REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) [X]

----------

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

United States National Banking Association 56-1989961
(State of incorporation if (I.R.S. employer
not a national bank) identification no.)

First Union Trust Company, National Association
One Rodney Square, Suite 102
920 King St.
Wilmington, DE 19801
(Address of principal (Zip Code)
executive offices)

SAME AS ABOVE

(Name, address and telephone number, including
area code, of trustee's agent for service)

CL&P FUNDING LLC
(Exact name of obligor as specified in its charter)

The State of Delaware
(State or other jurisdiction of incorporation or organization)

06-1603869
(I.R.S. employer identification no.)

c/o
EDWARD L. TRUITT, JR., VICE PRESIDENT
First Union Trust Company, National Association
One Rodney Square
920 King Street, Suite 102
Wilmington, DE 19801

(Address, including zip code, of principal executive offices)

------------------

CL&P FUNDING LLC NOTES

(TITLE OF THE NOTE INDENTURE SECURITIES)

------------------------------------------------

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

- -------------------------------------------------------------------------

Federal Reserve Bank of Richmond, VA Richmond, VA

Comptroller of the Currency Washington, D.C.

Securities and Exchange Commission
Division of Market Regulation Washington, D.C.

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 AND UNDERWRITERS. If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

(See Note 1 on Page 4.)

Because the obligor is not in default on any securities issued under indentures
under which the applicant is trustee, Items 3 through 15 are not required
herein.

16. LIST OF EXHIBITS.

All exhibits identified below are filed as a part of this statement of
eligibility.

1. A copy of the Articles of Association of First Union Trust
Company, National Association, as now in effect, which contain
the authority to commence business and a grant of powers to
exercise corporate trust powers.

2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the Articles of
Association.

3. A copy of the authorization of the trustee to exercise
corporate trust powers, if such authorization is not contained
in the documents specified in exhibits (1) or (2) above.

4. A copy of the existing By-laws of First Union Trust Company,
National Association, or instruments corresponding thereto.

5. Inapplicable.

6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939 is included at Page 4 of this Form
T-1 Statement.

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 is attached hereto.

8. Inapplicable.

9. Inapplicable.

NOTE

Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union Trust Company, 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 and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington, and State of Delaware, on the 20TH
DAY OF MARCH, 2001.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
(trustee)

By: /s/ EDWARD L. TRUITT, JR.
-----------------------------------
Name: EDWARD L. TRUITT, JR.
Title: Vice President

CONSENT OF TRUSTEE

Under section 321(b) of the Trust Indenture Act of 1939, as amended,
and in connection with the proposed issuance by CL&P FUNDING LLC NOTES, First
Union Trust Company, National Association, as the trustee herein named, hereby
consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

By: /s/ EDWARD L. TRUITT, JR.
-----------------------------------
Name: EDWARD L. TRUITT, JR.
Title: Vice President

Dated: MARCH 20, 2001

Legal Title of Bank: First Union Trust Company, National Association Call Date: 12/31/2000 FFIEC 032
Address: One Rodney Square, 1st Floor Page RC-1
City, State, Zip: Wilmington, DE 19801
FDIC Certificate #: 34465

CONSOLIDATED REPORT OF CONDITION FOR DECEMBER 31, 2000

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.

SCHEDULE RC--BALANCE SHEET

C400
DOLLAR AMOUNT IN THOUSANDS RCFD BIL MIL THOU

ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)...................................... 0081 275,100 1.a.
b. Interest-bearing balances (2)............................................................... 0071 0 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A).................................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)................................ 1773 7 2.b.
3. Federal funds sold and securities purchased under agreements to resell............................. 1350 0 3.
4. Loans and lease financing receivables
a. Loans and leases, net of unearned income (from Schedule RC-C)............RCFD 2122 0 4.a.
b. LESS: Allowance for loan and lease losses................................RCFD 3123 0 4.b.
c. LESS: Allocated transfer risk reserve....................................RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)......................................... 2125 0 4.d.
5. Trading assets (from Schedule RC-D)................................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)........................................... 2145 0 6.
7. Other real estate owned (from Schedule RC-M)....................................................... 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)........... 213 0 8.
9. Customers' liability to this bank on acceptances outstanding....................................... 2155 0 9.
10. Intangible assets (from Schedule RC-M)............................................................. 2143 0 10.
11. Other assets (from Schedule RC-F).................................................................. 2160 471 11.
12. Total assets (sum of items 1 through 11)........................................................... 2170 275,578 12.

- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

Schedule RC--Continued

DOLLAR AMOUNT IN THOUSANDS BIL MIL THOU

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I)................................................................................. RCON 2200 0 13.a.
(1) Noninterest-bearing (1).............................................RCON 6631 0 13.a.(1)
(2) Interest-bearing....................................................RCON 6636 0 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II)................................................................................ RCFN 2200 0 13.b.
(1) Noninterest-bearing.................................................RCFN 6631 0 13.b.(1)
(2) Interest-bearing....................................................RCFN 6636 0 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase..................... RCFD 2800 0 14.
15. a. Demand notes issued to the U.S. Treasury................................................ RCON 2840 0 15.a.
b. Trading liabilities (from Schedule RC-D)................................................ RCFD 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under...
capitalized leases):...........................................................................
a. With a remaining maturity of one year or less........................................... RCFD 2332 0 16.a.
b. With a remaining maturity of more than one year through three years..................... RCFD A547 0 16.b.
c. With a remaining maturity of more than three years...................................... RCFD A548 0 16.c.
17. Not applicable.................................................................................
18. Bank's liability on acceptances executed and outstanding....................................... RCFD 2920 0 18.
19. Subordinated notes and debentures (2).......................................................... RCFD 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................................................... RCFD 2930 8,877 20.
21. Total liabilities (sum of items 13 through 20)................................................. RCFD 2948 8,877 21.
22. Not applicable.................................................................................
EQUITY CAPITAL

23. Perpetual preferred stock and related surplus.................................................. RCFD 3838 0 23.
24. Common stock................................................................................... RCFD 3230 200 24.
25. Surplus (exclude all surplus related to preferred stock)....................................... RCFD 3839 413,720 25.
26. a. Undivided profits and capital reserves.................................................. RCFD 3632 (147,219) 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities.................. RCFD 8434 0 26.b.
27. Cumulative foreign currency translation adjustments............................................ RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27).............................................. RCFD 3210 266,701 28.
29. Total liabilities and equity capital (sum of items 21 and 28).................................. RCFD 3300 275,578 29.

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1996........................................................... RCFD 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposit.
(2) Includes limited-life preferred stock and related surplus.

EXHIBIT B CHARTER NO. _________

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

For the purpose of organizing an association to carry on the business
of banking under the laws of the United States, the undersigned do enter into
the following Articles of Association:

FIRST. The title of this association shall be FIRST UNION TRUST
COMPANY, NATIONAL ASSOCIATION

SECOND. The main office of this association shall be in Wilmington,
Delaware. The business of this association will be limited to that of a national
trust bank. This association must obtain the prior written approval of the
Office of the Comptroller of the Currency ("OCC") before amending its Articles
of Association to expand the scope of its activities and services. Transfers of
this association"s stock are subject to prior approval of a federal depository
institution regulatory agency. If no other agency approval is required, the
OCC"s approval must be obtained before the transfers. In such cases where OCC
approval is required, the OCC will apply the definitions and standards of the
Change in Bank Control Act and the OCC"s implementing regulation to ownership
changes in this association.

THIRD. The Board of Directors of this association shall consist of not
less than five nor more than twenty-five shareholders, the exact number 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. Each director, during the full term of his directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Any vacancy in the Board of
Directors may be filled by action of the Board of Directors.

FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
Board of Directors may designate, on the day of each year specified thereby in
the bylaws, but if no election is held on that day, it may be held on any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.

Nominations for election to the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
capital stock of this association entitled to vote for election of directors.
Nominations other than those made by or on behalf of the existing bank

management shall be made in writing and be delivered or mailed to the president
of this association and to the OCC, Washington, D.C., not less than 14 days nor
more than 50 days prior to any meeting of shareholders called for the election
of directors, provided, however, that if less than 21 days notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
president of this association and to the Comptroller of the Currency not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed.

