not later than the first of the
month next following his sixty-fifth (65th) birthday. The Board of Directors
may, in its discretion, set the retirement date and terms of retirement of an
officer at a date later than provided above.

ARTICLE IV

COMMITTEES

SECTION 1 EXECUTIVE COMMITTEE

There shall be a standing committee of Directors in this Association to be known
as the Executive Committee. This Committee shall meet at 11:00 a.m. on the
first and fourth Tuesday of each month. It shall have all of the powers of the
Board of Directors between meetings of the Board, except as the Board only by
law is authorized to perform or exercise. All actions of the Executive
Committee shall be reported to the Board of Directors. In the event that any
member of the Executive Committee is unable to attend a meeting of that
committee, the Chairman of the Board or the President may, at his discretion,
appoint another Director to attend said meeting of the Executive Committee and
for that meeting to serve as a member of the Executive Committee with full power
to act in place of the absent regular member of the committee.

SECTION 2 COMPENSATION COMMITTEE

There shall be a standing committee of directors of this Association to be known
as the Compensation Committee who shall review the compensation of all Executive
Officers and those officers who participate in the Profit Sharing Pool as well
as fees for directors of the Association. They will recommend specific
compensation arrangements to the Board of Directors for their confirmation.

SECTION 3 COMMITTEE ON AUDIT

There shall be a standing committee of Directors of this Association to be known
as the Committee on Audit, none of whose members shall be active officers of the
Association. This Committee shall make or cause to be made a suitable
examination of the affairs of the Association and the Trust Department at least
once during each period of twelve months. The results of such examination shall
be reported in writing to the Board at the next regular meeting thereafter
stating whether the Association and/or Trust Department is in a sound solvent
condition, whether adequate internal audit controls and procedures are being
maintained and make such recommendations as it deems advisable.

SECTION 4 TRUST COMMITTEE

There shall be a standing committee of Directors of this Association to be known
as the Trust Committee. The Trust Committee shall determine policies of the
Department and review actions of the Trust Investment Committee. All actions of
the Trust Committee shall be reported to the Board of Directors.

SECTION 5 TRUST INVESTMENT COMMITTEE

There shall be a standing committee of this Association to be known as the Trust
Investment Committee composed of officers of the Association. The Trust
Investment Committee or such

officers as may be duly designated by the Trust Investment Committee, shall pass
upon the acceptance of all trusts, the closing out or relinquishment of all
trusts and the making, retention, or disposition of all investments of trust
funds in conformity with policies established by the Trust Committee. Actions of
the Trust Investment Committee shall be reported to the Trust Committee.

SECTION 6 PENSION COMMITTEE

There shall be a standing committee of directors or officers of this
Association to be known as the Pension Committee, who shall have the powers and
duties as set forth in the Association's Employees' Pension Plan. A report of
the condition of the pension fund shall be submitted annually to the Board of
Directors.

SECTION 7 OTHER COMMITTEES

The Chairman may appoint, from time to time, other committees for such purposes
and with such powers as he or the Board may direct.

ARTICLE V

SEAL
SECTION 1 IMPRESSION

The following is an impression of the seal of this Association.

August 25, 1988

RESOLVED, That Section 3 of Article III of the By-Laws of the Bank shall be
amended to read:

SECTION 3 CHAIRMAN OF THE BOARD

The Chairman of the Board shall have general executive powers and duties and
shall perform such other duties as amy be assigned from time to time by the
Board of Directors. In addition, unless the Board of Directors shall have
designated the President to be the Chief Executive Officer, the Chairman of the
Board shall be the Chief Executive Officer and shall have all the powers and
duties of the Chief Executive Officer. He shall, when present, preside at all
meetings of shareholders and directors and shall be ex officio a member of all
committees of the Board. He shall name all members of the committees of the
Board, subject to the confirmation thereof by the Board.

If he is Chief Executive Officer, in the event that there is a vacancy in the
position of President or in the event of the absence or incapacity of the
President, the Chairman may appoint, or in the event of his failure to do so,
the Board of Directors or the Executive Committee thereof may designate, any
Vice Chairman of the Board, any Executive Vice President or any Senior Vice
President of the Association temporarily to exercise the powers and perform the
duties of the Chairman as Chief Executive Officer when the Chairman is absent or
incapacitated.

If the President has been designated Chief Executive Officer by the Board of
Directors, in the event that there is a vacancy in the position of the President
or in the event of the absence or incapacity of the President, the Chairman
shall be the Chief Executive Officer of the Association and shall have all the
powers and perform all the duties of the President, including the powers to name
temporarily a Chief Executive Officer to serve in the absence of the Chairman.

