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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
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
____________________________
Bank One Trust Company, National Association
(Exact name of trustee as specified in its charter)
A National Banking Association 31-0838515
(I.R.S. employer
identification number)
100 East Broad Street, Columbus, Ohio 43271-0181
(Address of principal executive offices) (Zip Code)
Bank One Trust Company, N.A.
One North State Street, 9th Floor
Chicago, Illinois 60602
Attn: Sandra L. Caruba, Vice President and Senior Counsel, (312) 336-9436
(Name, address and telephone number of agent for service)
_____________________________
MONONGAHELA POWER COMPANY
(Exact name of obligor as specified in its charter)
Ohio 13-5229392
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1310 Fairmont Avenue 26554
Fairmont, West Virginia (ZIP Code)
(Address of principal executive offices)
Debt Securities
(Title of Indenture Securities)
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Item 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.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of
the trustee now in effect.*
2. A copy of the certificate of authority
of the trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
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7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, Bank One 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 to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the
City of Chicago and State of Illinois, on the 9th day
of May, 2000.
Bank One Trust Company, National Association,
Trustee
By /s/ Sandra L. Caruba
Sandra L. Caruba
Vice President
* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 of
Bank One Trust Company, National Association, filed as Exhibit 25
to the Registration Statement on Form S-4 of U S WEST
Communications, Inc., filed with the Securities and Exchange
Commission on March 24, 2000 (Registration No. 333-32124).
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
May 9, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between
Monongahela Power Company and Bank One Trust Company, National
Association, as Trustee, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to
make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
Bank One Trust Company,National Association
By: /s/ Sandra L. Caruba
Sandra L. Caruba
Vice President
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EXHIBIT 7
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Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
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Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
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Dollar Amounts in thousands C300
RCON BIL MIL THOU
ASSETS
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1. Cash and balances due from depository
institutions (from Schedule RC-A): RCON
a. Noninterest-bearing balances and
currency and coin(1) 0081 48,450 1.a
b. Interest-bearing balances(2) 0071 17,750 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 5,714 2.b
3. Federal funds sold and securities
purchased under agreements to resell 1350 396,644 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C) RCON
2122 87,817 4.a
b. LESS: Allowance for loan and
lease losses 3123 10 4.b
c. LESS: Allocated transfer risk reser 3128 0 4.c
d. Loans and leases, net of unearned
income, allowance, and RCON
reserve (item 4.a minus 4.b and 4.c) 2125 87,807 4.d
5. Trading assets (from Schedule RD-D) 3545 0 5.
6. Premises and fixed assets (including
capitalized leases) 2145 25,200 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) 2130 0 8.
9. Customers' liability to this bank on
acceptances outstanding 2155 0 9.
10. Intangible assets (from Schedule RC-M) 2143 26,345 10.
11. Other assets (from Schedule RC-F) 2160 176,297 11.
12. Total assets (sum of items 1 through 11) 2170 784,207 12.
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(1) Includes cash items in process of
collection and unposted debits.
(2) Includes time certificates of deposit
not held for trading.
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Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
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Schedule RC-Continued
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Dollar Amounts in
Thousands
LIABILITIES
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13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E RCON
part 1) 2200 567,764 13.a
(1) Noninterest-bearing(1) 6631 506,455 13.a1
(2) Interest-bearing 6636 61,309 13.a2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II)
(1) Noninterest bearing
(2) Interest-bearing
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 Sechedule
RC-D).....................................RCFD
3548 0 15.b
16. Other borrowed money: RCON
a. With original maturity of one year
or less 2332 0 16.a
b. With original maturity of more than
one year A547 0 16.b
c. With original maturity of more than
three years ...... A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed
and outstanding 2920 0 18.
19. Subordinated notes and debentures 3200 0 19.
20. Other liabilities (from Schedule RC-G) 2930 83,885 20.
21. Total liabilities (sum of items 13
through 20) 2948 651,649 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related
surplus 3838 0 23.
24. Common stock 3230 800 24.
25. Surplus (exclude all surplus related
to preferred stock) 3839 45,157 25.
26. a. Undivided profits and capital reserves 3632 86,585 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities 8434 16 26.b
c. Accumulated net gains (losses) on cash
flow hedges ... 4336 0 26.c
27. Cumulative foreign currency translation
adjustments
28. Total equity capital (sum of items 23
through 27) 3210 132,558 28.
29. Total liabilities, limited-life preferred
stock, and equity capital (sum of items
21, 22, and 28) 3300 784,207 29.
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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 auditors as of any date during 1996
RCFD 6724 Number M.1.
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1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