Such notification shall contain the following information to
the extent known to the notifying shareholder:

o The name and address of each proposed
nominee.

o The principal occupation of each proposed
nominee.

o The total number of shares of capital stock
of this association that will be voted for
each proposed nominee.

o The name and residence address of the
notifying shareholder.

o The number of shares of capital stock of
this association owned by the notifying
shareholder. Nominations not made in
accordance herewith may, in his discretion,
be disregarded by the chairperson of the
meeting, and upon his instructions, the vote
tellers may disregard all votes cast for
each such nominee.

FIFTH. The authorized amount of capital stock of this association shall
be 2,000 shares of common stock of the par value of one hundred dollars
($100.00) each; but said capital stock may be increased or decreased from time
to time, according to the provisions of the laws of the United States.

If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital stock
owned by him at the time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders' meeting is specified in
a resolution by the shareholders at the time the increase is authorized. The
Board of Directors will have the power to prescribe a reasonable period of time
within which the preemptive rights to subscribe to the new shares of capital
stock must be exercised.

This 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 chairperson of the Board of
Directors, unless the Board of Directors appoints another director to be the
chairperson. 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:

o Define the duties of the officers and
employees of this association.

o Fix the salaries to be paid to the officers
and employees.

o Dismiss officers and employees.

o Require bonds from officers and employees
and to fix the penalty thereof.

o Regulate the manner in which any increase of
the capital of this association shall be
made.

o Manage and administer the business and
affairs of this association.

o Make all bylaws that it may be lawful for
the Board of Directors to make.

o Generally to perform all acts that are legal
for a Board of Directors to perform.

SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Wilmington,
Delaware, 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.

EIGHTH. The corporate existence of this association shall continue
until terminated according to the laws of the United States.

NINTH. The Board of Directors of this association, or any three or more
shareholders owning, in the aggregate, not less than 10 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 10 days prior to the
date of the meeting to each shareholder of record at his address as shown upon
the books of this association.

TENTH. Each director and executive officer of this association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding brought by or on behalf of this association
itself) arising out of his status as such or his activities in either of the
foregoing capacities, except for any liability incurred on account of activities
which were at the time taken known or believed by such person to be clearly in
conflict with the best interests of this association. Liabilities incurred by a
director or executive officer of this association in defending a proceeding
shall be paid by this association in advance of the final disposition of such
proceeding upon receipt of an undertaking by the director or executive officer
to repay such amount if it shall be determined, as provided in the last
paragraph of this Article Tenth, that he is not entitled to be indemnified by
this association against such liabilities.

The indemnity against liability in the preceding paragraph of this
Article Tenth, including liabilities incurred in defending a proceeding, shall
be automatic and self-operative.

Any director, officer or employee of this association who serves at the
request of this association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of this association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by this association, shall have the right to be indemnified by this association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of this association, or
of the corporation, partnership, joint venture, trust, enterprise, association
or plan being served by such person.

In the case of all persons except the directors and executive officers
of this association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of this
association. In the case of the directors and executive officers of this
association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

For purposes of this Article Tenth of these Articles of Association
only, the following terms shall have the meanings indicated:

(a) "association" means First Union Trust Company, National
Association and its direct and indirect wholly-owned
subsidiaries.

(b) "director" means an individual who is or was a director of
this association.

(c) "executive officer" means an officer of this association who
by resolution of the Board of Directors of this association
has been determined to be an executive officer of this
association for purposes of Regulation O of the Federal
Reserve Board.

(d) "liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable
expenses, including counsel fees and expenses, incurred with
respect to a proceeding.

(e) "party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.

(f) "proceeding" means any threatened, pending, or completed
claim, action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.

This association shall have no obligation to indemnify any person for
an amount paid in settlement of a proceeding unless this association consents in
writing to such settlement.

The right to indemnification herein provided for shall apply to persons
who are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with this association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.

The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to such
right.

No revocation of, change in, or adoption of any resolution or provision
in the Articles of Association or By-laws of this association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of this association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.

The rights hereunder shall be in addition to and not exclusive of any
other rights to which a director, officer, or employee of this association may
be entitled under any statute, agreement, insurance policy, or otherwise.

This association shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, or employee
of this association, or is or was serving at the request of this association as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, trade association, employee benefit plan, or other
enterprise, against any liability asserted against such director, officer, or
employee in any such capacity, or arising out of their status as such, whether
or not this association would have the power to indemnify such director,

officer, or employee against such liability, excluding insurance coverage for a
formal order assessing civil money penalties against a director, officer or
employee of this association.