FURTHER RESOLVED, That Section 4 of Article III of the By-Laws of the bank shall
be amended to read:

SECTION 4 PRESIDENT

The President shall have general executive powers and duties and shall perform
such other duties as may be assigned from time to time by the Board of
Directors. In addition, if designated by the Board of Directors, the President
shall be the Chief Executive Officer and shall have all the powers and duties of
the Chief Executive Officer, including the same power to name temporarily a
Chief Executive Officer to serve in the absence of the President if there is a
vacancy in the position of the Chairman or in the event of the absence or
incapacity of the Chairman.

If the Chairman has been designated Chief Executive Officer by the Board of
Directors, in the event that there is a vacancy in the position of the Chairman
of the Board or in the event of the absence or incapacity of the Chairman of the
Board, the President shall be the Chief Executive Officer of the Association and
shall have all the powers and perform all the duties of the Chairman of the
Board, including the same power to name temporarily a Chief Executive Officer to
serve in the absence of the President.

EXHIBIT 5

THE CONSENT OF THE TRUSTEE
REQUIRED BY 321 (b) OF THE ACT

Star Bank, National Association, the Trustee executing the statement of

eligibility and qualification to which this Exhibit is attached does hereby

consent that reports of examinations of the undersigned by Federal, State,

Territorial or District authorities may be furnished by such authorities to the

Securities and Exchange Commission upon request therefor in accordance with the

provisions of 321 (b) of the Trust Indenture Act of 1939.

STAR BANK, NATIONAL ASSOCIATION

May 5, 1998 BY: /S/ Robert T. Jones
----------- ------------------------------
Date Robert T. Jones
Senior Trust Officer

EXHIBIT 6

Consolidated Report of Condition
Star Bank, National Association
for March 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Balance Sheet

Dollar Amounts in Thousands

ASSETS
1. Cash and balances due from depository
institutions

a. Noninterest-bearing balances and currency
and coin $ 569,175

b. Interest-bearing balances 13,174

2. Securities:

a. Held-to-maturity securities 146,006

b. Available-for-sale securities 2,035,442

3. Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank and of
its Edge and Agreements subsidiaries,
and in YBFs 29,300

a. Federal funds sold 0

b. Securities purchased under
agreements to resell 0

4. Loans and lease financing
receivables: 9,702,966

a. Loans and leases, net of
unearned income 145,439

b. LESS: Allowance for loan and
lease losses

c. LESS: Allocated transfer risk
reserve

d. Loans and leases, net of unearned income,
allowance, and reserve 9,557,527

5. Trading assets 3,307

6. Premises and fixed assets (including capitalized
leases) 176,194

7. Other real estate owned 5,196

8. Investments in unconsolidated subsidiaries and
associated companies 4,332

9. Customers' liability to this bank on acceptances
outstanding 11,113

10. Intangible assets 621,615

11. Other assets 369,312

12. Total assets $13,541,693

Consolidated Report of Condition Star Bank, National Association
for March 31, 1998 Continued

Dollar Amounts Dollar Amounts
in Thousands in Thousands

LIABILITIES

13. Deposits:
a. In domestic offices $10,346,592

(1) Noninterest-bearing $1,944,061

(2) Interest-bearing 8,402,531

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs 111,323

(1) Noninterest-bearing 0

(2) Interest-bearing 111,323

14. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs: 1,091,147

a. Federal funds purchased

b. Securities sold under agreements to repurchase

15. a. Demand notes issued to the U.S. Treasury 1,029

b. Trading liabilities 0

16. Other borrowed money:

a. With original maturity of one year or less 7,308

b. With original maturity of more than one year 102,370

17. Mortgage indebtedness and obligations under capitalizated leases

18. Bank's liability on acceptances executed and outstanding 11,113

19. Subordinated notes and debentures 247,757

20. Other liabilities 233,363

21. Total liabilities 12,152,002

22. Limited-life preferred stock and related surplus 0

23. Perpetual preferred stock and related surplus 0

24. Common Stock 18,200

25. Surplus [exclude all surplus related to preferred stock] 810,707

26. a. Undivided profits and capital reserves 551,824

b. Net unrealized holding gains (losses) on available-for-sale 8,960
securities

27. Cumulative foreign currency translation adjustments 0

28. Total equity capital 1,389,691

29. Total liabilities, limited-life preferred stock, and equity capital $13,541,693