Notwithstanding anything to the contrary provided herein, no person
shall have a right to indemnification with respect to any liability (i) incurred
in an administrative proceeding or action instituted by an appropriate bank
regulatory agency which 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, (ii) to the extent such
person is entitled to receive payment therefor under any insurance policy or
from any corporation, partnership, joint venture, trust, trade association,
employee benefit plan, or other enterprise other than this association, or (iii)
to the extent that a court of competent jurisdiction determines that such
indemnification is void or prohibited under state or federal law.

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.

IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of
November, 1996.

ORGANIZERS:

/s/ KENT S. HATHAWAY /s/ KEITH D. LEMBO
- ------------------------------- -------------------------------
Kent S. Hathaway Keith D. Lembo

/s/ ROBERT L. ANDERSEN /s/ STEPHEN J. ANTAL
- ------------------------------- -------------------------------
Robert L. Andersen Stephen J. Antal

/s/ DANIEL GLASSBERG
-------------------------------
Daniel Glassberg

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

BYLAWS

AS AMENDED AND RESTATED MAY 27, 1997
AS AMENDED JULY 14, 2000

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, or such other place as the Board of Directors may designate,
at 10:00 A.M. , on the third Tuesday of February in each year, commencing with
the year 1997 or such other time within 90 days as may be set by the Board of
Directors. If, from any cause, an election of directors is not made on the said
day, the Board of Directors shall order the election to be held on some
subsequent day, as soon thereafter as practicable, according to the provisions
of the law; and notice thereof shall be given in the manner herein

Section 1.2. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any one or more shareholders
owning, in the aggregate, not less than twenty-five percent of the stock of the
Association.

Section 1. 3. NOTICE OF MEETINGS. Notice of Annual and Special meetings
shall mailed, postage prepaid, at least ten days prior to the date thereof
provided for the annual meeting, addressed to each shareholder at his address
appearing on the books of the Association; but any failure to mail such notice,
or any irregularity therein, shall not affect the validity of such meeting, or
of any of the proceedings thereat. A shareholder may waive any such notice.

Section 1.4. ORGANIZATION OF MEETINGS. The Chairman shall preside at
all meetings of shareholders. In his absence, the President, or a director
designated by the Chairman shall preside at such meeting.

Section 1.5. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

Section 1.6. QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by law or by the Articles of Association.

ARTICLE II

DIRECTORS

Section 2.1. BOARD OF DIRECTORS. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.

Section 2.2. NUMBER. The Board shall consist of not less than five nor
more than twenty-five persons, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board may not increase the number
of directors to a number which: (a) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less;
and (b) to a number which exceeds by more than four the number of directors last
elected by shareholders where such number was sixteen or more, but in no event
shall the number of directors exceed twenty-five.

Section 2.3. ORGANIZATION MEETING. A meeting shall be held for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year on the day of the Annual Meeting of
Shareholders or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not be
a quorum present, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained.

Section 2.4. REGULAR MEETINGS. The regular meetings of the Board shall
be held on such days and time as the directors may, by resolution, designate;
and written notice of any change thereof shall be sent to each member. When any
regular meeting of the Board falls upon a legal holiday, the meeting shall be
held on such other day as the Board may designate.

Section 2.5. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, or President, or at the request of three or
more directors. Each director shall be given notice of each special meeting,
except the organization meeting, at least one day before it is to be held by
facsimile, telephone, telegram, letter or in person. Any director may waive any
such notice.

Section 2.6. QUORUM. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned without further notice.

Section 2.7. TERM OF OFFICE AND VACANCY. Directors shall hold office
for one year and until their successors are elected and have qualified. No
person shall stand for election as a director of this Association if at the date
of his election he will have passed his seventieth birthday; provided, however,
this prohibition shall not apply to persons who are active officers of this
Association, an affiliate bank, or its parent corporation, or a former chief
executive officer of the Association. No person, who is not an officer or former
officer of this Association, an affiliate bank, or its parent corporation and
who has discontinued the principal position or activity the person held when
initially elected, shall be recommended to the shareholders for reelection;
provided, however, that exceptions may be made because of a change in principal
position or activity which would be compatible with continued service to this
Association. No person elected as a director may exercise any of the powers of
his office until he has taken the oath of office as prescribed by law. When any
vacancy occurs among the directors, the remaining members of the Board, in
accordance with the laws of the United States, may appoint a director to fill
such vacancy at any regular meeting of the Board, or at a special meeting called
for that purpose.

Section 2.8. NOMINATIONS. Nominations for election to the Board may be
made by the Executive Committee or by any stockholder of any outstanding class
of capital stock of the Association entitled to vote for the election of
directors.

Section 2.9. COMMUNICATIONS EQUIPMENT. Any or all directors may
participate in a meeting of the Board by means of conference telephone or any
means of communication by which all persons participating in the meeting are
able to hear each other.

Section 2.10. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board or committee thereof by law, the Association's Articles
of Association, or these Bylaws may be taken without a meeting, if, prior or

subsequent to the action, all members of the Board or committee shall
individually or collectively consent in writing to the action. Each written
consent or consents shall be filed with the minutes of the proceedings of the
Board or committee. Action by written consent shall have the same force and
effect as a unanimous vote of the directors, for all purposes. Any certificate
or other documents which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board or committee without a
meeting.

ARTICLE III

COMMITTEES OF THE BOARD

Section 3.1. EXECUTIVE COMMITTEE. The Board may by resolution adopted
by a majority of the entire Board designate an Executive Committee consisting of
the Chairman of the Board, the President, and not less than two other directors.
Subject to the national banking laws and the Association's Articles of
Association, the Executive Committee may exercise all the powers of the Board of
Directors with respect to the affairs of the Association, except that the
Executive Committee may not:

1. (a) exercise such powers while a quorum of the Board of
Directors is actually convened for the conduct of
business,

(b) exercise any power specifically required to be
exercised by at least a majority of all the
directors,

(d) amend or repeal any resolution theretofore adopted by
the Board of Directors which by its terms is
amendable or repealable only by the Board;

2. amend the Articles of Association or make, alter or repeal any
Bylaw of the Association;

3. elect or appoint any director, create or fill any vacancies in
the Board of Directors or remove any director, or authorize or
approve any change in the compensation of any officer of the
Association who is also a director of the Association;

4. authorize or approve issuance or sale or contract for sale of
shares of stock of the Association, or determine the
designation and relative rights, preferences and limitations
of a class or series of shares;

5. adopt an agreement of merger or consolidation, or submit to
shareholders any action that requires shareholder approval,
including any recommendation to the shareholders concerning
the sale, lease or exchange of all or substantially all the
Association's property and assets, a dissolution of the
Association or a revocation of a previously approved
dissolution; or

6. authorize an expenditure by the Association in excess of $10
million for any one item or group of related items.

The committee shall hold regular meetings at such times as the members shall
agree and whenever called by the chairman of the committee. A majority of the
committee shall constitute a quorum for the transaction of business. The
committee shall keep a record of its proceedings and shall report these
proceedings to the Board at the regular meetings thereof. The committee shall
serve as the nominating committee for nominations to the Board.

Section 3.2. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Board may
designate one of its members to be Chairman of the Executive Committee who shall
preside at the meetings thereof and shall perform such duties as the Board shall
assign to him from time to time.

Section 3.3. AUDIT COMMITTEE. The Board shall appoint a committee of
three or more persons exclusive of the officers of this Association which
committee shall be known as the Audit Committee. It shall be the duty of this
committee at least once in every twelve months to examine the affairs of the
Association, and determine whether it is in a sound and solvent condition and to
recommend to the Board such changes in the manner of doing business, etc. , as
may seem to be desirable. The committee nay cause such examination to be made in
its behalf and under its supervision by outside accountants and may also use the
services of any other persons either inside or outside the Association to assist
in its work. The results of each examination shall be reported in writing to the
Board.

Section 3.4. AUDIT OF TRUST DEPARTMENT. The Audit Committee shall, at
least once during each calendar year and within fifteen months of the last such
audit make suitable audits of the Trust Department or cause suitable audits to
be made by auditors responsible only to the Board, and at such time shall
ascertain whether the department has been administered in accordance with law,
Part 9 of the Regulations of the Comptroller of the Currency, and sound
fiduciary principles. In lieu of such periodic audit the Audit Committee, at the
election of the Board, may conduct or cause to be conducted by auditors
responsible only to the Board an adequate continuous audit system adopted by the
Board. A written report of such periodic or continuous audit shall be made to
the Board.

Section 3.5. OTHER COMMITTEES. The Board may appoint from time to time
other committees composed of one or more persons each, for such purposes and
with such powers as the Board may determine. The Chairman of the Board shall
have the power to designate another person to serve on any committee during the
absence or inability of any member thereof so to serve.

Section 3.6. DIRECTORS' EMERITUS. The Board may designate one or more
persons to serve as Director Emeritus. Such Director Emeritus shall have the
right to attend any and all meetings of the Board, but shall have no vote at
such meetings. A person designated as Director Emeritus may serve in that
capacity for a period of three years.

Section 3.7. ALTERNATE COMMITTEE MEMBERS. The Board may, from time to
time, appoint one or more, but no more than three persons to serve as alternate
members of a committee, each of whom shall be empowered to serve an that
committee in place of a regular committee member in the event of the absence or
disability of that committee member. An alternate committee member shall, when
serving on a committee, have all of the powers of a regular committee member.
Alternate committee members shall be notified of, and requested to serve at, a
particular meeting or meetings, or for particular periods of time, by or at the
direction of the chairman of the committee or the Chairman of the Board.

ARTICLE IV

OFFICERS

Section 4. l. OFFICERS. The officers of the Association may be a
Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or
Vice Chairmen (who shall not be required to be directors of the Association), a
President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and
such other officers, including officers holding similar or equivalent titles to
the above in regions, divisions or functional units of the Association, as may
be appointed by the Board of Directors. The Chairman of the Board and the
President shall be members of the Board of Directors. Any two or more offices
may be held by one person, but no officer shall sign or execute any document in
more than one capacity.

4.2. TERM OF OFFICE. The officers who are required by the articles of
association or the bylaws to be members of the Board shall hold their respective
offices until the Organization meeting of the Board following the annual meeting
of shareholders or until their respective successors shall have been elected,
unless they shall resign, become disqualified or be removed from office. Each
other officer shall hold office at the pleasure of the Board. Any officer may be
removed at any time by the Board.

Section 4.3. CHAIRMAN OF THE BOARD. The chairman of the board shall be
designated as Chairman of the Board. He shall preside at all meetings of the
stockholders and directors and he shall be a member of all committees of the
Board except the Audit Committee. He shall have such other powers and perform
such other duties as may be prescribed from time to time by the Board. He shall
be subject only to the direction and control of the Board.

Section 4.4. PRESIDENT. The president shall be the chief executive
officer of the Association and he shall be designated as President and Chief
Executive Officer. In the absence of the Chairman the President shall preside at
all meetings of the Board. The President shall be a member of each committee of
the Board except the Audit Committee. He shall have the powers and perform the
duties conferred or imposed upon the President by the national banking laws, and
he shall have such other powers and perform such other duties as nay from time
to time be imposed upon or assigned to him by the Board.

Section 4.5. CHIEF FINANCIAL OFFICER. The Chief Financial officer shall
have such title as may be designated by the Board and he shall be responsible
for all monies, funds and valuables of this Association, provide for the keeping
of proper records of all transactions of the Association, report to the Board at

each regular meeting the condition of the Association, submit to the Board, when
requested, a detailed statement of the income and expenses, be responsible for
the conduct and efficiency of all persons employed under him, and perform such
other duties as may be from time to time assigned to him by the Board.

Section 4.6. OTHER OFFICERS. All other officers shall respectively
exercise such powers and perform such duties as generally pertain to their
several offices, or as may be conferred upon or assigned to them by the Board,
the Chairman of the Board or the President.

Section 4.7. BOND. Each officer and employee, if so required by the
Board, shall give bond with surety to be approved by the Board, conditioning for
the honest discharge of his duties as such officer or employee. In the
discretion of the Board, such bonds may be individual, schedule or blanket form,
and the premiums may be paid by the Association.

Section 4.8. OFFICERS ACTING AS ASSISTANT SECRETARY. Notwithstanding
Section 4.la of this Article IV, any Senior Vice President, Vice President or
Assistant Vice President shall have, by virtue of his office, and by authority
of the Bylaws, the authority from time to time to act as an Assistant Secretary
of the Association, and to such extent, said officers are appointed to the
office of Assistant Secretary.

ARTICLE V

TRUST DEPARTMENT

Section 5.1. TRUST DEPARTMENT. There shall be a department of the
Association known as the Trust Department which shall perform the fiduciary
responsibilities of the Association. opinions of counsel shall be retained on
file in the Trust Department in connection with all important matters pertaining
to fiduciary activities.

Section 5.2. TRUST INVESTMENT. Funds held in a fiduciary capacity shall
be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the character
and class of the investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.

Section 5.3 GENERAL TRUST COMMITTEE. There shall be a General Trust
Committee composed of not less than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the business or affairs of the Trust Department and shall adopt
overall policies for the conduct of the business of the Trust Department,
including, but not limited to: general administration, investment policies, new
business development, and review for approval of major assignments of functional
responsibilities. The General Trust Committee shall appoint the members of the
following subcommittees: the Investment Policy Committee, Personal Trust
Administration Committee, Account Review Committee, and Corporate and
Institutional Accounts Committee. The General Trust Committee shall meet at
least quarterly or as called for by its Chairman or any three (3) members of the
Committee. A quorum shall consist of three (3) members.

In carrying out its responsibilities, the General Trust Committee shall
review the fiduciary activities of the Trust Department and may assign the
administration and performance of any fiduciary powers or duties to any officers
or employees of the Trust Department or to the Investment Policy Committee,
Personal Trust Administration Committee, Account Review Committee, or Corporate
and Institutional Accounts Committee, or other committees it may designate. One
of the methods to be used in the review process will be the scrutiny of the
Reports of Examination by the Office of the Comptroller of the Currency and the
reports of the Audit Division of First Union Corporation, as they relate to the
activities of the Trust Department. The Chairman of the General Trust Committee
shall be appointed by the Chairman of the Board of Directors. The Chairman of
the General Trust Committee shall cause to be recorded in appropriate minutes
all actions taken by the Committee. The minutes shall be signed by its
Secretary, approved by its Chairman and submitted to the Board of Directors at
its next regularly scheduled meeting following a meeting of the General Trust
Committee. The Board of Directors retains responsibility for the proper exercise
of this Association's fiduciary powers.

Section 5.4 INVESTMENT POLICY COMMITTEE. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association, who shall be appointed annually or from time to time by the
General Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the
Investment Policy Committee shall be recorded in appropriate minutes, signed by
the Secretary thereof, approved by its Chairman, and submitted to the General
Trust Committee at its next ensuing regular meeting for its review and approval.

Section 5.5 PERSONAL TRUST ADMINISTRATION COMMITTEE. There shall be a
Personal Trust Administration Committee composed of not less than five (5)
officers and/or employees of this Association, who shall be appointed annually
or from time to time by the General Trust Committee. Each member shall serve
until his or her successor is appointed. Meetings shall be called by the
Chairman or by any three (3) members of the Committee. A quorum shall consist of
three (3) members. The Personal Trust Administration Committee shall exercise
such fiduciary powers and perform such duties as may be assigned to it by the
General Trust Committee. All actions taken by the Personal Trust Administration
Committee shall be recorded in appropriate minutes, signed by the Secretary
thereof, approved by its Chairman, and submitted to the General Trust Committee
at its next ensuing regular meeting for its review and approval.

Section 5.6 ACCOUNT REVIEW COMMITTEE. There shall be an Account Review
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the General
Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of three (3) members. The Account Review
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the Account
Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval.

Section 5.7 CORPORATE AND INSTITUTIONAL ACCOUNTS COMMITTEE. There shall
be a Corporate and Institutional Accounts Committee composed of not less than
five (5) officers and/or employees of this Association, who shall be appointed
annually or from time to time by the General Trust Committee. Each member shall
serve until his or her successor is appointed. Meetings shall be called by the
Chairman or by any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Corporate and
Institutional Accounts Committee shall be recorded in appropriate minutes,
signed by the Secretary thereof, approved by its Chairman, and submitted to the
General Trust Committee at its next ensuing regular meeting for its review and
approval.

ARTICLE VI

STOCK CERTIFICATES AND TRANSFERS

Section 6.1. STOCK CERTIFICATES. Ownership of capital stock of the
Association shall be evidenced by certificates of stock signed by the Chairman
or President, and the Secretary, or an Assistant Secretary. Each certificate
shall state upon its face that the stock is transferable only upon the books of
the Association by the holder thereof, or by duly authorized attorney, upon the
surrender of such certificate, and shall meet the requirements of Section 5139,
United States Revised Statutes, as amended.

Section 6.2. TRANSFERS. The stock of this Association shall be
assignable and transferable only on the books of this Association, subject to
the restrictions and provisions of the national banking laws; and a transfer
book shall be provided in which all assignments and transfers of stock shall be
made. When stock is transferred, the certificates thereof shall be returned to
the Association, canceled, preserved and new certificates issued.

Section 6. 3. DIVIDENDS. Dividends shall be paid to the shareholders in
whose names the stock shall stand at the close of business on the day next
preceding the date when the dividends are payable, provided, however, that the
directors may fix another date as a record date for the determination of the
shareholders entitled to receive payment thereof.

ARTICLE VII

INCREASE OF STOCK

7.1. CAPITAL STOCK. Shares of the capital stock of the Association,
which have been authorized but not issued, may be issued from time to time for
such consideration, not less than the par value thereof, as may be determined by
the Board.

ARTICLE VIII

CORPORATE SEAL

Section 8.1. SEAL. The seal, an impression of which appears below, is
the seal of the Association adopted by the Board of Directors:

[Seal]

The Chairman of the Board, the Vice Chairman, the President, Senior
Executive Vice President, Executive Vice President, Senior Vice President, Vice
President, each Assistant Vice President, the Chief Financial Officer, the
Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust
Officer or each Assistant Cashier, shall have the authority to affix the
corporate seal of this Association and to attest to the same.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.l. FISCAL YEAR. The fiscal year of the Association shall be
the calendar year.

Section 9. 2. EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
regions, divisions or functional units of the Association, or, if in connection
with the exercise of fiduciary powers of the Association, by any of said
officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be

attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 9.2 are supplementary to any other provision of these
Bylaws.

Section 9.3. RECORDS. The organization papers of this Association, the
articles of association, the bylaws and any amendments thereto, the proceedings
of all regular and special meetings of the shareholders and of the directors,
the returns of the judges of elections, and the reports of the committees of
directors shall be recorded in an appropriate minute book, and the minutes of
each meeting shall be signed by the Secretary or any other officer appointed to
act as secretary of the meeting.

Section 9.4. BANKING HOURS. This Association and its branch offices
shall be open on such days and during such hours as shall be fixed from time to
time by the Board.

Section 9.5. VOTING SHARES OF OTHER CORPORATIONS. The Chairman, any
Vice Chairman, the President, or any Vice President is authorized to vote,
represent and exercise on behalf of this Association all rights incident to any
and all shares of stock of any other corporation standing in the name of the
Association. The authority granted herein may be exercised by such officers in
person or by proxy or by power of attorney duly executed by said officer.

ARTICLE X

BYLAWS

Section 10.1. INSPECTION. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.

Section 10-2. AMENDMENTS. These Bylaws may be changed or amended at any
regular or special meeting of the Board by the vote of a majority of the
Directors.

Comptroller of the Currency
Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001

CHARTER CERTIFICATE

Whereas, satisfactory evidence has been presented to the Office of the
Comptroller of the Currency that FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, located in WILMINGTON, State of DELAWARE, has complied with all
provisions of the statutes of the United States required to be complied with
before being authorized to commence the business of banking as a National
Banking Association;

Now, therefore, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.

In testimony whereof, witness my signature and Seal of office this
fifteenth day of January 1997.

/s/
- --------------------------------------------
Deputy Comptroller for Multinational Banking

Charter Number 23201

Comptroller of the Currency
Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001

TRUST CERTIFICATE

Whereas, FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, Charter
Number 23201, located in WILMINGTON, State of DELAWARE, being a National Banking
Association, organized under the statutes of the United States, has made
application for authority to act as fiduciary;

And whereas, applicable provisions of the statutes of the United States
authorize the granting of such authority;

Now, therefore, I hereby certify that the said association is
authorized to act in all fiduciary capacities by such statutes.

In testimony whereof, witness my signature and Seal of office this fifteenth day
of January 1997.

/s/
- --------------------------------------------
Deputy Comptroller for Multinational Banking